General terms and conditions
1 Scope of application
1.1 The general terms and conditions of business and delivery of SOLGENIUM OG, in the following SOLGENIUM or contractor, are valid for all services and deliveries that SOLGENIUM OG provides to the customer, unless they are changed or excluded by an explicit written agreement with us.
1.2 Should these terms and conditions be changed, a copy of the changed version will be sent to the customer. The amendment will be considered as approved if the purchaser does not object in writing within two weeks after receipt of the amendment.
1.3 The General Terms and Conditions (hereinafter referred to as GTC) of the respective customers shall not become part of the contract unless this is agreed separately.
2.1 Open offers of SOLGENIUM OG are subject to change and non-binding, unless the opposite is explicitly stated. The sending of catalogues, brochures or price lists does not oblige to delivery or service.
2.2 Orders require our written or telex confirmation to be legally effective. The same applies to additions, amendments and subsidiary agreements. In case of immediate delivery or performance, the written confirmation can also be replaced by an invoice.
2.3 The documents belonging to the offers, as well as illustrations, drawings, brochures and other service descriptions are to be understood as approximate values and in particular do not represent any assurances of characteristics, unless they are expressly designated as binding in writing.
2.4 Employees of SOLGENIUM OG are not authorized to make additional agreements or to give assurances that go beyond the content of the written contract or to change it.
2.5 Offers are valid for 10 working days from date of delivery.
3 Conclusion of contract
3.1 The contracts come into effect with the acceptance of the order placed by the customer to SOLGENIUM OG in a legally valid way by the acceptance of the order by SOLGENIUM OG. The transmission of the contract must be in written form and must be signed by the company.
3.2 The contracting parties are obliged to inform each other in writing and in due time about all relevant circumstances, which make a change of the contract necessary.
3.3 The contractual relationship begins with the receipt of the acceptance by SOLGENIUM OG to the customer or the signing of the contract and ends with the mutual performance of the service. Contractual relationships with an indefinite period of time can be terminated in writing by any party to the contract without reason by giving three months’ notice from the end of a month, unless otherwise agreed in the respective contract.
4 Scope of services & reporting
4.1 Unless otherwise agreed, the Contractor shall perform the contractual services in the manner chosen by the Contractor. The selection of the employees performing the contractual services is the responsibility of the contractor. These will be notified to the principal and are part of the services offered. In the event of a change or if third parties are called in to perform the services, the agreement of the Principal must be reached.
4.2 The client acknowledges that SOLGENIUM OG also works on the basis of information from third parties.
4.3 The client ensures that the organizational framework conditions at his place of business allow for preferably undisturbed work towards the fulfillment of the order, which is conducive to the rapid progress of the work process.
4.4 The customer ensures that the SOLGENIUM OG project team will be provided with all documents necessary for the fulfilment and execution of the order in due time and without any special request from the customer and that the customer will be informed about all processes and circumstances that are important for the execution of the order. This also applies to all documents, procedures and circumstances that only become known during the activity of the SOLGENIUM OG project team. Delays in deadlines, which are caused by the fact that the client does not submit the necessary documents to SOLGENIUM OG in time are at the expense of the client.
5 Services not covered by the contract
5.1 Unless expressly agreed otherwise, the following services are not covered by the agreed remuneration; they are at the expense of the client:
- The elimination of errors caused by the client or third parties.
- In the event of unjustified use of services, the contractor is entitled to charge the costs incurred to the client at the currently valid cost rates.
The Customer shall be notified in advance by the Contractor of any use of services not agreed upon.
6 Performant dates
6.1 Dates and delivery periods are binding, unless otherwise expressly agreed in writing. The delivery is subject to the reservation of elasticity appropriate to the subject of the contract and examination, usually 20% of the contract period in days. If SOLGENIUM OG is dependent on information to be obtained from third parties, and if SOLGENIUM OG has informed the contract partner of delays resulting from this, the elasticity is increased in calendar days by the duration of the delay.
