Purchase Conditions of SinusPro GmbH
§ 1 Validity of the Terms and Conditions of Purchase
The following terms and conditions of purchase shall apply exclusively to business transactions with SinusPro GmbH (hereinafter: SinusPro).
These Terms and Conditions of Purchase shall be binding for all present and future business transactions with any supplier or contractual partner from whom SinusPro procures services and products, even if no express reference is made thereto.
The validity of general terms and conditions (terms and conditions of purchase as well as terms and conditions of sale) of a contractual partner shall be excluded from the outset. Deviations from these terms and conditions and in particular also terms and conditions of the contractual partner shall only apply if they are expressly recognised and confirmed in writing by SinusPro GmbH.
§ 2 Offer and conclusion of contract
Unless otherwise specified by SinusPro, the offer has to be binding for at least two months.
Orders placed by SinusPro shall only be legally binding if they are made in writing and signed in the company's name. The written form shall also be deemed to have been fulfilled if the order is placed by fax.
The preparation of offers submitted to SinusPro is free of charge, irrespective of the preparatory work required for this.
Indivisible overall performances shall be agreed.
SinusPro has the right to declare a project stop at any time and to withdraw from a contract or to drop out of a project. In such a case the contract partner shall be entitled to payment for the services rendered up to that point, but shall have no further claims. Under no circumstances shall the contractual partner be entitled to the agreed total remuneration if SinusPro withdraws from a contract or project during the term of the project.
§ 3 Secrecy
The contracting party hereby irrevocably undertakes to maintain secrecy about all business and trade secrets made accessible to it by SinusPro, made available to it or otherwise made known to it in connection with or on the basis of a business relationship or contact with SinusPro and not to make these accessible to third parties in any way whatsoever without the consent of SinusPro. Furthermore, the contractual partner undertakes to use information only on a "need to know" basis and only within the framework of the concluded contract.
The obligation to maintain secrecy shall remain in force for 3 years after termination of the business relationship with SinusPro or, irrespective of a business relationship, for 3 years after SinusPro has obtained a quotation.
Advertising and publications about orders of SinusPro, as well as the inclusion of SinusPro in the reference list of the contracting party shall require the prior written consent of SinusPro.
§ 4 Fringe benefits
The contracting partner shall only use carefully selected and well-trained employees. The contract partner shall disclose the name and function of the responsible employees in writing. The contracting party shall, at the request of SinusPro, replace within the shortest possible time employees who do not possess the required expertise or who impair the fulfilment of the contract.
The contracting party shall deliver to SinusPro the services agreed with SinusPro (e.g. documentation, calculation models, etc). SinusPro shall be entitled to reproduce and use the documentation for the contractual use.
§ 5 Prices
All services of the contractual partner shall be remunerated at fixed prices plus the statutory value added tax. The agreed fixed prices include all services that are necessary for the proper fulfilment of the contract.
If the contracting party has offered a service at a lump sum price, any additional costs incurred shall only be paid by SinusPro if SinusPro has requested the necessary additional expenditure, the contracting party has offered this and finally SinusPro has ordered the defined additional expenditure in writing. Additional expenses which have not been ordered by SinusPro shall be borne by the contracting party and shall not be remunerated by SinusPro.
In all documents relating to the order, in particular invoices, the SinusPro order number shall be quoted, otherwise SinusPro shall be entitled to return them without processing and in case of doubt they shall be deemed not to have been received by SinusPro.
In the event of payment within fourteen days of receipt of the invoice, SinusPro shall be entitled to a discount in the amount of 3 %. Advance payments shall not be made by SinusPro. In the absence of an express agreement to the contrary, the payment period shall be 30 days from receipt of the invoice or the document otherwise triggering the payment period. Insofar as an acceptance of the deliveries and services of the contracting party has been agreed, the contracting party shall be entitled to invoice after successful acceptance, in the case of pure delivery transactions after complete delivery.
If the contracting party acts as a subcontractor for an order received by SinusPro from a customer and SinusPro passes on the services received directly to a customer, the supplier shall not receive the fee for its performance until SinusPro has received the fee due to it from the customer. SinusPro shall inform the supplier within 14 days of the receipt of the fee, whereupon the supplier shall send an invoice to SinusPro.
§ 6 Place of performance and takeover
The place of performance for the deliveries and/or services shall be the place specified by SinusPro (in particular in the order) or at the registered office of SinusPro.
