General Terms and Conditions of "Sale and Delivery"

Allgemeine Geschäftsbedingungen "Verkauf und Lieferung"
Les Conditions Générales "Vente & Fourniture"
Kurallar ve Koşullar "Satış ve Teslemat"

I. Scope

  1. These terms and conditions in accordance with the most recent version shall apply to all services and deliveries which are offered and produced by “Industrial Software Engineering Limited Liability Company” (ISE) as well as to all associated secondary business and other performances.

  2. Any deviating terms and conditions of the contracting party shall not be accepted by ISE and shall expressly be regarded as not agreed. This shall also apply if these are not contradicted on the part of ISE. Also performance of the respective contract by ISE shall never be deemed acceptance of such deviating terms and conditions of the contracting party. In doubt, the general terms and conditions of ISE shall apply.

  3. Any deviating terms and conditions, verbal side arrangements, changes or additions to these terms and conditions as well as its amendments resp. enclosures shall only be valid upon a written agreement between the two contracting parties. This shall also apply for changes of this formal requirement.

  4. In the context of and for the duration of the entire business relationship these terms and conditions shall also apply to all subsequent transactions according to article I.1. without any need of express reference thereto or agreement thereon.

  5. Possible resellers shall bind their contracting partners by contract in the same way as the reseller himself is bound according to these terms and conditions. In case of failure to comply, the reseller shall indemnify and hold ISE harmless in any way.

  6. Only the proxy holders and managing directors of ISE, cited in the commercial register, are authorized to sign.

 

II. Quotation, Offer, Order, Contract Conclusion

  1. Any quotations shall be non-gratuitous. If an order is placed due to a quotation, the postage paid for this quotation shall be credited.

    1. The quotation shall be compiled to the best of one´s knowledge, however, ISE shall not be liable for its correctness.

    2. In case of a cost overrun of the quotation of more than 15% after ordering, ISE shall immediately advise the contracting party. If the cost overrun up to 15% is unavoidable, a separate agreement shall not be required and shall these costs be charged without further ado.

  2. Preliminary work by ISE with regard to the main objective (presentations, concepts, drafts, …) may be charged to the full amount of the associated personnel and material costs, even if the order should not be executed. Upon full payment of these costs, the contracting party shall not be granted any rights in these works or services and shall not be entitled to use these works. In fact, not executed work (concepts, drafts, …) shall immediately be returned to ISE. ISE shall be entitled to use such preliminary work for any other third party.

  3. The offers of ISE are object to change and non-binding and are without engagement and subject to being unsold.

  4. With the offer, the contracting party shall bindingly declare its tender. ISE shall be entitled to refuse the offer within 14 days of receipt without further ado

  5. Any orders placed, verbally or written, shall not be accepted before these have been confirmed by ISE in writing (confirmation of order). The contract shall only be formed at the terms of the written confirmation of order together with these general terms and conditions of sale and delivery.

    1. The contracting party shall be obliged to check the subject terms of the confirmation of order and to query possible discrepancies in writing immediately.

    2. Any performances of the respective order by ISE without a corresponding previous written confirmation of order, shall not affect the validity of these terms and conditions that govern the entire business relationship, and shall they remain unaffected by this.

    3. Purchase conditions of the contracting party or any changes of the contract shall only be valid upon ISE´s separate and written consent.

    4. Telegraphic, telephonic or verbal additions, amendments or side agreements of any orders shall also only be valid upon ISE´s separate and written consent.

    5. Unless expressly otherwise agreed on, changes in orders or additional orders may be charged at reasonable prices. Furthermore, an accordingly reasonable extension of the delivery time must be granted. ISE shall be authorised to changes and deviations in the execution of an order if they are inevitable for technical reasons.

       

  6. Conclusion of contract shall be subject to correct and timely supply by ISE’s suppliers. In case of such belated supply by ISE’s suppliers ISE shall be entitled for partial or non delivery. The customer will be informed without delay of any unavailability or partial availability of supplies. In case the contracting party withdraws from the contract, ISE shall immediately refund any received payments regarding non delivered goods or services. In such case ISE shall not be liable for any resulting damage or loss of the contracting party. 

 

III. Price, Packing, Delivery

  1. Unless expressly otherwise agreed, the prices shall exclude any statutory VAT, shall be ex works and include the packaging for transport, though the costs for shipment, insurance and transportation itself shall be charged separately. The statutory VAT shall be added to these prices, when brought to account.
    1. In case ISE has to perform work services, these services shall be billed in the actual amount of the arisen time and effort, by presentation of the corresponding time-sheets. These invoices shall be payable within 3 days upon receipt of the invoice without any deduction.

    2. In case of changes of wage costs, due to collective contractual regulations in the line of business or due to company-internal conclusions or due to other costs necessary for the performance, like costs for materials, energy, transportation, foreign work, financing etc., ISE shall be authorized to increase the prices correspondingly.

    3. All prices mentioned by ISE or mutually agreed on, shall correspond to the current cost calculation situation and are valid for 3 months at all events.

    4. Unless expressly otherwise agreed, services like training, maintenance-, repair- and installation work shall be reimbursed on basis of ISE´s hourly standard-rates in their most recent version. Travel time shall expressly be agreed as reimbursable labour time.

    5. Costs for overnight stays, flight costs and other travel expenses shall be reimbursed in accordance with the most recent rates. Travel time shall expressly be agreed as reimbursable labour time.

    6. The value of remunerations for regular payments shall be guaranteed on basis of the consumer price index or a replacing index and shall be adjusted annually.

    7. If the conclusion of the contract is carried out without an explicit price regulation, the list prices, valid on the date of the confirmation of order, shall be regarded as agreed.

    8. Unless expressly otherwise agreed, delivery, loading, unloading and repurchase of the packing shall be agreed separately.

      1. In case "Delivery" is agreed, all prices shall be agreed excluding unloading and carrying of the delivered good.

      2. Packing, attached by the wholesale trade or billed for by the factory, shall be charged separately.

      3. Orders with a net value of less than € 75,- (excluding any statutory VAT) may be carried out applying a Small Order Surcharge in the amount of € 15,- (plus any statutory VAT). The delivery shall be cash on delivery (C.O.D.). Customary packing shall be agreed to avoid damages under normal transportation conditions.

         

  2. Unless otherwise agreed, the objective services shall be performed in ISE´s office within the regular working hours. In case the objective services should exceptionally be performed outside the normal working hours or outside ISE´s office, the corresponding costs shall be charged separately. ISE shall be entitled to choose the performing personnel on its own and shall also be entitled to use third parties.
  3. Any indicated times of delivery shall be non-binding, but shall be met if possible.

    1. Unless otherwise expressly agreed in writing, ISE shall have the right to choose between full or partial delivery.

    2. In case of delayed deliveries, the contracting party shall have no right to withdraw from the contract, nor shall ISE be liable for any damage or loss.

    3. Any inability to supply as a result of force majeure or other unforeseen incidents outside ISE´s sphere of influence, including without limitation, strike, breakdowns inclusively raw material lack, mechanical fault or lack of work, breakdowns of communication networks and gateways, malfunctions of grid-type networks, acts of public authorities, subsequent cease of export or import opportunities, and reservation of timely supply from own supplies because of belated receipt of the goods from ISE´s own suppliers, shall relieve ISE from the obligation to comply with any agreed time for delivery and unloading.

    4. ISE shall not be liable for delays in delivery and cost increases, resulting from incorrect, incomplete or belated changed instructions and information resp. provided documents. The contracting party shall bear all subsequent additional costs.

    5. If the dispatch of a product, ready for shipment, is not possible without ISE’s fault or the dispatch is denied by the contracting party, or the contracting party does not take delivery of the goods, ISE shall be allowed to store the product at the expense of the contracting party in accordance with article VIII.3. In this case the delivery shall be regarded as fulfilled. The terms of payment agreed on shall not be changed.

    6. The dispatch of data carriers, documentations, functional specifications and other deliveries shall be made at the contracting party´s costs and at the contracting party´s risk for accidental loss and accidental deterioration. The contracting party shall be responsible for obtaining all necessary export- and customs licenses on its own costs. Transport insurance shall only be taken out on the express wish of the contracting party, for the contracting party's account and in accordance with a special agreement.

       

  4.  IV. Payment and Delay in Payment

    1. All deliveries of goods and any other performances by ISE are net prices and shall be payable free of any deduction upon receipt of the invoice. Cash discount deductions shall always require a separate written agreement and shall only be accepted in their respective line. Payments of the contracting party shall only be deemed to have been effected with payment receipt to ISE´s business account. ISE reserves the right to change its terms of payment for individual customers.

    2. If the contracting party is in default of payment with an agreed instalment or any other performance, regardless of negligence or fault,

      1. ISE shall be entitled - without exclusion of the compensation for further damages - to insist on fulfilment of the contract, and simultaneously

        1. suspend performance of its own obligations until payments have been made or other obligations fulfilled,

        2. call in all debts arisen from this or any other transactions

        3. withdraw from all contracts, even if already partly fulfilled, and to claim reimbursement of all costs incurred and to be incurred including lost profits and damages.

      2. ISE shall be freed of all broader performances and delivery obligations and shall be entitled to suspend its own obligations for delivery or performance and to demand advance payment of all claims including those which are not yet due or for which the time of payment has been extended and those resulting from bills of exchange alternatively demand that adequate security is provided or withdraw from all contracts and to demand reimbursement of all costs incurred and to be incurred including lost profits;

      3. 1,5% p.m. default interest shall be regarded as agreed without the need to a separate warning notice and ISE shall be authorized to recover compound interest from the day of delivery of the good;

      4. any agreed cash discount deductions shall be suspended;

      5. the contracting party shall contract to pay a reimbursement of all costs incurred and to be incurred including lost profits to ISE.

      6. the contracting party shall be obliged to make up for any further loss that ISE experiences, in particular such loss arising from the fact that higher interest arise on possible credit accounts because of the default of payment.

    3. In the case of any circumstances which cast the creditworthiness of the customer in doubt, in particular the opening of bankruptcy proceedings or the refusal of such proceedings due to lack of funds, ISE shall have the right to make all claims due for payment immediately, notwithstanding any bills of exchange received. In any such case, ISE shall also have the right to make further deliveries only in return for advance payment or the provision of securities.

    4. The contracting party shall have no right to cease payments because of partial delivery, warranty claims or deficiencies.

