Purchase Conditions

Purchase Conditions of SinusPro GmbH

§ 1 Validity of the purchase conditions

The following purchase conditions shall apply exclusively to the business dealings with SinusPro (hereafter: SinusPro).

These purchase conditions are binding for all present and future business dealings with each supplier or contractual partner SinusPro acquires services and products from, even if no express reference is made to it.

The application of the contractual partner’s GTC (purchase as well as sales conditions) is excluded from the outset. Deviations from these terms and in particular the contractual partner’s terms shall only apply if they are acknowledged and confirmed by SinusPro GmbH expressly and in writing.

§ 2 Offer and conclusion of contract

Unless otherwise specified by SinusPro, the offer has to be binding for at least two months.

Orders from SinusPro shall only be legally binding, if they are made in writing and duly signed on behalf of the company. The requirement of the written form shall be considered met if the order is made by fax.

The preparation of offers submitted to SinusPro shall be free of charge, irrespective of the necessary preparatory work.

Indivisible overall performances shall be agreed.

SinusPro is entitled to declare a project stop at any time and to withdraw from a contract or a project. In such a case, the contractual partner is entitled to payment of the services provided until then, but not to any further claims. Under no circumstances shall the contractual partner have a claim to the entire fee, if SinusPro withdraws from a contract or project during the project term.

§ 3 Non-disclosure

The contractual partner hereby irrevocably undertakes to maintain silence with regards to all trade and business secrets made accessible, made available to him by SinusPro or otherwise become known to him in connection with or due to the business relationship or the contact to SinusPro and not to make these accessible to third parties in any way whatsoever without SinusPro’s approval. Furthermore, the contractual partner undertakes to only use information on a “need to know” basis and only within the framework of the concluded contract.

The obligation to secrecy remains valid for 3 years after the end of the business relationship with SinusPro or independent of a business relationship for 3 years after bid solicitation from SinusPro.

Advertising and publications concerning orders by SinusPro, as well as the inclusion of SinusPro in the contractual partner’s reference list require SinusPro’s prior written consent.

§ 4 Additional services

a) Qualifications

The contractual partner shall only use carefully selected and well trained employees. The contractual partner shall make the names and functions of the responsible employees known in writing. The contractual partner shall replace employees who don’t have the required expert knowledge or impede fulfilment of the contract, at SinusPro’s request within the shortest possible time.

b) Documentation

The contractual partner shall provide the services agreed with SinusPro (e.g. documentation, calculation models, etc.) to SinusPro. SinusPro is entitled to reproduce and use the documentation for contractual use.

§ 5 Prices

All the contractual partner’s services are paid at fixed prices plus the legally prescribed value added tax. All services necessary for proper fulfilment of the contact are included in the agreed fixed prices.

If the contractual partner offered a service at a flat fee, additional costs incurred will only be paid by SinusPro, if SinusPro requested the required additional expenditure, the contractual partner made an offer for the additional expenditure and SinusPro ordered the defined additional expenditure in writing. Additional expenditure not ordered by SinusPro shall be borne by the contractual partner and will not be paid by SinusPro.

The SinusPro order number must be cited in all documents regarding the order, in particular invoices. Otherwise SinusPro shall be entitled to defer them without processing and, in doubt, to consider them not received by SinusPro.

If payment is made within fourteen days from receipt of the invoice, SinusPro shall be entitled to a discount of 3 %. No advance payments shall be made by SinusPro. Unless expressly agreed otherwise, the payment term shall be 30 days from receipt of the invoice or the document triggering the payment term. Insofar as acceptance of the contractual partner’s deliveries and services is agreed, the contractual partner shall be entitled to invoice after successful acceptance, in the event of pure delivery transactions, after full delivery.

If the contractual partner becomes active as a sub-supplier for a contract SinusPro received from a customer and SinusPro passes on the services received directly to a customer, the supplier shall only receive the fee for his services once SinusPro has received the fee due from its customer. SinusPro shall inform the supplier within 14 days from receipt of the fee, whereupon the supplier shall submit an invoice to SinusPro.

§ 6 Place of fulfilment and acceptance

The place named by SinusPro (in particular in the order) or SinusPro’s seat shall be the place of fulfilment for the deliveries and/or services.

If it becomes obvious to the contractual partner that he falls behind with the delivery and/or service, the contractual partner must notify SinusPro immediately of the imminent delay and its expected duration. The notification does not cause an exemption from the contractual penalty cited below.