If it is recognisable to the contracting party that it will be in default of delivery and/or performance, the contracting party shall immediately notify SinusPro of the imminent default and its expected duration. The notification shall not result in any exemption from the contractual penalty specified below.
After successful delivery or after the written notification of readiness for acceptance by the contract partner and upon presentation of the complete documentation, SinusPro shall carry out an acceptance test. An acceptance date is, unless otherwise contractually agreed, within one week from completion notification by the contracting party. The operational use of the transmitted services before the execution of the formal acceptance shall in no case replace this and shall not constitute a conclusive declaration of acceptance. After successful completion of the acceptance test and its confirmation by SinusPro in the form of a written and signed acceptance declaration, the service shall be deemed to have been accepted (hereinafter referred to as "acceptance").
Price reduction in case of delay: If the contracting party is in delay, SinusPro shall be entitled to charge a price reduction in the amount of 0.5% per day of the total order value excluding VAT for each commenced day of delay in delivery, however, up to a maximum amount of 10% of the total order value excluding VAT. This shall also apply if the contracting party provides a partial delivery and/or service after the agreed delivery and/or service date and this is accepted by SinusPro.
§ 7 Warranty/Liability
In the case of warranty, SinusPro shall be entitled to determine the type of warranty (improvement, exchange, price reduction or conversion).
§ Section 377 UGB does not apply
Exclusions of liability as well as limitations of liability of the contractual partner, in particular under the title of warranty or damages, are not accepted.
§ 8 Jurisdiction and choice of law
a) Place of jurisdiction
For the resolution of all disputes arising from a contract - including those concerning its existence or non-existence - the exclusive jurisdiction of the relevant courts at the registered office of SinusPro is agreed.
b) Choice of law
The contract shall be governed exclusively by the law of the Republic of Austria to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
§ 9 Termination and withdrawal from the contract
a) Termination (continuing obligations)
In the case of continuing obligations, SinusPro may terminate with effect from the end of the month subject to a notice period of 30 days, the contractual partner with effect from the end of the month subject to a notice period of 90 days.
A waiver of termination on the part of SinusPro requires the express written confirmation by SinusPro, otherwise this is not effectively agreed.
For important reasons SinusPro may terminate a contract at any time without notice. Important reasons are in particular the reasons mentioned under b), or if the contracting party dies, in the case of a legal entity is liquidated or insolvency proceedings are opened over the assets of the contracting party or are dismissed for lack of cost-covering assets.
b) Withdrawal from the contract
SinusPro is entitled to declare the withdrawal from the contract if there is an important reason, in particular:
if the contracting party violates official regulations or the provisions of these purchasing regulations;
if the contracting party has taken disadvantageous actions, in particular if it has entered into agreements with other companies which are disadvantageous for SinusPro, contrary to public morals or contrary to the principle of competition;
if the contracting party has directly or indirectly promised or granted advantages to employees of SinusPro who are involved in the conclusion or implementation of the contract, or has threatened or inflicted disadvantages.
SinusPro shall be entitled, in the event of one of the reasons stated in § 9 a) or b), to withdraw either with regard to the entire contract not yet fulfilled or only with regard to individual parts thereof.
SinusPro shall have the right to carry out a substitute performance at the risk and expense of the contracting party in the event of reasons entitling SinusPro to withdraw from the contract, after a single written request to the contracting party and setting a grace period of 14 days (from the date of the postmark) to the contracting party, but immediately in the event of imminent danger, without further notification. All costs and damages resulting from a substitute performance shall be borne by the contracting party. SinusPro may offset such amounts against the claims of the contracting party.
§ 10 Further provisions
The contracting party shall be obliged to take out a liability insurance policy corresponding to its business purpose for at least € 500,000 (Euro five hundred thousand). This conclusion shall be proven to SinusPro by sending the policy. In case of changes (e.g. end of the insurance contract, change of the insurance company, change of the sum insured) SinusPro shall be informed immediately. Should the contracting party fail to comply with these obligations, SinusPro shall be entitled to demand a contractual penalty in the amount of € 1,000 (EURO one thousand) from the contracting party.
b) Severability clause
Should any provision of these Terms and Conditions be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity of all other business provisions. The contracting parties shall replace the legally invalid or unenforceable provision with a valid and enforceable provision which comes as close as possible to the legally invalid or unenforceable provision in terms of content and purpose.
c) Formal requirement
Amendments or supplements to a contract must be made in writing. This also applies to the amendment of the written form requirement.
Offsetting against claims of SinusPro with counterclaims of any kind whatsoever shall be 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