    5. The contracting party shall have no right to set off or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

    6. The contracting party shall have no right to retention unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

     

    V. Withdrawal from Contract

    1. In case of default of acceptance by the contracting party or other important reasons, especially if bankruptcy proceedings are instituted against the contracting party or an application for bankruptcy proceedings is not granted for insufficiency of assets, or default of payment, even part payments, ISE shall be entitled to withdraw from the contract without allowing a period of grace.

    2. In case of default of any contractual performance, which wouldn't have been concluded without another contract, ISE shall be entitled to withdraw from both contracts.

    3. In case partial deliveries were agreed on and the contracting party is in default of payment for such a partial delivery, ISE shall be entitled to withdraw from the contract regarding this partial delivery as well as all performances still due.

    4. The withdrawal by ISE shall request the rescindment of the contract.

      1. ISE shall also be entitled to assert full compensation or a compensation estimated at a flat rate in the amount of 30% of the gross invoice that shall not be subject to a judge’s right of moderation, at its own choice. ISE´s right to assert any further compensation remains unaffected.

      2. ISE shall be particularly entitled to claim the restitution of the goods already delivered at the expense and risk of the contracting party. Any meanwhile occurred decrease in value shall be at the expense of the contracting party.

      3. Finished and half-finished goods which have not yet been delivered, may be made available for the contracting party on their expense and risk and by charging the proportionate sales price. In case of default of acceptance, these goods may be provided in rented storerooms on the expense and risk of the contracting party. Simultaneously ISE shall be freed of any broader contractual duties.

    5. In case of an unjustified withdrawal of the contracting party or the claim for a cancellation of the contract, ISE shall be entitled to insist on the fulfilment of the contract or to agree to the cancellation of the contract at its own choice. In the latter case the contracting party shall be obliged to pay compensation estimated at a flat rate in the amount of 30% of the gross invoice or to make up for the actually resulted damage, at ISE´s own choice.

    6. In case of conclusions of a contract in distance selling, the contracting party, as a consumer, shall have the right to withdraw from the contract within 7 working days. Saturdays shall not count as working days. The period shall start with the day of the delivery of the product resp. with the day of the completion of the contract. It shall suffice to mail the resignation by means of a registered letter within this period. If the consumer withdraws from the contract in accordance with this regulation, he shall bear the costs of the return of the product; if a loan was completed for the contract, he shall moreover bear the costs of a required authentication of signatures as well as the taxes (charges) for the credit granting. In case of performances, that start as agreed within 7 working days of completion of a contract, a resignation shall not be possible.

       

    VI. Reservation of Title, Claim Assignment

    1. All purchase objects are delivered by ISE under reservation of title and ISE reserves the sole right of ownership at the purchase object until the complete fulfilment of all obligations of the contracting party.

    2. The contracting party shall comply with the required formal requirements for the preservation of the reservation of title, particularly to protect the product being under reservation of title from decreases in value and shall be obliged to insure the product sufficiently against fire, theft and water at its own expense.

    3. As long as there is the reservation of title, the contracting party may neither dispose, sell or pawn it nor give or award it or grant third parties a use by contract.

    4. The contracting party shall treat the purchase object with the care of a proper merchant and shall take the full risk for the reservation product, particularly for danger of the decline, the loss or the deterioration.

    5. If the goods are attached or otherwise levied upon, the contracting party shall draw attention to ISE´s title and immediately inform ISE of the attachment or levy.

      1. Goods already delivered, must be given back to ISE. The redemption shall have no effect to the original purchase price together with the additional costs, however shall be reduced by the value of the product taken back. The reservation of title and ownership shall extend to resale as well as the earned profit, even if no assignment of claim in favour of ISE was agreed. The complete earned profit remains ISE´s title, even if combined with other commodities of the contracting party and damages for the incurred decrease in value are paid. At the same time ISE shall be entitled to settle accrued transportation and manipulation expenses.

      2. Partially completed goods shall be provided to the contracting party under imputation of the corresponding share of the sales price.

    6. The contracting party herewith assigns its claim out of a resale of conditional commodities, even if they are processed, transformed or combined with other commodities, to ISE to secure the latter’s purchase money claim.

      1. Upon request the contracting party has to notify the assigned claim and the debtor thereof to ISE and to notify the assignment to the third-party debtor. The contracting party shall make corresponding entries in his books or on his invoices.

      2. If the contracting party is in default of payment, earned profit has to be isolated.

      3. The contracting party shall have no right to assign claims against ISE to a third party without prior express of written consent.

    7. The assertion of the reservation of title in case of bankruptcy proceedings shall not require a separate withdrawal.

       

     VII. Assignment of Rights, Ownership of Software

    1. ISE shall retain all copyright, patent, trade secret and other intellectual property rights ISE may have in all services performed or work created or developed by ISE, including presentations (ideas, sketches, text drafts, concepts, programmes, documentations), as well as in their individual parts and they shall be returned upon ISE´s first request, in particular by termination of the contractual relationship. ISE grants the contracting party a non-exclusive, non-transferable, non-assignable license to use the work product resp. the performed services for the term of the respective agreement and restricted to Austrian territory.

    2. In case of software development by ISE, the delivery shall include the object code of the Software as well as the associated documentation.

      1. Unless otherwise agreed, ISE assigns no further rights to the contracting party in such developed software. The contracting party shall have no right to modify, enhance or alter the software and the associated documentation.

      2. The contracting party shall have no right to pass on the software to any third party, to duplicate or copy the software. The contracting party shall have no right to decompile the software.

    3. In case ISE delivers licensed software, the contracting party only purchases the non-exclusive and non-transferable license to use the licensed software on the agreed computer systems, on the agreed amount of servers, resp. clients by the agreed amount of users. The licenser shall retain all other rights.

      1. The contracting party shall have no right to pass on the software to any third party, to duplicate or copy the software. The contracting party shall have no right to decompile the software.

      2. Terms and conditions of the licenser shall apply prior to the regulations of this point.

      3. The contracting party shall solely be liable for the protection of the licenser´s interests. The contractor shall indemnify and hold ISE harmless from and against any alleged, threatened or actual infringement asserted by any third party.

    4. In case ISE delivers shareware, open-source-software or freeware, ISE shall not be liable for any loss or damage caused by such products. The contracting party shall strictly comply with the associated manuals or license regulations of the respective developer.

       

    VIII.Protection of Data Privacy, Adress Modification, Plans and Documents

    1. The contracting party agrees, that person-related data of the sales contract in fulfilment of this contract shall be stored and processed by ISE in accordance with the recent version of the Austrian law of telecommunication in conjunction with the Data Protection Act.

      1. The contracting party agrees to receive advertisement and information about ISE´s products and services by mail until cancelled. The personal data of the contracting party, including name and email address, shall be stored exclusively at ISE. The contracting party shall be entitled to revoke this declaration of consent at any time. ISE shall give the contracting party the possibility to refuse the receiving of further advertising.

      2. In case that a third party should succeed to illegally receive the personal data stored at ISE resp. should this third party illegally use this data, ISE shall only be liable on intent or gross negligence.

    2. The contracting party is obliged to announce any changes of its home or business address as long as the concrete legal transaction isn't mutually fulfilled completely. If the communication will refrain, then the explanations are regarded as shut, if they are sent to the address announced last.

    3. All details contained in the documents of ISE on weights, measures, prices, technical data, business details etc. are only binding, if in the confirmation of order in accordance with article II. referred to them particularly and they are made to the contract contents.

    4. The contracting party is obliged to check the details contained in the documents for correctness, feasibility and completeness. Defects noticed by the contracting party in the correctness, feasibility and completeness of the transmitted plans have to be rendered immediately to ISE in writing, at all events before execution of the service, otherwise ISE does not assume liability,.

    5. All information provided to the contracting party in the course of the initiation, closing or execution of the contract offered and decision documents of every kind, particularly plans, outlines and other technical documents in word, clay and picture remain an intellectual property of ISE just like samples and catalogues and stand under protection of the according legal regulations. The contracting party doesn't receive any intellectual property or utilization rights and in the case of a contrary behaviour the contracting party has to keep ISE reimbursable and unrepining.

    6. At exports it is the obligation of the contracting party to get import licenses and import permits, civilian and public legal permissions or confirmations which are required for the execution of the contract.

       

    IX. Passage of Risk

    1. Unless otherwise agreed, the delivery shall be made "ex works". Place of delivery shall be the distribution centre of ISE.

    2. The risk shall pass to the contracting party at all events with the day of the announced appropriation of the product or with delivery to the first carrier.

    3. In case the contracting party is in default of acceptance, the risk passes to the contracting party at all events. Furthermore ISE shall be entitled to

      1. store the product at the contracting party´s costs. The storage charge shall be 0,01 € per kg per calendar day - minimum € 5,- per calendar day.

      2. insist on fulfilment of the contract or to withdraw from the contract and sell the product elsewhere. In this case a flat-rate compensation, being not subject to the judicial moderation right, in the amount of 20% of the invoice shall be agreed.

    4. In case of other delivery terms, the passage of risk shall be regulated according to the incoterms in their recent version on the day of the fulfilment of the contract.

    5. The delivery of the product shall not be insured. The contracting party shall be obliged to obtain an appropriate transport insurance.


    X. Warranty, Notice of Defects

    1. Unless special warranty periods operate for individual items, the warranty period shall be 6 months and begins at the point of delivery. These conditions shall also apply to any goods supplied, or services rendered in respect of goods supplied, that are firmly attached to buildings or the ground.

      1. A defect shall be given, if the delivered product or the performed service does not show the generally accepted or expressly agreed features. This defect must be existing at the time of delivery resp. performance. The shifting of the burden of proof according to § 924 ABGB shall not apply.

      2. The contracting party has ordered the product by itself and is aware of the type of the product and scope of the performance. ISE shall therefore neither be liable for a certain feature nor the suitability for an intended use of the product.

    2. The contracting party shall immediately examine the delivered goods, resp. performed services in accordance with § 377 of the Commercial Code (UGB).

      1. The contracting party shall give immediate notice of any defect, by means of a registered letter or telefax and with a detailed description of the appeared defects, but within 3 working days after their discovery at the latest.

      2. The contracting party shall give immediate notice of any hidden defects, by means of a registered letter or telefax and with a detailed description of the appeared defects, but within 3 working days after their discovery at the latest.

