General business terms NETxAutomation Software GmbH
In the following text, the company shall be referred to as NETxAutomation
Conclusion of the contract
The following business rules apply for all offers, orders, deliveries and performances of NETxAutomation. They are automatically accepted upon appointment of the contract and acceptance of deliveries made. They are valid also for future business between NETxAutomation and the customer even if they are not explicitly repeated. Any deals which are made and diverge from these rules are only valid when made in writing. Other business conditions will not be included in the contract, also when they are not explicitly contradicted.
A contract becomes valid upon written confirmation of the order by NETxAutomation or when NETxAutomation sends the goods. Offers made by NETxAutomation are subject to change and non-binding. All photos and illustrations, performance descriptions and data medium in connection with any documentation supplied are to remain the property of NETxAutomation. They are to be immediately returned to NETxAutomation upon demand and may not be made available to third parties.
Place of performance and jurisdiction
2.1 Place of performance and jurisdiction is Wels, as far as the customer is considered to be a registered trader, a legal or corporate body under public law or a special estate under public law or if the customer has no common place of jurisdiction within the country, without NETxAutomation losing the right to press charges or claims at any other place of jurisdiction.
2.2 The laws of the Republic of Austria, The Hague uniform trading laws and The Hague uniform laws of business transactions and business conclusions exclusively determine the legal relationships between NETxAutomation and the customers. If any provision in this agreement is held invalid or unenforceable by a body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly affects the parties’ original intent in entering into this agreement or to provide an equitable adjustment in the event no such provision can be added. The other provisions of this agreement will remain in full force and effect (sever ability clause).
3.1 Delivery dates are only valid when confirmed in writing by NETxAutomation. Should any performance by NETxAutomation be delayed beyond the confirmed time given by NETxAutomation, any claims resulting can only be pressed after a deadline set by the customer of at least two weeks unless the customer can show that his interest due to the deadline being exceeded has ceased to exist. Should NETxAutomation be delayed in delivering the goods or should a delivery be made impossible, there will be no compensation for damages or losses unless due to wanton negligence by NETxAutomation or deliberately caused by them.
3.2 Should NETxAutomation not be able to fulfill the contract or fulfill it on time due to superior force (especially strikes, lockouts, lack of material supplies, blockades and stoppages) then NETxAutomation can withdraw from the contract without there being any obligation to pay compensation.
3.3 Upon forwarding for dispatch, the risk is carried by the customer. This is also valid when carriage prepaid delivery has been agreed upon. Should the goods be picked up by the customer, the risks are passed on to the customer upon him showing willingness to pick them up.
4.1 As far as nothing else is agreed, all payments are to be made within 14 days following the date on the invoice without discount and even with only partial delivery. Regardless of any other valid provisions made by the customer, payments will be added to the oldest appropriate payables. The conditions of payment as per invoice are valid. The current appropriate price list is valid. All extra delivery costs such as banking fees, forwarding, customs and other duties and taxes are to be carried by the customer.
4.2 Should the customer be delayed in making payment, NETxAutomation is entitled to demand a late payment fee of 4% per annum above the bank rate of the Austrian National Bank. The proof that a higher or further loss or respectively a lesser loss has incurred due to late payment, can be claimed by the party who stands to benefit from such a claim. The late payment interest will be calculated for each new calendar day on which the contract has been fulfilled by consignment, provision or delivery of the goods being requested or by NETxAutomation fulfilling the corresponding service.
4.3 The customer can only make further or offsetting claims when these are indisputable or have been determined by a final court decision. A right of retention due to a counter-claim can only be pressed by the customer when the claim for payment from NETxAutomation and the counter claim of the customer rests upon the same contractual relationship.
4.4 The goods remain the property of NETxAutomation until payment has been made in full. Pledging or assignment as security of the goods or surrendering of goods by way of exchange is not permitted to the customer.
Right of withdrawal in distance selling
Performance guarantee and limitation of liability
5.1 The customer pledges himself to examine the delivered goods immediately after receipt of them and to report any damages, faults or other complaints in writing to NETxAutomation within 14 days. Guarantee claims made after 14 days of receipt are not valid unless the defect was neither noticeable at the time of inspection nor within 14 days.
5.2 NETxAutomation will not be liable for any loss of assets and income or other damages which results from the use of a program or device unless the damage or loss is due to a deliberate breach of contract or willful neglect of the rules of the contract. The customer bears the sole responsibility for the correct usage and for data security. The customer must take all the necessary steps required for minimizing any possible damage.
5.3 NETxAutomation´s guarantee is limited to supplying replacements or to providing improvements of their choice. Should the improvement or replacement prove to be ineffective, then the customer can choose to either demand to have the purchase price reduced or for the contract to be retracted. The improvements or replacements can be considered to have failed when it is not possible for NETxAutomation to carry out such improvements or replacements within a reasonable time and where such improvements and or replacements which have already taken place but have failed, pose a condition where it would no longer be tolerable for the customer to agree to further such improvements or replacements. After three failed attempts at trying to remove any problems, it is to be considered as intolerable for the customer to accept any further attempts. The customer cannot make further claims for direct or indirect damages unless it can be shown that it is due to willful neglect or deliberate breach of the rules of the contract by NETxAutomation.
5.4 NETxAutomation customers must be aware that according to the current level of technology it is not possible to develop computer programs which operate without faults under all possible conditions. NETxAutomation´s guarantee covers software which basically is usable as according to the system documentation.
5.5 Unless otherwise stipulated in writing, NETxAutomation cannot guarantee that the program functions will meet the customer’s demands or are suitable for a definite purpose.
5.6 Unless it is specifically specified in writing, NETxAutomation does not guarantee the compatibility of any delivered software with any other program or hardware device.
5.7 In addition to the conditions written here, the manufacturer’s licensing conditions which are included in the program package are also applicable.
5.8 Upon opening of the sealed data-storage-medium package, the customer accepts the licensing conditions contained therein. A subsequent return of goods or exchange for another product is not possible.
6.1 Unless otherwise stated by NETxAutomation, all goods require an export license. All export licenses are to be obtained by the customer and all related costs born by him. The customer accepts all export regulations and commits himself not to sell, export or otherwise pass- on such products or technical information directly or indirectly to persons, companies or countries if this contradicts Austrian or foreign laws or regulations.
6.2 NETxAutomation is allowed to save and evaluate and process the received data connected to the business relationship in accordance to the Federal Data Protection law.
6.3 The customer may not transfer his demands arising from the contract to third parties.
6.4 If in certain cases one of the parties insists upon the non-compliance to a single contract rule, this does not mean that they cannot at a later time insist upon the enforcement of the same or of another contract rule.
6.5 NETxAutomation provides a cost free technical hotline for their partners. For all other customers NETxAutomation reserves the right to claim compensation.