General Terms and Conditions (GTC) of the Austrian Tribological Society
1. Validity of the General Terms and Conditions and Deviations
a) The following General Terms and Conditions apply to all present and future business transactions and contracts between the Austrian Tribological Society (hereinafter referred to as ÖTG) and contractual partners (hereinafter referred to as client), irrespective of their legal personality, provided that they make use of services of ÖTG against payment or free of charge.
b) Deviations from these conditions and in particular also conditions of the contractual partner are only valid if they are expressly acknowledged and confirmed in writing to ÖTG.
c) Special regulations for business or other contractual relations with members of the ÖTG are not affected by these GTC.
2. Information and offers, subsidiary agreements
a) Information provided by ÖTG and in particular offers are, unless otherwise stated, subject to confirmation with regard to all data provided, including the fee.
b) If an order confirmation of ÖTG contains changes to an order, these are deemed to have been approved by the client (contracting party), unless the client immediately objects in writing.
c) Agreements must always be made in writing.
3. Placing of order
a) The type and scope of the agreed service result from the contract, power of attorney and these General Terms and Conditions.
b) Changes and additions to an order must be confirmed in writing by ÖTG in order to become the subject of the contractual relationship in question.
c) ÖTG undertakes to properly carry out the order placed with it in accordance with the principles of economic efficiency and - insofar as technical or scientific-technical services are commissioned - in accordance with generally recognised rules of technology.
d) ÖTG may use vicarious agents (in particular employees) and other appropriately authorised or trained persons to fulfil the contract. If the latter are placed orders in the name and for the account of the client, ÖTG undertakes to inform the client of this intention and to give the client the opportunity to object to this placing of the order with a third party within 10 days, and in this case ÖTG shall carry out the order itself.
4. Warranty and Compensation
a) Warranty claims can only be raised after notification of defects, which must be made exclusively by registered letter within 14 days of delivery of the service or partial service.
b) Claims for conversion and price reduction are excluded. Claims for improvement or addition of the missing shall be fulfilled by ÖTG within a reasonable period of time. A claim for damage caused by delay cannot be asserted within this period.
c) ÖTG must render its services with the expected care (analogous application of §1299 ABGB).
d) If ÖTG has culpably caused damage to the client in violation of its contractual obligations, the client's liability for compensation of the damage caused thereby - unless otherwise regulated in individual cases - is limited in cases of slight negligence as follows:
i. in the event of withdrawal and personal injury without limitation,
ii. in all other cases, with the following limitations:
- for an order amount up to 250,000.00 EUR: maximum 12,500.00 EUR;
- with an order value over 250.000,00 EUR: 5 % of the order amount, but not more than EUR 750,000.00.
iii. Liability for consequential damage and loss of profit is also excluded in cases of gross negligence, unless otherwise agreed in individual cases.
5. Withdrawal from the contract
a) Withdrawal from the contract is only permissible for good cause.
b) If ÖTG is in default with a service, the client may only withdraw from the contract after setting a reasonable grace period; the grace period shall be set by registered letter.
c) If the client is in default with a partial performance or an agreed cooperation activity which makes the execution of the order by the ÖTG impossible or significantly impedes it, the ÖTG is entitled to withdraw from the contract.
d) If the ÖTG is entitled to withdraw from the contract, the ÖTG retains the right to the entire agreed fee, also in the event of unjustified withdrawal by the client. Furthermore, §1168 ABGB applies; in case of justified withdrawal of the client, the services provided by the ÖTG are to be remunerated by the client.
6. Fee, scope of services
a) Unless otherwise stated, all fees are stated in EURO.
b) Value added tax is not included in the stated amounts of charges or fees; this must be paid separately by the customer.
c) The compensation with possible counterclaims, for which reason is inadmissible.
d) Unless expressly agreed otherwise, payment must be made without deductions to the account of a bank with an Austrian branch named by ÖTG within 30 days of the invoice date. In the event of default in payment, interest of 9.2% per annum above the ECB base rate plus reminder charges shall be payable.
7. Place of performance
Place of performance for all office services is the registered office of ÖTG.
a) ÖTG is obliged to keep secret all information provided by the client.
b) ÖTG is also obliged to keep its planning activities confidential if and as long as the client has a justified interest in such confidentiality. After execution of the order, ÖTG is entitled to publish the contractual work in whole or in part for advertising purposes, unless otherwise agreed in the contract.
9. Protection of plans
a) ÖTG reserves all rights and uses to the documents prepared by it (in particular plans, brochures, technical documents, descriptions, training documents).
b) Any use (in particular editing, execution, duplication, distribution, public presentation, making available) of the documents or parts thereof is only permitted with the express consent of ÖTG. All documents may therefore only be used for the purposes expressly stipulated in the contract when the order is placed or by a subsequent agreement.
c) The ÖTG is entitled, the client is obliged, in publications and announcements about the contractual project, to indicate the reference to the ÖTG.
d) In the event of a violation of these provisions for the protection of documents, ÖTG is entitled to a penalty amounting to twice the appropriate fee for unauthorised use, with the right to assert a claim for damages in excess thereof being reserved. This penalty is not subject to the right of judicial restraint. The burden of proof that the client has not used the documents of the ÖTG is incumbent on the client.
10. Choice of law, place of jurisdiction
a) Contracts between the client and ÖTG shall be governed exclusively by Austrian law.
b) For all disputes arising from this contract, the jurisdiction of the competent court at the ÖTG's registered office is agreed.