      3. In case the contracting party fails to give such notice in due time or at all, the product shall be deemed as delivered without defects. In such case the contracting party shall have no right to assert any warranty claims or claims for damage. The date of the postmark shall be substantial for the timeliness of the defect notification.

    3. In case the verification of the claimed defect shows that the presence of a defect covered by the warranty is actually not given, ISE shall be entitled to charge the time and effort for the inspection according to the recent hourly rates, whereas a minimum handling fee of € 400,- shall be deemed as agreed.

    4. Warranty claims of the contracting party shall be met either by substitution, repair within reasonable time or a reasonable price reduction. The contracting party shall only be entitled to withdraw from the contract in case of a major defect that is not rectifiable by substitution or repair within reasonable time and a price reduction is not reasonable for the contracting party.

      1. The existence of a defect shall not entitle the contracting party to fix the defect by itself or by third parties, in fact ISE shall be given the opportunity for rectification within reasonable time.

      2. The contracting party shall only be entitled to assert claims for damages, if ISE is in default with the fulfilment of the warranty claims.

      3. The defective goods shall be returned to ISE at the contracting party´s costs and risk. ISE shall in no case be liable for costs incurred in connection with the defect, like expenses for assembly, disassembly, travel and site-to-quarter time, fines or other compensation.

      4. Services and deliveries associated with the rectification shall never extend the original warranty term.

    5. The warranty obligation shall only apply to the defects appearing in compliance with the operating conditions and at normal use. ISE´s warranty obligation shall therefore not extend to

      1. improper installation, operation, implementation, due to non-compliance with installation requirements, by the contracting party or any person in its sphere;

      2. improper repair or maintenance as well as changes of the machine by the contracting party or its representatives, which are not particularly ordered or allowed by ISE;

      3. repairs and changes carried out by the contracting party or their representatives in non-compliance with ISE´s assembly instructions and without ISE´s written consent;

      4. non-observance of the admittance prescriptions, the operating instructions, the prescriptions about the treatment of the delivered object, the safety regulations as well as instructions concerning the delivery, operation and the proper use;

      5. natural operational wear and tear as well as force majeure;

      6. chemical, electrochemical or electrical influences as well as inadequate energy supply.

      7. malfunctions of a plant due to abuse, missing regular maintenance, misapplication, improper handling as well as operation with a too high production;

      8. damages by fire, accidents, negligence, acts of god and circumstances which do not fall in the sphere of ISE;

      9. use of improper software, equipment or data carrier.

    6. If the contracting party is completely or partly in default with services to be rendered, especially in default of payment, ISE shall be entitled to decline the asserted warranty claims.

    7. In all events claims are struck by the statute of limitation with lapse of the objective warranty period; a further regress in accordance to § 933b ABGB shall not apply.


    XI. Product Liability, Compensation

    1. ISE points out that the delivered product offers the expected safety and function suitability only at strict and complete compliance with industrial standards, admittance prescriptions, safety regulations, operating instructions and other prescriptions, notes and instructions from ISE about installation, operation, function and maintenance. The product liability according to the Product Liability Act for sole property damages is excluded, without consideration for faults.

    2. Outside the scope of the Product Liability Act, ISE shall be liable only if the damage in question is proved to be due to intentional acts or acts of gross negligence, within the limits of statutory provisions. ISE shall not be liable for damage due to acts of ordinary negligence nor for consequential damages or damages for economic losses, loss of savings or interest or damage resulting from third-party claims against the contracting party.

    3. Claims for damage are struck by the statute of limitation with lapse of one year after knowledge of damage and author of damage.

    4. The regulations about compensation mentioned in these terms and conditions or agreed otherwise shall even be valid, if the claim for damage is asserted besides or instead of a warranty claim.

    5. Regarding the limitations of liability, the contracting party shall bind its possible buyers in the same was as itself is bound according to these terms.


    XII. End Regulations

    1. It is agreed on both sides, that place of performance and place of jurisdiction for all present and future claims arising from this arrangement shall be Vienna. ISE shall be entitled to choose another place of jurisdiction, responsible for the contracting party.

    2. For the interpretation of this contract Austrian factual law shall apply.

    3. The invalidity of any provision of these terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

    4. The international purchase laws shall not apply.

    5. The English version of these general terms and conditions of sale and delivery shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

    6. These terms and conditions are conceived for legal transactions between enterprises. Should legal transactions with consumers according to article 1 of the regulations of the consumer protection law be based on these terms, then they shall only be valid in this respect.

       

    © Industrie Software Entwicklung GmbH, Revision: 01/06/2014

     

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General Terms and Conditions of "Purchase of Electric Installations"

Allgemeine Geschäftsbedingungen "Zukauf Elektrik"
Les Conditions Générales "d'Achat des Installations Elélectriques"
Kurallar ve Koşullar "Elektrik Alımı"

Preambel

ISE-Industrie Software Entwicklung GmbH (herein referred as "ISE") will accomplish complete automation-solutions for its customers. Based on the compiled designs and planning by ISE for its customers, a part of this project shall be assigned to the contractor as a subcontractor, based on the regulations below.

 

I. Scope of Applicability

  1. These General Terms and Conditions in accordance with the most recent version shall apply exclusively for all contracts concluded by ISE and their contractors within the scope “Electrics”.

  2. Any conflicting terms and conditions of business issued by the contractor shall not be deemed accepted nor shall they form a constituent part of contract, even if ISE is aware thereof, unless ISE expressly agrees with their validity in writing. This shall also apply even if ISE does not separately protest them.

  3. These terms and conditions of purchase shall also apply if ISE accepts or pays for deliveries of products and services of the contractor in the knowledge of conflicting supplier terms and conditions or supplier terms and conditions differing from these terms and conditions of purchase.

  4. Any dissenting conditions, verbal side arrangements, changes or additions to these conditions as well as its attachments, resp. enclosures shall require a written agreement between the two contracting parties. This shall also apply for changes of this formal requirement.

  5. In the context of and for the duration of the entire business relationship these terms and conditions shall also apply to all subsequent transactions according to article I.1. without any need of express reference thereto or agreement thereon at the conclusion of such transaction.

     

II. Design

  1. The electrical design and its clarification shall be assumed by ISE and will be provided to the contractor duly before execution of the project.

  2. The contractor shall check the plans, provided by ISE, with regard to correctness, feasibility, completeness and legal conformity.

    1. The contractor shall immediately inform ISE in writing about defects in correctness, feasibility and completeness within the provided plans, detected before or while the execution of the order.

    2. The contractor shall be solely liable for all damages and defects as well as consequential loss that result from such detectable defects and that the contractor did not inform ISE about. The contractor shall bear all costs for the elimination of such defects and the eventual obligation for compensations of damage by ISE.

  3. Changes of these plans shall only be made after written approval by ISE.

    1. Changes shall be made by hand, adding date and signature, within the transmitted plans with entries “as built” in the assembly plan, electrical wiring diagram, clamp/terminator diagram, cable-list and bill of materials.

    2. The contractor shall be solely liable for all damages and losses resulting from changes that were not approved by ISE.

    3. The contractor shall bear all the costs for the elimination of such defects and the eventual obligation for compensations of damage by ISE.

  4. All information provided to the contracting party in the course of the initiation, closing or execution of the offered contract as well as decision documents of every kind, particularly plans, outlines and other technical documents by word, sound or picture remain an intellectual property of ISE just like samples and catalogues and stand under protection of the according legal regulations. The contracting party doesn't receive any intellectual property or utilization rights. In case the contractor fails to comply with this clause, the contractor shall take full liability and shall indemnify and hold ISE harmless in any way.

  5. At ISE´s own choice all project relating documents provided to or created by the contractor along with all copies or duplicates must be returned immediately upon request and without solicitation, at the latest after complete fulfilment of the contract, or must proved to be destroyed

  6. All information relating to the project or the tender shall be treated strictly confidential according to Point IV.6.

     

III.Components

  1. The contractor must exclusively use those components which are listed in the provided electrical design by ISE.

  2. In case that the use of those components is not possible, the contractor shall inform ISE immediately in writing, by concurrent notification of the reason and the corresponding reduced costs.

  3. The use of different components shall only be allowed after written approval by ISE.

  4. Changes of components must be entered by hand, adding date and signature, in the plans provided by ISE.

  5. Special components, necessary for completion of the work, shall be bought by ISE and provided on time for installation if agreed. 

     

IV. Rights and obligations

  1. The contractor shall only dispatch professional qualified personnel to fulfil the task.

    1. The proof for the professional qualification shall be supplied by presentation of according certificates (master craftsman diploma, HTL-graduation) in the electric profession.

    2. When performing services within the scope of “Pharma Projects”, the contractor states that he has according sectoral knowledge. When in doubt, the contractor shall immediately confer with ISE.

    3. The contractor shall disclose the personnel to be dispatched together with the proof of their professional qualification in written form upon first request, but at the latest in the course of the preliminary acceptance test,.

    4. In order to reduce expenses, ISE shall be entitled to dismiss unqualified personnel without further ado.

    5. In the case of dismissal of such unqualified dispatched personnel, the contractor shall dispatch accordingly qualified personnel immediately and without any additional costs.

    6. The contractor shall bear responsibility that at least one professionally qualified labourer is on site at all times, who will act as the contact person in charge for ISE and who has to be up to date with the project development.

  2. In addition to Point II. the contractor shall inform ISE immediately about defects in the designs occurring in the context of the project execution in written form.

    1. If the contractor should carry out an “apparent defect”, the contractor shall bear all costs for elimination of this defect.

    2. The right to assert any further compensation remains unaffected.

  3. The delegation of this order to third parties shall be prohibited without the written approval of ISE.

    1. The contractor shall bind the subcontractor by contract in the same way as the contractor himself is bound according to the regulations of this contract, resp. the separate order/purchase agreement.

    2. The contractor shall take full liability for the subcontractor and shall indemnify and hold ISE harmless in any way.

  4. In order to control the periods of delivery, quality and progress of work, ISE shall be granted access to the premises of the contractor, after due advance notification.

  5. With delivery of the work, the contractor shall surrender all data sheets, manuals of the actually used components, electrical device identifications of all actually used components and of the complete work, according to the electrical design, particularly the declaration of CE-conformity and the CE-testing documentation, actually all documentation and shall further label the delivery (electric control cabinet) completely and computer-assisted.

  6. Agreed-upon deadlines and time periods are binding.

    1. The receipt of the goods by ISE is the determining factor for having met the date of delivery or the period of delivery.