6.2 Events of force majeure, official orders and other operational disturbances extend the period up to six months. In case of longer duration both parties are entitled to withdraw from the contract in writing. The same applies if the fulfilment of the contract is no longer reasonable for one side.
6.3 SOLGENIUM OG is entitled to fulfill the service obligation in partial performances.
7 Elimination of defects and warranty
7.1 If the provisions of the Consumer Protection Act do not apply to the client, the client must assert any warranty claims in court within six months of the delivery of the final report.
7.2 The Contractor is entitled and obliged to remedy any inaccuracies and defects in its performance that become known subsequently within six months. He is obliged to inform the client of this immediately.
7.3 For the time being, the customer is only entitled to a free removal of defects, if SOLGENIUM OG is responsible for them.
7.4 In case of failure of the rectification of possible defects, the customer is entitled to a reduction of the purchase price or – if the service rendered is rightfully of no interest for the customer due to the failure of the rectification – the right of rescission. Insofar as claims for damages exist beyond this, the provisions of item 13 shall apply.
8.1 Unless otherwise stated, SOLGENIUM OG is bound to the prices stated in its binding offers for 10 working days from their date. Decisive are the prices stated in the order confirmation. Additional deliveries and services or travel expenses will be charged separately.
8.2 The prices are valid in the currency stated on the offer/invoice, unless otherwise agreed, plus the value added tax valid on the day of the contract.
9 Terms of payment
9.1 The payment must be made after the service has been rendered by payment to the business account of SOLGENIUM OG.
9.2 The invoices issued by SOLGENIUM OG are due 10 working days after the invoice date without deduction and free of charges.
9.3 Advance payments are agreed upon separately at the conclusion of the contract.
9.4 If an invoice is not objected to in writing and justified within 10 working days, it is considered as approved.
9.5 In case of default SOLGENIUM OG is entitled to charge reminder fees, costs of further collection measures and 7% p.a. default interest.
9.6 If the execution of the order does not take place due to circumstances that are an important reason on the part of the SOLGENIUM OG project team, the team is only entitled to the part of the fee corresponding to its previous services. This is especially valid, if the previous services of SOLGENIUM OG are usable for the client despite termination.
9.7 All delivered services remain the property of SOLGENIUM OG (goods subject to retention of title) until the complete and final fulfillment of all claims, regardless of their legal basis, including future or conditional claims, also from contracts concluded later. As long as the customer is not in default, he may use the services of SOLGENIUM OG in the ordinary course of business.
10 Termination and withdrawal
10.1 If the customer withdraws from the contract for reasons that are not the responsibility of SOLGENIUM OG, compensation for damages in the amount of the expenses incurred by SOLGENIUM OG, but at least 25% of the net order value, is considered as agreed upon.
10.2 If the customer behaves contrary to the contract, especially with regard to point 4.3, or if he does not meet his payment obligations, SOLGENIUM OG is entitled to cancel the contract by claiming the outstanding payments and costs incurred.
10.3 A change in the personnel composition of the project team is no reason that entitles the customer to terminate the contract.
11.1 The services of SOLGENIUM OG are sold to the customer exclusively for his own use. He is not allowed to resell, copy or leave them to others for use. The buyer is liable for the acceptance by his signature. In case of violation of this agreement, the buyer is liable for the occurred damage. Publications are only allowed with the consent of SOLGENIUM OG.
11.2 The SOLGENIUM OG project team retains a copyright on its services.
11.3 In case of access of third parties to the services of SOLGENIUM OG the customer must point out the property of SOLGENIUM OG immediately and must inform SOLGENIUM OG immediately.
12.1 All persons working for SOLGENIUM OG are obliged to maintain silence about all matters that they become aware of in connection with the order given to SOLGENIUM OG. This obligation of secrecy refers to the client as well as to his business relations.
