General Terms and Conditions of
GeoMarketing & GIS Solutions und Services GmbH
GeoMarketing & GIS Solutions und Services GMBH (hereinafter referred to as GeoMarketing) exclusively undertakes transactions on the basis of the following General Terms and Conditions (GTC) in their current version.
The parties hereby explicitly agree that where the GTCs of GeoMarketing conflict with those of the customer, the relevant provision of GeoMarketing’s GTCs shall apply. GeoMarketing reserves the right to adapt these GTCs in line with any new legal developments, technical progress and innovations, as well as any other developments, as deemed necessary. The current version of the GTCs is printed on business correspondence issued by GeoMarketing such as offers, quotations or contracts of sale. They can also be accessed on the GeoMarketing homepage under http://www.geomagis.at. Any amendments to the GTCs will be highlighted in bold for the duration of one calendar year and shall apply without exception to all transactions entered into by GeoMarketing following announcement of the amendments. For any transactions already entered into, such amendments apply to the extent that is technically and legally possible; they do not entitle the customer to prematurely terminate the contract. GeoMarketing’s obligations in respect of any transaction entered into are exclusively limited to the scope and content of the order accepted by GeoMarketing in accordance with the order confirmation issued by GeoMarketing and these GTCs.
Distributors hereby undertake to impose the obligations accepted in the GTCs on their customers and are obliged to indemnify GeoMarketing against any damages arising as a result of a violation of this obligation.
2. Scope of Services
GeoMarketing supplies products and services in order to fulfil contracts of sale which are entered into as a result of orders being placed in response to an offer made by GeoMarketing.
3. Concluding Contracts
Offers from GeoMarketing are binding for the period specified in writing, subject to any obvious and recognisable errors regarding prices or quantities. Beyond the specified period, offers are non-binding. GeoMarketing endeavours to comply with all specified delivery deadlines. However, the customer is only entitled to withdraw from the contract in the event that products and/or services are delivered more than 14 days after the delivery deadline that was confirmed in writing on the order or 14 days after a renegotiated deadline. In the case of delivery via postal services, rail or a shipping company, GeoMarketing is deemed to have met the delivery deadline when it hands the products over to one of the stipulated transport providers for delivery to the customer within this deadline. Once the goods are handed over to the transport provider, the risk of loss, damage or destruction of the goods is transferred to the customer. In the event that GeoMarketing covers the costs of transport, this does not affect the transfer of risk. Insofar as the customer is an entrepreneur, he is subject to the commercial duty to notify complaints in accordance with Section 377 of the Austrian Commercial Code (UGB). The customer does not have a general right to withdraw from orders that the customer has accepted. In the event that the customer withdraws from a contract immediately after placing an order, the customer agrees to pay a cancellation fee of 20% of the net order value plus VAT. Both parties hereby mutually agree that any right to mitigation by the courts in respect of this cancellation fee is excluded.
4. Price, Payment and Retention of Title
Any price information contained within individually compiled offers and quotes is net, ex stores and exclusive of VAT. Any delivery costs that GeoMarketing incurs for delivery to the customer will be added to all prices quoted.
Unless agreed otherwise on an individual basis, payment is due without deductions within 14 days from receipt of invoice. In the event of late payment, GeoMarketing is entitled to invoice the customer for any expenses incurred and to demand reimbursement of any debt collection and lawyer’s fees as per the collective agreements, as well as any court fees incurred by recovering the debt by means of an action for damages. In the event of deliveries on account, the products supplied remain the property of GeoMarketing until such time as the price and any associated costs have been paid in full. When dealing with an entrepreneur, the title is retained until any and all claims that have arisen from or that arise from the business relationship have been paid in full. Insofar as these invoices and claims are charged to a current account, this also applies when the balance is drawn and acknowledged. The customer must store products that are under retention of title with maximum care and must safeguard and insure them adequately against fire, water damage, theft and any other risk of damage. Any claims arising from insurance contracts shall be deemed as transferred to GeoMarketing from the time the supply contract is concluded. The customer hereby undertakes to indemnify GeoMarketing against any violation of the duty to safeguard and insure items.
In the event that goods are seized by the courts or the financial or administrative authorities, the customer undertakes to inform GeoMarketing of the name, address and representative of the party responsible for the claim, the court of execution as well of the case number and date of the execution order and the date of seizure. The customer shall indemnify GeoMarketing against any damages resulting from a violation of this duty of information and also for any out of court or legal costs for an attachment process as per the Austrian Court Fees and Lawyers’ Fees Act. Payments will first be offset against any expenses and costs incurred, then against interest, and finally against the residual remuneration due. Late payment interest shall be deemed agreed at 4% above the applicable bank rate of the Austrian National Bank per annum.
5. Warranty and Limitation of Liability
GeoMarketing is entitled to release itself from any claims for the contract to be set aside or appropriate reductions in price by replacing defective items with ones that are free from defects within a reasonable period or by rectifying faults or providing subsequent service in a manner acceptable to the customer within a reasonable period. In providing services, GeoMarketing endeavours to ensure the maximum possible diligence, reliability and availability. In providing its services, GeoMarketing accepts liability for damage to property, but shall only be liable for intentional or grossly negligent actions on the part of its employees. In cases of only minor negligence, the parties mutually agree that any obligation to provide compensation shall be explicitly excluded.
Liability for consequential damages or for damages to tangible or intangible goods other than those provided by GeoMarketing is excluded in accordance with the Product Liability Act insofar as the customer is not a consumer in the sense defined in the Consumer Protection Act (KSchG).
Any more extensive claims for damages on any legal grounds whatsoever, in particular claims for loss of profit, interruption to operations and those relating to the loss of data and information, are excluded, provided no mandatory statutory provisions to the contrary exist. The transfer of software and/or data to third parties, even as a copy or short-term rental of a copy, is prohibited in all cases. In the event of a violation of this provision, including, in particular, if the data has only been rented out or transferred on a short-term basis, the customer shall indemnify GeoMarketing against any claims made against the customer on any legal grounds whatsoever.
6. General information
GeoMarketing reserves the right to use customer names and logos in a customer listing – exclusively for the purpose of presentations – as well as in the quarterly newsletter. However, GeoMarketing will not pass on data to third parties. A contractual partner must expressly inform GeoMarketing if use of this data is forbidden. The authorisation of use can be withdrawn at any time.
In the event of any disputes, the parties hereby agree that the court in St Pölten retains local jurisdiction. For any disputes arising out of transactions with consumers, the parties agree that the court in St Pölten retains local jurisdiction insofar as St Pölten is the normal domicile, place of residence or place of employment of the customer. Austrian law applies. GeoMarketing reserves the right, at its own risk, to commission third-party companies to provide services in connection with this contractual relationship. Unless otherwise agreed, and subject to any mandatory provisions in the Consumer Protection Act, the legal provisions that apply between registered traders shall apply. The contractual partner is obliged to inform GeoMarketing immediately of any changes to its name, designation, changes to the telephone number provided, to its address (business address, relocation of registered offices) or any change to its legal form. In the event that the contractual partner fails to notify GeoMarketing of any changes, any legally significant communications from GeoMarketing shall be deemed to have been received provided that they were sent to the last known address. In cases of doubt or where individual or multiple provisions prove to be legally invalid, all other provisions of the above General Terms and Conditions shall remain binding. Insofar as provisions become partially or wholly invalid, these shall be replaced by a provision that would be agreed by knowledgeable parties seeking a functional solution.
Last updated: November 2015