    2. If the contractor is responsible for setup or installation, and unless otherwise agreed upon, the contractor shall assume all required incidental costs such as travel expenses, availability of tools, freight costs and insurance costs as well as daily allowances.

    3. The legal stipulations shall apply if agreed-upon deadlines are not met.

    4. If the contractor anticipates difficulties with respect to production, the supply of required materials, meeting the delivery date or similar circumstances that might interfere with his ability to deliver in a timely fashion or delivery with the agreed-upon quality, the contractor must immediately notify ISE.

    5. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims to which ISE is entitled due to the delayed delivery or service; this applies until the complete payment of amounts owed by ISE for the delivery or service in question.

    6. Partial deliveries are precluded as a rule, unless ISE expressly agreed to them or they are reasonable.

  7. The contractor shall keep confidential all business or technical information made accessible by ISE (including features which might be learned from objects, documents or software submitted and any other information or experiences) towards third parties, as long as and to the extent they are not public knowledge, and may only be made available in the contractor´s premises to persons who need to make use of the information for the purpose of supplying to ISE and who must also be required to maintain confidentiality. The information remains exclusive property of ISE. The contracting party doesn't receive any intellectual property or utilization rights. In case the contractor fails to comply with this clause, the contractor shall take full liability and shall indemnify and hold ISE harmless in any way.

    1. Without ISE´s prior written approval, such information – except for deliveries to ISE – may not be duplicated or exploited commercially. At ISE´s request, all information originating from ISE (including any copies or recordings made, if applicable) and loaned items must be immediately returned to ISE completely or proved to be destroyed at ISE´s own choice.

    2. ISE reserves all rights to such information (including copyrights and the right to file for industrial property rights such as patents, utility models, semiconductor protection, etc.). In the event these are provided to ISE by third parties, this reservation of rights also applies to these third parties.

    3. Products built on the basis of documentation such as drawings, models and the like prepared by ISE or based on ISE´s confidential information or ISE´s tools or tools modelled on ISE´s tools, may neither be used by the contractor himself nor be offered or supplied to third parties. This also applies to ISE´s print orders correspondingly.

       

V. Payment

  1. All the services ordered by ISE and performed by the contractor shall be performed as a flat rate order and shall only be reimbursed in accordance with the separate order/purchase agreement.

    1. With the agreed flat rate fixed price all demands of the contractor shall be reimbursed.

    2. Further demands of any kind shall be excluded.

  2. With acceptance of the order, ISE shall make a down payment in the amount of 20%.

    1. After the successful preliminary acceptance test (FAT) according to Point VI.1. ISE shall pay a further instalment in the amount of 50%.

    2. The remaining sum shall be paid after final acceptance of the complete solution by ISE´s customer at the earliest .

  3. Unless otherwise agreed upon, the invoices are to be paid within 14 days by deducting a 3% discount or within 30 days without deduction as of the payment due date and the receipt both of the invoice and the goods or services. The payment is subject to invoice verification.

  4. The contractor shall have no right to set-off or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

  5. The contractor shall have no right to retention unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

     

VI. Warranty

  1. The warranty term, within which warranty claims may be raised, shall be 24 months and shall start at the date of the final acceptance by ISE´s customer.

  2. A mutual preliminary acceptance test (FAT) with ISE and the contractor shall take place.

    1. The work made by the contractor shall be energised and first acceptance tests shall be performed.

    2. Faults occurring during the preliminary acceptance and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    3. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  3. Before the final acceptance by ISE´s customer of the compete solution, it is agreed that a mutual performance testing shall take place within the start of operations on site.

    1. Faults occurring during the performance testing and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    2. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  4. ISE shall notify the contractor immediately upon the occurrence of a fault after the final acceptance by ISE´s customer. The contractor shall cure such faults within 2 days at the contractor’s own expense within the scope of warranty. ISE´s right to assert any further compensation remains unaffected.

  5. The contractor shall notify ISE in writing, if he wants ISE to perform the necessary work. Such a cure of fault shall not exempt the contractor from liability. ISE´s right to assert any further compensation remains unaffected.

     

VII. Auxiliary Service

  1. The manufacturing and installation of the delivery item, resp. the ordered work according to the separate order/purchase agreement shall exclusively be performed as a flat rate order.

  2. Time and effort for installation and wiring shall be reimbursed either as a flat rate fixed price or by measurement according to standard prices (according to order/purchase agreement)

  3. Any additional order shall be set out in writing and shall be reimbursed according to standard price.

  4. The standard prices shall conform with the standard price list that shall be handed over before acceptance of the order and that shall be an integral part of the agreement.

  5. Directed performances shall not be rendered and shall therefore not be reimbursed.

  6. All deliveries/performances defined in the order/purchase agreement must include all the necessary material, equipment and extra work within the scope of this contract and its basis, even though they are not explicitly stated.

     

VIII. Liability

  1. The contractor shall assume full liability for any damages and losses, regardless of negligence or fault, that shall have been caused by him or a third party in his sphere of influence. The contractor shall hold ISE fully indemnified for any resulting liability.

  2. The contractor shall fully indemnify ISE for any loss or damage of the special components according to Point III.5.

  3. Furthermore the contractor shall fully indemnify ISE for all costs incurred by distraint, confiscation, lawsuit or retention of these special components.

  4. In the event a product liability claim is asserted against ISE, the contractor agrees to hold ISE harmless from such claims if and to the extent the damage was caused by a defect of the supplies or services. However, in cases of liability based on fault, this only applies if the contractor is at fault. If the cause of the damage falls within the area of responsibility of the contractor, the contractor shall have the burden of proof to that extent. In the above cases the contractor assumes all costs and expenses, including the costs for any legal action or a recall campaign. In addition the legal stipulations shall apply.

  5. ISE´s right to assert any further compensation remains unaffected.

     

IX. General

  1. All norms and directives mentioned in these terms shall be an integral part of the purchase contract.

  2. All the documents for the tender must be immediately returned or proved to be destroyed at first request.

  3. There are no verbal side arrangements to this contract.

  4. Any modifications or amendments of the abovementioned terms shall not take effect unless agreed by both parties in written from.

  5. The invalidity of any provision of these terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

  6. It is agreed on both sides, that place of jurisdiction for all present and future claims arising from this arrangement shall be the commercial court in Vienna.

  7. For the interpretation of this contract Austrian actual law shall apply. The international purchase laws shall not apply.

  8. These terms and conditions are conceived for legal transactions between enterprises. Should legal transactions with consumers according to article 1 of the regulations of the consumer protection law be based on these terms, then they shall only be valid in this respect.

  9. The English version of these terms and conditions of purchase shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

     

 © Industrie Software Entwicklung GmbH, Revision: 01/06/2014

 

____________________________________________________________________________________________________________________________________________________

General Terms and Conditions of "Purchase of Hardware Projects"

Allgemeine Geschäftsbedingungen "Zukauf Hardware"
Les Conditions Générales "d'Achat des Projets Hardware"
Kurallar ve Koşullar "Donanım alımı"

Preambel

ISE - Industrie Software Entwicklung GmbH (herein referred to as „ISE“) will accomplish complete (automation) solutions for its customers. Based on the compiled design and planning or the detailed description by ISE for its customers, a part of this project shall be assigned to the contractor as a subcontractor, based on the regulations below. ISE itself can be customer for the purpose of these regulations.

I. Scope of Applicability

  1. These General Terms and Conditions in accordance with the most recent version shall apply exclusively for all contracts concluded by ISE and their contractors within the scope “Hardware”.

  2. Any conflicting terms and conditions of business issued by the contractor shall not be deemed accepted nor shall they form a constituent part of contract, even if ISE is aware thereof, unless ISE expressly agrees with their validity in writing. This shall also apply even if ISE does not separately protest them.

  3. These terms and conditions of purchase shall also apply if ISE accepts or pays for deliveries of products and services of the contractor in the knowledge of conflicting supplier terms and conditions or supplier terms and conditions differing from these terms and conditions of purchase.

  4. Any dissenting conditions, verbal side arrangements, changes or additions to these conditions as well as its attachments, resp. enclosures shall require a written agreement between the two contracting parties. This shall also apply for changes of this formal requirement.

  5. In the context of and for the duration of the entire business relationship these terms and conditions shall also apply to all subsequent transactions according to article I.1. without any need of express reference thereto or agreement thereon at the conclusion of such transaction.

     

II. Design

  1. The specification and hardware design as well as the clarification shall be assumed by ISE and will be provided to the contractor duly before execution of the project.

  2. The contractor shall check the plans and designs provided by ISE, with regard to correctness, feasibility, completeness and legal conformity.

    1. The contractor shall immediately inform ISE in writing about defects in correctness, feasibility and completeness within the provided designs, detected before execution of the order.

    2. The contractor shall be solely liable for all damages and defects as well as consequential loss that result from such detectable defects and that the contractor did not inform ISE about. The contractor shall bear all costs for the elimination of such defects as well as eventual obligations by ISE for compensations of damage.

  3. Changes of these designs shall only be made after written approval by ISE.

    1. The contractor shall be solely liable for all damages and losses resulting from changes that were not approved by ISE.

    2. The contractor shall bear all costs for the elimination of such defects and the eventual obligation for compensations of damage by ISE.

  4. All information provided to the contracting party in the course of the initiation, closing or execution of the offered contract as well as decision documents of every kind, particularly designs, plans, outlines and other technical documents in word, sound and picture remain an intellectual property of ISE just like samples and catalogues and stand under protection of the according legal regulations. The contracting party shall not receive any intellectual property or utilization rights. In case the contractor fails to comply with this clause, the contractor shall take full liability and shall indemnify and hold ISE harmless in any way.

  5. All project relating documents provided to or created by the contractor along with all copies or duplicates must be returned immediately upon request and without solicitation, at the latest after complete fulfilment of the contract or proved to be destroyed

  6. All information relating to the project or the tender shall be treated strictly confidential according to Point IV.6.

  7. Before the tender, the contractor shall have the opportunity to assure himself of the local structural conditions and to inspect already existing constructions (existing switchboard, …) that could be damaged by his offered work. In case the constructor shall damage such already existing constructions, the contractor shall recover full functionality on its own expense, resp. ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor. The contractor shall indemnify and hold ISE harmless in any way. ISE´s right to assert any further compensation remains unaffected.

     

III. Components and materials

  1. The contractor shall exclusively use those components and materials, quoted in the provided plans by ISE.

  2. In case the use of those components may not be possible, the contractor immediately has to inform ISE in writing, by concurrent notification of the reason and the corresponding reduced costs.