12.2 The customer on his part commits himself to maintain silence about the internal business processes at SOLGENIUM OG that become known to him.
12.2 Only the customer himself can release the SOLGENIUM OG project team from this obligation of secrecy in writing.
12.3 The SOLGENIUM OG project team is only allowed to hand over reports and other written statements about the results of its activities to third parties with the consent of the client.
12.4 The obligation of secrecy for all persons working for SOLGENIUM OG is also valid for the time after the completion of the order. Excluded are cases where there is a legal obligation to provide information.
12.5 The SOLGENIUM OG project manager, the SOLGENIUM OG IT representative(s) and the SOLGENIUM OG management are authorized to process personal data entrusted to them within the scope of the purpose of the order or to have them processed by third parties. The SOLGENIUM OG project manager guarantees the obligation to maintain data secrecy (DSGVO) according to the regulations of the Data Protection Act.
13 Limitation of liability
13.1 The services rendered by SOLGENIUM OG are to be understood purely as information gathering and pointing out possibilities in the sense of the respective order. The information can only serve as a basis for decisions to be made by the client himself.
13.2 The management and the members of SOLGENIUM OG involved in the project are only liable for damages in case of intent or gross negligence, within the framework of the legal regulations. This is also valid for violation of obligations by called in colleagues.
13.2 Claims for damages due to impossibility of performance and positive breach of contract are excluded, unless intentional or grossly negligent action is present.
13.3 The compensation of consequential damages, and damages resulting from improper use and misinterpretation of the services of SOLGENIUM OG as well as loss of profit, loss of interest and damages resulting from claims of third parties against the customer are excluded.
13.4 The claim for damages can only be asserted in court within six months after the claimant(s) has (have) become aware of the damage, but at the latest three years after the event causing the claim.
13.5 SOLGENIUM OG only guarantees the correctness and completeness of the respective information until the completion of the respective order or partial order.
13.6 SOLGENIUM OG is only liable for incorrect information of third parties, if the incorrectness was not recognized due to gross negligence or intention.
14 Data Protection (GDPR)
14.1 SOLGENIUM OG takes all technically possible measures to protect the customer data stored in the company. However, SOLGENIUM OG is not liable if third parties illegally gain access to these data. The assertion of damages of the contracting party or third parties against SOLGENIUM OG from such a connection is excluded by mutual agreement.
15 Other provisions
15.1 The contract remains effective in its remaining parts even if individual provisions and conditions are legally ineffective. This shall not apply if in this case adherence to the contract would constitute unreasonable hardship for one of the contracting parties.
15.2 The customer will notify SOLGENIUM OG of any changes in his name or the name he has given SOLGENIUM OG, as well as any change in his address (change of domicile) or his legal form and his company register number within one month of the change at the latest. Declarations made by SOLGENIUM OG to the last address provided by the customer are considered received by the customer, even if the customer has not notified SOLGENIUM OG of a change of address.
15.3 As soon as SOLGENIUM OG becomes aware of any circumstances that could call into question a contractual fulfillment of the order, the customer will be informed immediately about these circumstances and possible measures to be considered.
15.4 As soon as the client recognizes any circumstances that could question a contractual fulfillment of the order, SOLGENIUM OG is to be informed immediately in writing about these circumstances and possible measures to be considered. If SOLGENIUM OG is not informed, point 10.1 is to be applied.
15.5 SOLGENIUM OG is entitled to publish general knowledge gained within the scope of the contract as individual publications or in series. Customer-specific knowledge can only be used in publications after prior and written agreement with the client.
15.6 Unless otherwise agreed upon in the special part of the contract and in the “General Terms and Conditions of Contract”, the provisions of the Austrian Civil Code (ABGB) as well as other Austrian laws apply in a subsidiary manner.
16 Place of jurisdiction
16.1 Linz shall be deemed agreed as the place of jurisdiction. Austrian law shall apply exclusively.