1. Scope
1.1 These general terms apply to business-to-business transactions, namely the delivery of goods and, mutatis mutandis, the provision of services, including consulting and IT services.
1.2 The version of these terms current at the time of contract conclusion applies, available at https://inventio.at/agb.html.
1.3 Customer terms and conditions, or amendments and additions to these terms, require our express written consent to be valid.
1.4 We reserve all rights, in particular trademark and copyright, to the entire content of our website. Unless use is mandatorily permitted by law, any use of our website content requires our prior written consent. All product images are symbolic; delivered goods may deviate from product images for technical reasons.
2. Offers
2.1 Offers by the seller are non-binding and subject to change.
2.2 Offer and project documents may not be reproduced or made available to third parties without the seller's consent.
3. Conclusion of contract
3.1 The contract is deemed concluded when the seller, upon receipt of the order, has dispatched a written order confirmation or a delivery.
3.2 Information in catalogues, brochures, promotional material and verbal statements not incorporated into the contract gives rise to neither warranty claims nor liability.
3.3 Subsequent amendments and additions to these terms require written confirmation to be valid.
4. Delivery
4.1 The delivery period commences on the latest of the following: (a) the date of the order confirmation; (b) the date on which the buyer has fulfilled all technical, commercial and other prerequisites incumbent upon it; (c) the date on which the seller receives a deposit or security due before delivery.
4.2 Official permits required for the execution of plants must be obtained by the buyer.
4.3 The seller is entitled to make and invoice partial or advance deliveries. Where delivery on call is agreed, goods are deemed called off no later than one year after the order.
4.4 In the event of unforeseeable circumstances or circumstances beyond the parties' control – in particular force majeure, armed conflict, official interventions, transport and customs delays, energy and raw-material shortages, labour disputes, pandemics or the failure of a key supplier – the delivery period is extended by the duration of such circumstances.
4.5 A delay demonstrably caused solely by the seller's fault entitles the buyer to a contractual penalty of at most ½ % per completed week of delay, up to a maximum of 5 % in total, of the value of the affected part of the delivery, provided the buyer has suffered damage in this amount. Further claims are excluded.
4.6 Where acceptance has been agreed, the goods are deemed fully accepted at the latest upon commencement of their use in the buyer's business operations.
4.7 The seller may engage subcontractors, provided it notifies the buyer.
5. Transfer of risk and place of performance
5.1 Unless otherwise agreed, goods are sold EXW pursuant to INCOTERMS® 2020.
5.2 For services, the place of performance is that stated in the written order confirmation, or secondarily where the service is actually rendered. Risk passes to the buyer upon performance.
6. Payment
6.1 Unless payment terms have been agreed, one third of the price is due upon receipt of the order confirmation and the remainder upon delivery. VAT included in the invoice is in any case payable no later than 7 days after invoicing.
6.2 In the case of partial invoicing, the corresponding partial payments are due upon receipt of the respective invoice.
6.3 Payments shall be made without any deduction, free of charges, to the seller's paying agent in the agreed currency.
6.4 The buyer is not entitled to withhold or set off payments on account of warranty claims or other counterclaims.
6.5 A payment is deemed made on the day the seller can dispose of it.
6.6 In the event of default, the seller may (a) suspend performance of its own obligations, (b) accelerate all outstanding claims and charge statutory default interest, and (c) after two instances of default, perform other transactions against advance payment only. Pre-litigation costs will be charged.
6.7 The seller retains title to delivered goods until full payment (retention of title with assignment by way of security).
6.8 The seller may transmit invoices electronically.
7. Warranty
7.1 Subject to compliance with the payment terms, the seller shall remedy any defect impairing functionality that exists at the time of handover and results from a fault in design, material or workmanship.
7.2 Unless otherwise agreed, the statutory warranty period applies from the transfer of risk pursuant to clause 5.
7.3 If delivery or performance is delayed for reasons outside the seller's sphere, the warranty period commences 2 weeks after the seller's readiness to deliver or perform.
7.4 The buyer shall notify defects in writing within a reasonable period. The seller shall, at its discretion, rectify the defect, have the item sent to it for rectification, or grant a reasonable price reduction.
7.5 For warranty work at the buyer's premises, the buyer shall provide the necessary auxiliary staff and equipment. Replaced parts become the seller's property.
7.6–7.9 The warranty is excluded in the case of installation not performed by the seller, non-observance of operating conditions, overuse, treatment with unsuitable operating materials, damage caused by third parties, or natural wear. It lapses immediately upon unauthorised modifications without the seller's written consent.
8. Withdrawal from the contract
8.1–8.7 Rights of withdrawal exist in the event of gross fault of the seller (buyer), insolvency, delivery delay exceeding 6 months, breach of export obligations, or insolvency (seller). The buyer waives claims based on laesio enormis, error and frustration of contract.
9. Disposal of electrical equipment
9.1 The buyer shall ensure that the seller is provided with all information required to fulfil its obligations under the Austrian Waste Electrical Equipment Ordinance (EAG-VO).
10. Seller's liability
10.1 Outside the scope of the Austrian Product Liability Act, the seller is liable only for proven intent or gross negligence. Total liability is capped at the net order value or EUR 50,000 (whichever is lower); per claim at 25 % of the net order value or EUR 12,500.
10.2–10.5 Liability for slight negligence (except personal injury), consequential damage, lost profit and pure financial loss is excluded. These provisions also apply conclusively to employees, subcontractors and sub-suppliers.
11. Intellectual property
11.1 Where items are manufactured based on the buyer's specifications, the buyer shall indemnify and hold the seller harmless against any infringement of third-party rights.
11.2 All execution documents remain the seller's intellectual property.
12. Assertion of claims
All claims of the buyer must be asserted in court within 3 years of performance of the services, on pain of forfeiture, unless mandatory statutory provisions provide for other periods.
13. Export compliance
13.1 When passing on goods delivered by the seller, the buyer shall comply with applicable national and international (re-)export regulations, in particular those of the European Union and the USA.
13.2 Upon request, the buyer shall provide all required information on end recipients, end use and purpose.
14. Data protection
14.1 In the course of the business relationship, the seller processes personal data of the buyer and its contact persons on the basis of Art. 6(1)(b) and (f) GDPR for contract performance and to safeguard legitimate interests.
14.2 Further information is available in the privacy policy.
15. Compliance and anti-corruption
15.1 Both parties undertake to comply with all applicable anti-corruption laws, in particular the Austrian Criminal Code and international anti-corruption regulations.
15.2 The parties will not offer or accept payments or other benefits in order to obtain or retain business.
16. General
16.1 Should individual provisions be invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid one that comes as close as possible to the intended purpose.
16.2 The German language version is the authentic version.
17. Jurisdiction and applicable law
17.1 The court with subject-matter jurisdiction at the seller's principal place of business (Rohrbach an der Gölsen, District of Lilienfeld) has exclusive jurisdiction – District Court Lilienfeld or Regional Court St. Pölten.
17.2 The contract is governed by Austrian law, excluding its conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
18. Reservation clause
Performance of the contract is subject to the proviso that no obstacles arise from national or international (re-)export regulations, in particular embargoes or other sanctions.