  3. The use of different components shall only be allowed after written approval by ISE.

  4. Changes of components must be entered by hand and adding date and signature in the plans provided by ISE.

  5. Special components, necessary for completion of the work, shall be bought by ISE and provided on time for installation, if agreed.

     

IV. Rights and obligations

  1. The contractor shall only dispatch professional qualified personnel to fulfil the task. The contractor shall disclose the personnel to be dispatched together with the proof of their professional qualification upon first request, but at the latest in the course of the preliminary acceptance test, in written form.

    1. The proof for the professional qualification shall be supplied by presentation of according certificates (master craftsman diploma, HTL-graduation).

    2. When performing services within the scope of “Pharma Projects”, the contractor states that he has according sectoral knowledge. When in doubt, the contractor shall immediately confer with ISE.

    3. In order to reduce expenses, ISE shall be entitled to dismiss unqualified dispatched personnel without further ado. In the case of dismissal of such unqualified personnel, the contractor shall dispatch accordingly qualified personnel immediately and without any additional costs.

    4. The contractor shall bear responsibility that at least one professionally qualified labourer is on site at all times, who will act as the contact person in charge for ISE and who has to be up to speed with the project development.

  2. In addition to Point II. the contractor shall immediately inform ISE in written form about planning and design defects, occurring in the context of the project execution.

    1. If the contractor should carry out an “apparent defect”, the contractor shall bear all costs for elimination of this defect.

    2. The right to assert any further compensation remains unaffected.

  3. The delegation of this order to third parties shall be prohibited without the written approval of ISE.

    1. The contractor shall bind the subcontractor by contract in the same way as the contractor himself is bound according to the regulations of this contract, resp. the separate order/purchase agreement.

    2. The contractor shall take full liability for the subcontractor and shall indemnify and hold ISE harmless in any way..

  4. In order to control the periods of delivery, quality and progress of work, ISE shall be granted access to the premises of the contractor, after due advance notification.

  5. With delivery of the work, the contractor shall surrender all data sheets, manuals of the actually used components, electrical device identifications of all components used and of the complete work, according to the electrical designs, particularly the declaration of CE-conformity, actually all documentation and shall further label the delivery (e.g. electrical and control cabinet) completely and computer-assisted.

  6. Agreed-upon deadlines and time periods are binding.

    1. The receipt of the goods by ISE is the determining factor for having met the date of delivery or the period of delivery.

    2. If the contractor is responsible for setup or installation, and unless otherwise agreed upon, the contractor shall assume all required incidental costs such as travel expenses, availability of tools as well as daily allowances.

    3. The legal stipulations shall apply if agreed-upon deadlines are not met.

    4. If the contractor anticipates difficulties with respect to production, the supply of required materials, meeting the delivery date or similar circumstances that might interfere with his ability to deliver in a timely fashion or delivery with the agreed-upon quality, the contractor must immediately notify ISE.

    5. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims to which ISE is entitled due to the delayed delivery or service; this applies until the complete payment of amounts owed by ISE for the delivery or service in question.

    6. Partial deliveries are precluded as a rule, unless ISE expressly agreed to them or they are reasonable.

  7. The contractor shall keep confidential all business or technical information made accessible by ISE (including features which might be learned from objects, documents or software submitted and any other information or experiences) towards third parties, as long as and to the extent they are not public knowledge, and may only be made available in the contractor´s premises to persons who need to make use of the information for the purpose of supplying to ISE and who must also be required to maintain confidentiality. The information remains exclusive property of ISE. The contracting party doesn’t receive any intellectual property or utilization rights. In case the contractor fails to comply with this clause, the contractor shall take full liability and shall indemnify and hold ISE harmless in any way.

    1. Without ISE´s prior written approval, such information – except for deliveries to ISE – may not be duplicated or exploited commercially. At ISE´s request, all information originating from ISE (including any copies or recordings made, if applicable) and loaned items must be immediately returned to ISE completely or proved to be destroyed.

    2. ISE reserves all rights to such information (including copyrights and the right to file for industrial property rights such as patents, utility models, semiconductor protection, etc.). In the event these are provided to ISE by third parties, this reservation of rights also applies to these third parties.

    3. Products built on the basis of documentation such as drawings, models and the like prepared by ISE or based on ISE´s confidential information or ISE´s tools or tools modelled on ISE´s tools may neither be used by the contractor himself nor be offered or supplied to third parties. This also applies to ISE´s print orders correspondingly.

       

V. Payment

  1. The manufacturing and installation of the delivery item as well as all relating performances rendered by the contractor shall be performed as a flat rate order and shall only be reimbursed in accordance with the separate order/purchase agreement.

    1. With the agreed flat rate fixed price all demands of the contractor shall be reimbursed.

    2. Further demands of any kind shall be excluded.

  2. With acceptance of the order, ISE shall make a down payment in the amount of 20%.

    1. After the successful preliminary acceptance test (FAT) according to Point VI.1., ISE shall pay a further instalment in the amount of 50%.

    2. The remaining sum shall be paid after final acceptance of the complete solution by ISE´s customer at the earliest.

  3. Unless otherwise agreed upon, the invoices are to be paid within 14 days by deducting a 3% discount or within 30 days without deduction as of the payment due date and the receipt both of the invoice and the goods or services. The payment is subject to invoice verification.

  4. The contractor shall have no right to set-off or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

  5. The contractor shall have no right to retention unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

     

VI. Warranty

  1. The warranty term, within which warranty claims may be raised, shall be 24 months and shall start at the date of the final acceptance by ISE´s customer.

  2. A mutual preliminary acceptance test (FAT) with ISE and the contractor shall take place.

    1. The accordance with the terms of contract of the delivered work shall be demonstrated on-site (place of delivery) and first acceptance tests shall be performed.

    2. Faults occurring during the preliminary acceptance and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    3. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  3. Before the final acceptance of the contractor’s performed work by ISE, it is agreed that a mutual performance testing shall take place within the start of operations on site.

    1. Faults occurring during the performance testing and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    2. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  4. ISE shall notify the contractor immediately upon the occurrence of a fault after the final acceptance by ISE´s customer. The contractor shall cure such faults within 2 days at the contractor’s own expense within the scope of warranty. ISE´s right to assert any further compensation remains unaffected.

  5. The contractor shall notify ISE in writing, if he wants ISE to perform the necessary work. Such a cure of fault shall not exempt the contractor from liability. ISE´s right to assert any further compensation remains unaffected.

     

VII. Auxiliary Service

  1. The manufacturing and installation of the delivery item, resp. the ordered work according to the separate order/purchase agreement shall exclusively be performed as a flat rate order.

  2. Time and effort for installation shall be reimbursed either as a flat rate fixed price or by measurement according to standard prices (according to order/purchase agreement)

  3. Any additional order shall be set out in writing and shall be reimbursed according to standard price.

  4. The standard prices shall conform with the standard price list that shall be handed over before acceptance of the order and that shall be an integral part of the agreement.

  5. Directed performances shall not be rendered and shall therefore not be reimbursed.

  6. All deliveries/performances defined in the order/purchase agreement must include all the necessary material, equipment and extra work within the scope of this contract and its basis, even though they are not explicitly stated.

     

VIII. Liability

  1. The contractor shall assume full liability for any damages and losses, regardless of negligence or fault, that shall have been caused by him or a third party in his sphere of influence. The contractor shall hold ISE fully indemnified for any resulting liability.

  2. The contractor shall fully indemnify ISE for any loss or damage of the special components according to Point III.5.

  3. Furthermore the contractor shall fully indemnify ISE for all cost incurred by distraint, confiscation, lawsuit or retention of these special components.

  4. In the event a product liability claim is asserted against ISE, the contractor agrees to hold ISE harmless from such claims if and to the extent the damage was caused by a defect of the supplies or services. However, in cases of liability based on fault, this only applies if the contractor is at fault. If the cause of the damage falls within the area of responsibility of the contractor, the contractor shall have the burden of proof to that extent. In the above cases the contractor assumes all costs and expenses, including the costs for any legal action or a recall campaign. In addition the legal stipulations shall apply.

  5. ISE´s right to assert any further compensation remains unaffected.

 

IX. General

  1. All norms and directives mentioned in these terms shall be an integral part of the purchase contract.

  2. At request all the documents for the tender must be immediately returned or proved to be destroyed

  3. There are no verbal side arrangements to this contract.

  4. Any modifications or amendments of the abovementioned terms shall not take effect unless agreed by both parties in written from.

  5. The invalidity of any provision of these terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

  6. It is agreed on both sides, that place of jurisdiction for all present and future claims arising from this arrangement shall be the commercial court in Vienna.

  7. For the interpretation of this contract Austrian actual law shall apply. The international purchase laws shall not apply.

  8. These terms and conditions are conceived for legal transactions between enterprises. Should legal transactions with consumers according to article 1 of the regulations of the consumer protection law be based on these terms, then they shall only be valid in this respect.

  9. The English version of these terms and conditions of purchase shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

 

© Industrie Software Entwicklung GmbH, Revision: 01/06/2014

 

____________________________________________________________________________________________________________________________________________________

General Terms and Conditions of "Purchase of Software Services"

Allgemeine Geschäftsbedingungen "Zukauf Software Dienstleistungen"
Les Conditions Générales "d'Achat de la Configuration de Logiciel"
Kurallar ve Koşullar "Yayılım Hizmetleri Alımı"

Preambel

ISE-Industrie Software Entwicklung GmbH (herein referred as "ISE") will accomplish complete automation-solutions for its customers. Based on the software-design and functional specifications, compiled by ISE for its customers, the development of the according project-related Software shall be assigned to the contractor as a subcontractor according to the separate order/purchase agreement and based on the regulations below. ISE itself can be customer for the purpose of these regulations.

 

I. Scope of Applicability

  1. These General Terms and Conditions in accordance with the most recent version shall apply exclusively for all contracts concluded by ISE and their contractors within the scope “Software”.

  2. Any conflicting terms and conditions of business issued by the contractor shall not be deemed accepted nor shall they form a constituent part of contract, even if ISE is aware thereof, unless ISE expressly agrees with their validity in writing. This shall also apply even if ISE does not separately protest them.

  3. These terms and conditions of purchase shall also apply if ISE accepts or pays for deliveries of products and services of the contractor in the knowledge of conflicting supplier terms and conditions or supplier terms and conditions differing from these terms and conditions of purchase.