After delivery or after the written ready message for acceptance by the contractual partner and if the complete documents are present, SinusPro shall carry out an acceptance test. Unless otherwise contractually agreed, an acceptance date must be specified within one week from completion notice by the contractual partner. Operational usage of the provided services prior to formal acceptance does not replace it in any event and does not constitute a conclusive acceptance declaration. After successful completion of the acceptance test and its confirmation by SinusPro in form of a written acceptance declaration duly signed on behalf of the company, the service is considered accepted (hereafter referred to as “acceptance”.)

Price reduction in the event of a delay: If the contractual partner is in delay, SinusPro shall be entitled to charge a price reduction of 0.5% excl. VAT per day of the total order value for every commenced day of the delay in delivery, excl. VAT, max., however, up to a maximum of 10% of the total order value excl. VAT. This shall also apply if the contractual partner provides a partial delivery and/or service after the agreed delivery and/or service deadline and this is accepted by SinusPro.

§ 7 Warranty/liability

In the event of the warranty, SinusPro shall be entitled to determine the type of warranty (improvement, exchange, price reduction or rescission).

§ 377 UGB shall not apply.

Liability exclusions as well as liability limitations of the contractual partner, in particular out of warranty or compensation for damages, shall not be accepted.

§ 8 Place of jurisdiction and choice of law

a) Place of jurisdiction

In order to decide all disputes arising from a contract – including those concerning its existence or non-existence – it is agreed that the eligible courts at SinusPro’s seat shall be exclusively competent.

b) Choice of law

The purchase shall be exclusively subject to the law of the Republic of Austria to the exclusion of the UN sales convention.

§ 9 Cancellation and withdrawal of the contract

a) Cancellation (continuing obligations)

In the event of continuing obligations, SinusPro is entitled to cancel with 30 days’ notice, the contractual partner with 90 days’ notice with effect from the end of the month.

A waiver of cancellation by SinusPro requires SinusPro’s express written confirmation, otherwise it shall not be effectively agreed.

SinusPro shall be entitled to cancel the contract at any time without notice, for an important reason. Important reasons are, in particular, the reasons listed under b) or the contractual partner’s death, in the event a legal entity is liquidated or insolvency proceedings are initiated with regards to the contractual partner’s assets or rejected due to lack of cost-covering assets.

b) Withdrawal from the contract

SinusPro shall be entitled to declare withdrawal from the contract, if there is an important reason, in particular:

if the contractual partner violates official regulations or the provisions of these purchase terms;

if the contractual partner carried out adverse actions, in particular, if he made arrangements with other companies that are detrimental to SinusPro, immoral or in violation of the principle of competition;

if the contractual partner directly or indirectly promised or gave advantages or threatened or caused disadvantages to employees of SinusPro who are carrying out execution of the contract.

SinusPro is entitled to withdraw from the entire contract that has not been fulfilled or only with regards to individual parts of the contract, in the event of one of the reasons listed in § 9 a) or b).

SinusPro is entitled, in the event of those reasons entitling it to withdraw from the contract, after one written request to the contractual partner and setting a grace period of 14 days (from the date of the sending postmark) to the contractual partner, in the event of imminent danger, however, immediately, to arrange a substitute performance without further notice at the contractual partner’s risk and expense. All costs and damages incurred as a result of a substitute performance shall be borne by the contractual partner. SinusPro is entitled to offset such amounts against the contractual partner’s claims.

§ 10 Further provisions

a) Insurance

The contractual partner is obliged to take out liability insurance according to his business purpose of at least € 500,000 (EURO five hundred thousand). This insurance contract must be proven to SinusPro by means of sending the policy. In the event of changes (e.g. end of the insurance contract, change of the insurance company, change of the insurance sum) SinusPro must be notified immediately. In the event the contractual partner does not meet these obligations, SinusPro is entitled to demand a contractual penalty of € 1,000 (EURO one thousand) from the contractual partner.

b) Severability clause

In the event a provision of these terms and conditions is or becomes fully or partially legally ineffective or unenforceable, the legal validity of all other terms of business shall remain unaffected. The contractual parties shall replace the legally ineffective or unenforceable provision by an effective and enforceable provision that is as close as possible to the legally ineffective or unenforceable provision in terms of contents and purpose.

c) Formal requirement

Any changes or additions to the contract require the written form. This also applies to the change of the requirement of the written form.

d) Offsetting

Offsetting of claims by SinusPro against counter-claims of whatever kind are excluded.

e) Prohibition against passing on the order

The order must not be passed on to subcontractors without SinusPro’s consent, neither in part nor in full.


© SinusPro GmbH 2016-07-28