General Terms and Conditions of ABAX Informationstechnik GmbH
Status July 2019
1. validity of the conditions
The deliveries and services of ABAX Informationstechnik GmbH, hereinafter referred to as ABAX, shall be provided exclusively in accordance with the following General Terms and Conditions of Business, unless otherwise agreed in writing. Any provisions deviating from these (such as the buyer's general terms and conditions), collateral agreements and amendments to the contract shall require the written consent of ABAX to be valid. This shall also apply to any waiver of the requirement of the written form.
2. deliveries and services
2.1 Offers made by ABAX shall be subject to change and non-binding and shall be understood to be subject to our supplier's self-supply. A contract shall only come into existence upon written confirmation of the order by ABAX, but at the latest upon acceptance of the delivery by the buyer.
2.2 ABAX shall be entitled to withdraw from contracts, in particular if there is a suspicion that the buyer is committing morally questionable acts, is in breach of applicable law or is not creditworthy.
2.3 The right to reasonable partial deliveries and their respective
ABAX expressly reserves the right to offsetting.
2.4 The delivery date shall be agreed in accordance with ABAX's anticipated capacity and shall be non-binding and subject to timely delivery to ABAX itself.
2.5 Unless otherwise agreed in writing, delivery shall be ex warehouse Vienna at the expense of the buyer.
3. default of acceptance
For the duration of the default in acceptance ABAX shall be entitled to charge the defaulting buyer 1 ‰ of the value of the goods for each additional day from the 30th day of default, but in total at least EUR 30. Irrespective thereof, the risk shall pass to the buyer at the beginning of the default of acceptance.
4. transfer of risk
The risk is transferred to the buyer as soon as the shipment has been handed over to the person carrying out the transport.
5.1 The buyer must check the goods immediately after receipt for completeness and conformity with the delivery note or invoice.
to check. If no complaint is lodged, the goods shall be deemed to have been delivered properly and completely, unless the defect is one that could not be detected during the inspection.
5.2 For defective goods, we provide a warranty at our discretion
by eliminating the defect or by taking it back, and
5.3 Liability for normal wear and tear is excluded.
Warranty claims shall also not exist for wearing parts such as print heads, ink ribbons etc. nor for defects caused by improper use, the use of force, operating errors by the buyer or elementary events.
6. other claims for damages
6.1 Claims for damages against ABAX arising from impossibility of performance, positive breach of contract, culpa in contrahendo and tort are excluded unless intent is present. In particular, liability for loss of profit or other financial losses of the buyer is excluded.
6.2 The limit of liability shall be the amount of the order value, but not exceeding EUR 10,000.
7. retention of title
7.1 All delivered goods remain the property of the seller until full payment has been
of all, also future, claims arising from this contract in the
Property of ABAX.
7.2 The buyer is revocably entitled to pass on the goods subject to retention of title in the ordinary course of business, insofar as he in turn resells them under his own retention of title, but not to pledge them or assign them as security in any form.
7.3 In the event of third parties having access to the reserved goods the buyer shall draw attention to the ownership of ABAX and inform ABAX thereof without delay.
8. competition clause
8.1 A buyer shall not be entitled to employ employees of ABAX within one year of leaving ABAX, nor employees of subcontractors or freelance employees of ABAX within one year of their last employment or assignment by ABAX, whether self-employed or employed or merely indirectly for its own account or for the account of third parties.
8.2 For each case of breach of this non-competition clause a penalty to be paid by the buyer to ABAX in the amount of EUR 150,000.00 shall be deemed to have been agreed, whereby ABAX reserves the right to assert further claims for damages.
8.3 This non-competition clause shall not apply if ABAX is dissolved or a resolution to dissolve is passed following termination.
9. prices and terms of payment
9.1 ABAX shall be entitled to demand a down payment of one third of the order amount. A further third shall be due upon delivery and the remainder upon acceptance of the order.
9.2 Unless otherwise agreed in writing with ABAX, payments shall be due promptly upon receipt of the invoice without any deductions. The date of the postmark plus two days for postal delivery shall be deemed to be the date of receipt of the invoice.
9.3 ABAX shall be entitled, notwithstanding any provisions to the contrary on the part of the buyer, to set off payments first against the buyer's older debts.
9.4 If the buyer is in default, ABAX shall be entitled to charge default interest of 1.5 % per calendar month or part thereof from the relevant point in time, even without prior reminder. The reminder charges shall amount to EUR 25 for the first reminder and a further EUR 40 for each subsequent reminder.
9.5 The buyer is only entitled to offset or exercise a right of retention if his claims have been legally established or recognised.
9.6 The buyer shall not be entitled to assign its claims against ABAX to third parties.
9.7 Offers that depend on the dollar exchange rate are subject to change without notice.ABAX reserves the right to charge the dollar exchange rate on the day of invoicing.
9.8 If the net order value is less than EUR 200,- a processing fee of EUR 20,- will be charged.
10. data protection
10.1 The buyer hereby gives his express and unlimited consent to the determination, processing and storage of the data that has become known within the scope of the contractual relationship and that is necessary for order processing. After expiry of the statutory storage obligations, the Buyer may revoke this consent in writing.
10.2 The buyer hereby revocably gives its consent to the publication of the contents of the contractual relationship or parts thereof for advertising purposes and as a reference on the homepage of ABAX, among others.
11. place of jurisdiction and place of performance
Place of performance and jurisdiction is Vienna. The law of the Republic of Austria shall apply.
12. final provisions
Should individual provisions of these general terms and conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid or enforceable provision which comes as close as possible in its economic content to the invalid or unenforceable provision. The same applies accordingly to gaps in these general terms and conditions.