  4. Any dissenting regulations, verbal side arrangements, changes or additions to these terms and conditions as well as its attachments resp. enclosures shall require a written agreement between the two contracting parties. This shall also apply for changes of this formal requirement.

  5. In the context of and for the duration of the entire business relationship these terms and conditions shall also apply to all subsequent transactions according to article I.1. without any need of express reference thereto or agreement thereon at the conclusion of such transaction.

     

II. Professional Qualification

  1. The contractor states that he has long experience and professional expertise in software development, especially regarding ISE´s scope of business. The according proof shall be supplied by presentation of adequate written project references.

  2. When performing services within the scope of “Pharma Projects”, the contractor states that he has according sectoral knowledge. When in doubt, the contractor shall immediately confer with ISE. 

     

III. Object of agreement

  1. The contractor shall develop a software according to the separate order/purchase agreement, meeting the requirements in the functional specifications, handed over by ISE.

    1. The structure of the software and the associated documentation developed by the contractor shall meet ISE´s requirements (functional specifications, software design specification), that shall be an integral part of the agreement.

    2. The contractor shall bear all costs for correction occurring by disregarding these requirements.

    3. ISE´s right to assert any further compensation remains unaffected.

  2. The contractor shall give ISE written notice about the acceptability of the software and shall call on ISE for acceptance.

    1. The acceptance test shall be done in a mutual inspection of the software or within the final acceptance test of the complete solution by ISE´s end customer at ISE´s own choice.

      1. Within the scope of “pharma projects” the completion of the project shall be defined by validation (OQ).

      2. Deficiencies in validation of the software and the associated documentation shall be corrected immediately after receipt of the validation report (OQ) and shall be documented and retested.

    2. The contracting parties shall record in writing which requirements of the specification are not met.

    3. At the end of the documentation ISE shall give written notice if the software satisfies the general acceptance criteria.

    4. The contractor shall only be eligible for an acceptance certificate if the software meets all the essential requirements of the functional specifications.

    5. In order to maintain the proper completion of the contractor’s work, the contractor shall perform his services completely and documented and shall deliver the fully documented object- and source code of the software and the associated documentation.

    6. The associated complete documentation of the software shall be a main obligation for the contractor.

    7. The completion of the contractor’s work shall be expressively documented by ISE´s project management.

  3. If the contractor is not able to start or complete the ordered work, the contractor shall give according written notice in due time (from experience 8 weeks) before suspension of work.

    1. In case the contractor fails to comply with this regulation, ISE shall be freed of its financial obligation resp. shall the contractor bear all consequential costs.

    2. ISE shall have the right to demand the delivery of all provisional and final results developed within the fulfilment of the separate order/purchase agreement.

  4. The contractor shall provide information and support services according to the agreed hourly rates, for the reasonable time-frame of one year after documented completion of the ordered work. The contractor shall inform ISE immediately about any changes in his contact details in writing, otherwise the contractor shall bear all costs for the necessary execution by substitution. In case that support services on-site should be imperative, the contractor shall suggest possible dates for execution within 24 hours of notice for the following week.

     

IV. Rights and obligations

  1. All the contractor’s work within the scope of the objective software development shall be disclosed to ISE.

    1. For these purposes the contractor shall deliver the object- and source code version of the software and the associated documentation at first notice. The contractor shall deliver the object- and source code, the associated documentation and all included know-how on a data carrier of ISE´s own choice. „Know-how“ shall be defined as the whole technical acknowledgement, all knowledge and associated documentation and all further technical and economical information, necessary for the objective software development.

    2. In case the contractor fails to comply with this clause, the contractor shall bear all costs for subsequent work. ISE´s right to assert any further compensation remains unaffected at all events.

  2. All the services within the scope of the project shall be performed solely by the contractor himself or by the contractor´s professional qualified personnel according to Article II.

    1. The contractor shall notify ISE about any prevention of such personnel in due time.

    2. ISE shall be entitled to dismiss replacement personnel without further ado.

  3. The delegation of this order to third parties shall be prohibited without the prior written approval of ISE.

    1. The contractor shall bind the subcontractor by contract in the same way as the contractor himself is bound according to the regulations of this contract resp. the separate order/purchase agreement.

    2. The contractor shall take full liability for the subcontractor and shall indemnify and hold ISE harmless in any way.

  4. The contractor shall check the software development design and functional specifications provided by ISE, regarding correctness, feasibility and completeness. The contractor shall inform ISE immediately about design or requirement defects, occurring in the context of the project execution, in written form.

    1. If the contractor should carry out an “apparent defect”, the contractor shall bear all costs for elimination of this defect. ISE´s right to assert any further compensation remains unaffected.

    2. The contractor shall inform ISE immediately about any work jeopardising the agreed deadlines or the project itself as well as about any infeasible work.

  5. Within the term of the objective order/purchase agreement the contractor shall be on-site within 48 hours at the latest upon ISE´s first request,

    1. If the contractor should not show, a respite of 24 hours shall be granted.

    2. The contractor shall bear all consequential costs arising from his being absent without excuse. ISE´s right to assert any further compensation remains unaffected.

  6. The contractor shall keep confidential all business or technical information made accessible by ISE (including features which might be learned from objects, documents or software submitted and any other information or experiences) towards third parties, as long as and to the extent they are not public knowledge, and may only be made available in the contractor´s premises to persons who need to make use of the information for the purpose of supplying to ISE and who must also be required to maintain confidentiality. The information remains exclusive property of ISE. The contracting party shall not receive any intellectual property or utilization rights. In case the contractor fails to comply with this clause, the contractor shall take full liability and shall indemnify and hold ISE harmless in any way.

    1. Without ISE´s prior written approval, such information – except for deliveries to ISE – may not be duplicated or exploited commercially. At ISE´s request and at ISE´s own choice, all information and items (including any copies or recordings made) shall be immediately returned to ISE completely or proved to be destroyed.

    2. ISE reserves all rights to such information (including copyrights and the right to file for industrial property rights such as patents, utility models, semiconductor protection, etc.). In the event these rights are provided to ISE by third parties, this reservation of rights shall also apply to these third parties.

    3. Products built on the basis of documentation such as drawings, models and the like prepared by ISE or based on ISE´s confidential information or ISE´s tools or tools modelled on ISE´s tools may neither be used by the contractor himself nor be offered or supplied to third parties. This also applies to ISE´s print orders correspondingly.

    4. All documents and information provided to the contractor by ISE are ISE´s, resp. their customers’ sole intellectual property.

  7. All software and documents developed or services performed pursuant this agreement and the results of said work is by virtue of this agreement to ISE and shall be the sole property of ISE resp. its customer.

    1. For these purposes the contractor assigns - solely and exclusively - to ISE his entire rights, title and interest in the software, object-code, source-code, and its associated documentation created or developed by the contractor for ISE under this agreement including all patents, copyrights, trade secrets and other proprietary rights, without any restrictions in time, place or content.

    2. The right to install and run the software in own or other enterprises in any arbitrary way, to duplicate the software and to demonstrate and transmit the software in whatever way shall especially be included. Furthermore ISE shall have the right to modify, enhance or alter the software and the associated documentation in its own sole discretion in order to use such results in the same way as the original settings of the programme, the source code and the documentation, without a further consent of the contractor. The contractor shall have no right to modify, enhance or alter the software or documentation without explicit written permission by ISE.

    3. ISE shall have the right to freely assign all assigned rights to any third party without the contractor’s permission.

    4. The contractor shall have no exploitation right in the software and associated documents developed or performed pursuant this agreement.

    5. The contractor shall execute and aid in the preparation of any documents necessary to secure any copyright, patent or other intellectual property rights in the work product to ISE at no charge.

    6. The contractor stipulates, that he exclusively owns all rights in the developed software for assignment according to Article IV.8., that the use of the objective software, the source-code and the associated documentation does not infringe upon the intellectual property rights of any other party and that no other party shall have any rights or claims thereto. The contractor shall indemnify and hold ISE harmless from and against any alleged, threatened or actual infringement asserted by any third party.

  8. Agreed-upon deadlines and time periods are binding.

    1. The receipt of the deliveries by ISE is the determining factor for having met the date of delivery or the period of delivery.

    2. If the contractor is responsible for setup or installation, and unless otherwise agreed upon, the contractor shall assume all required incidental costs such as travel expenses, availability of tools as well as daily allowances.

    3. The legal stipulations shall apply if agreed-upon deadlines are not met.

    4. If the contractor anticipates difficulties with respect to production, the supply of required materials, meeting the delivery date or similar circumstances that might interfere with his ability to deliver in a timely fashion or delivery with the agreed-upon quality, the contractor must immediately notify ISE.

    5. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims to which ISE is entitled due to the delayed delivery or service; this applies until the complete payment of amounts owed by ISE for the delivery or service in question.

    6. Partial deliveries are precluded as a rule, unless ISE expressly agreed to them or they are reasonable.

    7. As long as there is no alternate written agreement, all agreed deadlines in the separate order/purchase agreement shall be fixed dates.

       

V. Non Competition

  1. The contractor agrees that for a period of at least one year following the cessation of the relationship with ISE, the contractor shall not provide or arrange any service to or lend any aid or device to any of the clients of ISE. Furthermore, the contractor shall not engage in any business activities associated to ISE´s line of business for his own account. Clients are persons and/or companies mentioned in the separate order/purchase agreement.

  2. In the case of a violation of this agreement, lump-sum damages amounting to the threefold contract volume are agreed regardless of negligence or fault and shall not be subject to a judge’s right of moderation. ISE´s right to assert any further compensation remains unaffected.

  3. This clause shall survive at least 2 years after termination of this agreement and shall only be terminated ahead of time by ISE´s written notice.

     

VI. Payment in case of expense allowance according to separate order/purchase agreement

  1. All the services ordered by ISE and performed by the contractor shall be charged as accrued. The reimbursement shall be calculated on basis of hourly rates agreed in the separate order/purchase agreement. Travel time from and to the site shall categorically not be reimbursed.

    1. If agreed, costs for overnight stays, flight costs and other travel expenses are limited to middle class und shall become due and payable weekly after rendering the original vouchers.

    2. In case the contractor should use his car for business, ISE shall pay kilometre allowance of € 0,35 per kilometre, that shall become due and payable after proof of kilometres.

    3. If these costs should exceed the amount of € 100 per day, the contractor shall immediately inform ISE in writing, otherwise the contractor shall lose his right for reimbursement.

  2. All payments to the contractor shall only become due on presentation of accordingly signed hourly time sheets, countersigned by ISE´s project management, and associated work reports.

    1. The hourly time sheets shall be presented weekly.

    2. Invoices of the contractor shall become due and payable 15 days after receipt of the invoice due net. 

       

VII. Payment in case of flat-rate allowance according to separate order/purchase agreement

  1. All the services ordered by ISE and performed by the contractor shall be performed as a flat rate order and shall only be reimbursed in accordance with the separate order/purchase agreement.

    1. With the agreed flat rate fixed price all demands of the contractor, especially the assignment of intellectual property rights according to Point IV.7., shall be reimbursed.

    2. Further demands of any kind shall be excluded.

  2. With acceptance of the order ISE shall make a down payment in the amount of 20%.

    1. After the successful preliminary acceptance test (FAT) according to Point VIII.2. ISE shall pay a further instalment in the amount of 50%.

    2. The remaining sum shall be paid after final acceptance of the complete solution by ISE´s customer at the earliest.

  3. Unless otherwise agreed upon, the contractor’s invoices are to be paid within 14 days by deducting a 3% discount or within 30 days without deduction as of the payment due date and the receipt both of the invoice and the goods or services. The payment is subject to invoice verification.

  4. The contractor shall have no right to set-off or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

  5. The contractor shall have no right to retention unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

     

VIII. Warranty

  1. The warranty term, within which warranty claims may be raised, shall be 24 months and shall start at the date of the final acceptance by ISE´s customer.

  2. A mutual preliminary acceptance test (FAT) with ISE and the contractor shall take place.

    1. The work made by the contractor shall be demonstrated on-site for the specified use and a first acceptance test shall be performed.

    2. Faults occurring during the preliminary acceptance test and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    3. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  3. Before the final acceptance of the complete solution by ISE´s customer, it is agreed that a mutual performance testing shall take place within the start of operations on-site.

    1. Faults occurring during the performance testing and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    2. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  4. ISE shall notify the contractor immediately upon the occurrence of a fault after the final acceptance by ISE´s customer. The contractor shall cure such faults within 2 days at the contractor’s own expense within the scope of warranty. ISE´s right to assert any further compensation remains unaffected.

  5. The contractor shall notify ISE in writing, if he wants ISE to perform the necessary work. Such a cure of fault by ISE does not exempt the contractor from liability. ISE´s right to assert any further compensation remains unaffected.

     

IX. Auxiliary Service

  1. The manufacturing and installation of the delivery item resp. the ordered services according to the separate order/purchase agreement shall exclusively be performed as a flat rate order.

  2. Any additional order shall be set out in writing and shall be reimbursed according to standard price.

  3. The standard prices shall conform with the standard price list that shall be handed over before acceptance of the order and that shall be an integral part of the agreement.

  4. Directed performances shall not be rendered and shall therefore not be reimbursed.

  5. All deliveries/performances defined in the order/purchase agreement must include all the necessary material, equipment and extra work within the scope of this contract and its basis, even though they are not explicitly stated.

     

X. Contractor's legal status

  1. The concrete contract shall be subject to the Austrian regulations for contracts of work (“Werkvertrag”). Out of this contract no employment status shall be achieved.

  2. There shall be no registration of the contractor to the national insurance.

  3. The contractor shall render booking capable invoices about his activities in weekly intervals.

  4. The contractor shall be solely responsible for taxation of his income. 

     

XI. Trade and company secrets

  1. In addition to Point IV.6. the contractor shall not disclose any trade and company secrets as well as any other information regarding the way, the operations and the practical activities of ISE or ISE´s customers at all time.

  2. This obligation of secrecy shall apply without temporary restrictions. This shall also apply for any of ISE´s or their customer’s operational knowledge that the contractor should learn of accidentally, though not in relation with his activities on basis of this contract.

  3. Unless the contractor favourably points out ISE´s activities, the contractor shall not comment about ISE, especially when working on-site with ISE´s end customer. 

     

XII. Termination

  1. Both parties shall have the right to terminate this agreement with immediate effect for important reasons in writing.

  2. In case such a termination of the contract is capable of causing damage to the other party and if the continuation of this contract for an appropriate time is reasonable for the terminating party in order to avert a damage, the terminating party shall be obliged to continue the contract, otherwise the terminating party shall bear all costs resulting of failure to comply with this regulation.

  3. The ordered and to be developed software according to these terms shall be a complete work, that is not separable.

    1. In case the continuation of this contract according to Point XII.2. is not reasonable for the contractor, or if the contractor is not willing to continue the contract for whatever reason and the software development, as an inseparable work, has to be continued by ISE itself or a separately assigned third party, ISE shall record the status quo of the software development resp. the performed services on basis of the delivered provisional results according to Point III.3.2. and Point IV.1.

    2. Dependent on the actual development status of the actually ordered work, ISE shall be entitled to a reduction of price in relation to the ordered, inseparable complete work.

    3. ISE shall be entitled to an additional reduction of price in the amount of 20% of the total order volume for the ascertainment of the actual development status.

  4. In case the continuation of the ordered work is not possible without the contractor’s fault, ISE shall try to offer the contractor according work within the scope of similar projects and under similar conditions. Though the contractor shall have no right to assert any compensation in such a case. 

     

XIII. Liability

  1. The contractor shall assume full liability that the software and the associated documentation has no faults, capable of reducing the value or the efficiency for its general use or the specified use agreed by contract, especially specified in the rendered functional specification.

  2. Until the end of the warranty term according to the separate order/purchase agreement, the contractor shall make all adjustments of the documentation, as these adjustments are made within the scope of error deletion.

  3. The contractor shall assume full liability for having exclusive ownership of and title to all deliverables of whatever kind including copyrights, patents, trademarks, rendered within the scope of the order/purchase agreement and that there are no other rights or claims capable of affecting the use of the objective in whatever way that the contractor is aware of.

  4. The contractor shall assume full liability for any damages and losses, regardless of negligence or fault, that shall have been caused by him or a third party in his sphere of influence and hereby indemnifies and holds ISE harmless from and against any alleged, threatened or actual infringement asserted by any third party.

     

XIV. General

  1. All norms and directives mentioned in these terms shall be an integral part of the purchase contract.

  2. There are no verbal side arrangements to this contract.

  3. Any modification or amendment of the abovementioned terms or their exhibits shall not take effect unless agreed by both parties in written form. This applies also to any waiver of the written form requirement.

  4. The invalidity of any provision of these terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

  5. It is agreed on both sides, that place of jurisdiction for all present and future claims arising from or related to this arrangement and its annexes shall be the commercial court in Vienna.

  6. For the interpretation of this contract Austrian actual law shall apply. The international purchase laws shall not apply.

  7. The English version of these terms and conditions of purchase shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

 

© Industrie Software Entwicklung GmbH, Revision: 01/06/2014

 

____________________________________________________________________________________________________________________________________________________

General Terms and Conditions of "Purchase of General Services"

Allgemeine Geschäftsbedingungen "Zukauf Allgemeine Dienstleistungen "
Les Conditions Générales "d'Achat des Services Générales"
Kurallar ve Koşullar "Genel hızmetleri alımı"

Preambel

ISE-Industrie Software Entwicklung GmbH (herein referred as "ISE") will accomplish complete automation-solutions for its customers. Based on the compiled planning and design or the detailed description by ISE for its customers, a part of this project according to the separate order/work contract shall be assigned to the contractor as a subcontractor, based on the regulations below. ISE itself can be customer for the purpose of these regulations.

 

I. Scope of Applicability

  1. These General Terms and Conditions in accordance with the most recent version shall apply exclusively for all contracts concluded by ISE and their contractors within the scope of “General Services”.

  2. Any conflicting terms and conditions of business issued by the contractor shall not be deemed accepted nor shall they form a constituent part of contract, even if ISE is aware thereof, unless ISE expressly agrees with their validity in writing. This shall also apply even if ISE does not separately protest them.

  3. These terms and conditions of purchase shall also apply if ISE accepts or pays for deliveries of products and services of the contractor in the knowledge of conflicting supplier terms and conditions or supplier terms and conditions differing from these terms and conditions of purchase.

  4. Any dissenting regulations, verbal side arrangements, changes or additions to these terms and conditions as well as attachments, resp. enclosures shall require a written agreement between the two contracting parties. This shall also apply for changes of this formal requirement.

  5. In the context of and for the duration of the entire business relationship these terms and conditions shall also apply to all subsequent transactions according to article I.1. without any need of express reference thereto or agreement thereon at the conclusion of such transaction.

     

II. Object of agreement

  1. The contractor shall perform services in accordance with the separate order/purchase agreement, meeting the requirements in the service specifications handed over by ISE.

    1. The way of the service performance shall meet ISE´s requirements (service specifications, or the like), that shall be an integral part of the agreement.

    2. The contractor shall bear all costs for correction occurring by disregarding these requirements.

    3. ISE´s right to assert any further compensation remains unaffected.

  2. The contractor shall give ISE written notice about the acceptability of his services and shall call on ISE for acceptance.

    1. The acceptance test shall be done in a mutual inspection of the performed services or within the final acceptance test of the complete solution by ISE´s end customer at ISE´s own choice.

    2. The contracting parties shall record in writing which requirements of the specification are not met.

    3. At the end of this documentation ISE shall give written notice if the performed services satisfy the general acceptance criteria.

    4. The contractor shall only be eligible for an acceptance certificate if the performed services meet all the essential requirements of the service specifications.

    5. In order to maintain the proper completion of the contractor’s work, the contractor shall perform his services completely and shall accordingly document them.

    6. The completion of the contractor’s work shall be expressively documented by ISE´s project management.

  3. If the contractor is not able to start or complete the ordered work, the contractor shall give according written notice in due time (from experience 8 weeks) before suspension of work. In case the contractor fails to comply with this regulation, ISE shall be freed of its financial obligation, resp. shall the contractor bear all consequential costs. ISE shall have the right to demand the delivery of all provisional and final results developed within the fulfilment of the separate order/purchase agreement.

  4. The contractor shall provide information and support services according to the agreed hourly rates, for the reasonable time-frame of one year after documented completion of the ordered work. The contractor shall inform ISE immediately about any changes in his contact details in writing, otherwise the contractor shall bear all costs for the necessary execution by substitution. In case that support services on-site should be imperative, the contractor shall suggest possible dates for execution within 24 hours of notice for the following week.

  5. The concrete contract shall be subject to the Austrian regulations for contracts of work and labour (“Wekvertrag”). Out of this contract no employment status shall be achieved. There shall be no registration of the contractor to the national insurance. The contractor shall render booking capable invoices about his activities in weekly intervals. The contractor shall be solely responsible for taxation of his income. The contractor states that he has long experience and professional expertise regarding the assigned services. The according proof shall be supplied by presentation of adequate written project references or according certificates (master craftsman diploma, HTL-graduation). When performing services within the scope of “Pharma Projects”, the contractor states that he has according sectoral knowledge. When in doubt, the contractor shall immediately confer with ISE.

     

III. Rights and obligations

  1. All the contractors work within the scope of the separate order/purchase agreement shall be disclosed to ISE. For these purposes the contractor shall deliver the performed services, especially generated documents, on a data carrier of ISE´s own choice at first notice. In case the contractor fails to comply with this clause, the contractor shall bear all costs for subsequent work. ISE´s right to assert any further compensation remains unaffected at all events.

  2. All the services within the scope of the project shall be performed solely by the contractor himself or by the contractor´s professional qualified personnel according to Article II.5.

    1. The contractor shall notify ISE about any prevention of such personnel in due time.

    2. ISE shall be entitled to dismiss replacement personnel without further ado.

  3. The delegation of this order to third parties shall be prohibited without the prior written approval of ISE.

    1. The contractor shall bind the subcontractor by contract in the same way as the contractor himself is bound according to the regulations of this contract, resp. the separate order/purchase agreement.

    2. The contractor shall take full liability for the subcontractor and shall indemnify and hold ISE harmless in any way.

  4. The contractor shall check the Service Specifications provided by ISE, with regard to correctness, feasibility, completeness and legal conformity.

    1. The contractor shall immediately inform ISE in written form about design or requirement defects, occurring in the context of the project execution.

    2. If the contractor should carry out an “apparent defect”, the contractor shall bear all costs for elimination of this defect. ISE´s right to assert any further compensation remains unaffected.

    3. The contractor shall inform ISE immediately about any work jeopardising the agreed deadlines or the project itself as well as about any infeasible work.

  5. Within the term of the objective order/purchase agreement the contractor shall be on-site within 48 hours at the latest upon ISE´s first request,

    1. If the contractor should not show, a respite of 24 hours shall be granted.

    2. The contractor shall bear all consequential costs arising from his being absent without excuse. ISE´s right to assert any further compensation remains unaffected.

  6. The contractor shall keep confidential all business or technical information made accessible by ISE (including features which might be learned from objects, documents or software submitted and any other information or experiences) towards third parties, as long as and to the extent they are not public knowledge, and may only be made available in the contractor´s premises to persons who need to make use of the information for the purpose of supplying to ISE and who must also be required to maintain confidentiality. The information remains exclusive property of ISE. The contracting party shall not receive any intellectual property or utilization rights. In case the contractor fails to comply with this clause, the contractor shall take full liability and shall indemnify and hold ISE harmless in any way.

    1. Without ISE´s prior written approval, such information – except for deliveries to ISE – may not be duplicated or exploited commercially. At ISE´s request and at ISE´s own choice, all information and items (including any copies or recordings made, if applicable) shall be immediately returned to ISE completely or proved to be destroyed.

    2. ISE reserves all rights to such information (including copyrights and the right to file for industrial property rights such as patents, utility models, semiconductor protection, etc.). In the event these are provided to ISE by third parties, the reservation of these rights shall also apply to these third parties.

    3. Products built on the basis of documentation such as drawings, models and the like prepared by ISE or based on ISE´s confidential information or ISE´s tools or tools modelled on ISE´s tools may neither be used by the contractor himself nor be offered or supplied to third parties. This also applies to ISE´s print orders correspondingly.

    4. All documents and information provided to the contractor by ISE are ISE´s, resp. their customers’ sole intellectual property.

  7. In addition to Point IV.6. the contractor shall not disclose any trade and company secrets as well as any other information regarding the way, the operations and the practical activities of ISE or ISE´s customers at any time. This obligation of secrecy shall apply without temporary restrictions. This shall also apply for any of ISE´s or their customers’ operational knowledge that the contractor should learn of accidentally, though not in relation with his activities on basis of this contract. Unless the contractor favourably points out ISE´s activities, the contractor shall not comment about ISE, especially when working on-site with ISE´s end customer.

  8. All performed services as well as all software and documents developed or performed pursuant to this agreement and the results of said work is by virtue of this agreement to ISE and shall be the sole property of ISE, resp. its customer.

    1. For these purposes the contractor assigns to ISE - solely and exclusively - his entire rights, title and interest in the performed services, software, object-code, source-code, and its associated documentation created or developed by the contractor for ISE under this agreement including all patents, copyrights, trade secrets and other proprietary rights, without any restrictions in time, place or content.

    2. ISE shall have the right to freely assign all assigned rights to any third party without the contractor’s permission.

    3. The contractor shall have no exploitation right in the software and the associated documents developed or performed pursuant to this agreement.

    4. The contractor shall execute and aid in the preparation of any documents necessary to secure any copyright, patent or other intellectual property rights in the work product to ISE at no charge.

    5. The contractor stipulates that he exclusively owns all rights in the performed services as well as in the developed software for assignment according to Article III.8., that the use of the objective software, the source-code and the associated documentation does not infringe upon the intellectual property rights of any other party and that no other party shall have any rights or claims thereto. The contractor shall indemnify and hold ISE harmless from and against any alleged, threatened or actual infringement asserted by any third party.

  9. Agreed-upon deadlines and time periods are binding.

    1. The receipt of the deliveries by ISE is the determining factor for having met the date of delivery or the period of delivery.

    2. If the contractor is responsible for setup or installation, and unless otherwise agreed upon, the contractor shall assume all required incidental costs such as travel expenses, availability of tools as well as daily allowances.

    3. The legal stipulations shall apply if agreed-upon deadlines are not met.

    4. If the contractor anticipates difficulties with respect to production, the supply of required materials, meeting the delivery date or similar circumstances that might interfere with his ability to deliver in a timely fashion or delivery with the agreed-upon quality, the contractor must immediately notify ISE.

    5. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims to which ISE is entitled due to the delayed delivery or service; this applies until the complete payment of amounts owed by ISE for the delivery or service in question.

    6. Partial deliveries are precluded as a rule, unless ISE expressly agreed to them or they are reasonable.

    7. As long as there is no alternate written agreement, all agreed deadlines in the separate order/work contract shall be fixed dates.

       

IV. Non Competition

  1. The contractor agrees that for a period of at least one year following the cessation of the relationship with ISE, the contractor shall not provide or arrange any service to or lend any aid or device to any of the clients of ISE. Furthermore, the contractor shall not engage in any business activities associated to ISE´s line of business for his own account. Clients are persons and/or companies mentioned in the separate order/work contract.

  2. In the case of a violation of this agreement, lump-sum damages amounting to the threefold contract volume are agreed regardless of negligence or fault and shall not be subject to a judge’s right of moderation. ISE´s right to assert any further compensation remains unaffected.

  3. This clause shall survive at least 2 years after termination of this agreement and shall only be terminated ahead of time by ISE´s written notice.

     

V. Payment in case of expense allowance according to separate order/work contract

  1. All the services ordered by ISE and performed by the contractor shall be charged as accrued. The reimbursement shall be calculated on basis of hourly rates agreed in the separate order/purchase agreement. Travel time from and to the site shall categorically not be reimbursed.

    1. If agreed, costs for overnight stays, flight costs and other travel expenses are limited to middle class und shall become due and payable weekly after rendering the original vouchers.

    2. In case the contractor should use his car for business, ISE shall pay kilometre allowance of € 0,35 per kilometre, that shall become due and payable after proof of kilometres.

    3. If these costs should exceed the amount of € 100 per day, the contractor shall immediately inform ISE in writing, otherwise the contractor shall lose his right for reimbursement.

  2. All payments to the contractor shall only become due on presentation of accordingly signed hourly time sheets, countersigned by ISE´s project management, and associated work reports.

    1. The hourly time sheets shall be presented weekly.

    2. Invoices of the contractor shall become due and payable 15 days after receipt of the invoice due net. 

       

VI. Payment in case of flat-rate allowance according to separate order/work contract

  1. All the services ordered by ISE and performed by the contractor shall be performed as a flat rate order and shall only be reimbursed in accordance with the separate order/purchase agreement.

    1. With the agreed flat rate fixed price all demands of the contractor, especially the assignment of intellectual property rights according to Point IV.7., shall be reimbursed.

    2. Further demands of any kind shall be excluded.

  2. With acceptance of the order, ISE shall make a down payment in the amount of 20%.

    1. After the successful preliminary acceptance test (FAT) according to Point VII.2., ISE shall pay a further instalment in the amount of 50%.

    2. The remaining sum shall be paid after final acceptance of the complete solution by ISE´s customer at the earliest.

  3. Unless otherwise agreed upon, the contractor’s invoices are to be paid within 14 days by deducting a 3% discount or within 30 days without deduction as of the payment due date and the receipt both of the invoice and the goods or services. The payment is subject to invoice verification.

  4. The contractor shall have no right to se-off or reduction unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

  5. The contractor shall have no right to retention unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ISE.

     

VII. Warranty

  1. The warranty term, within which warranty claims may be raised, shall be 24 months and shall start at the date of the final acceptance by ISE´s customer.

  2. A mutual preliminary acceptance test (FAT) with ISE and the contractor shall take place.

    1. The work made by the contractor shall be demonstrated on-site for the specified use and a first acceptance test shall be performed.

    2. Faults occurring during the preliminary acceptance test and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    3. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  3. Before the final acceptance of the complete solution by ISE´s customer, it is agreed that a mutual performance testing shall take place within the start of operations on-site.

    1. Faults occurring during the performance testing and the following start of operation shall be rectified within 2 days at the contractor’s own expense within the scope of warranty.

    2. In case the contractor does not fulfil his obligation in due time, ISE shall have the right to perform the necessary works on its own or through a competent third party at the expense of the contractor without further notice. ISE´s right to assert any further compensation remains unaffected.

  4. ISE shall notify the contractor immediately upon the occurrence of a fault after the final acceptance by ISE´s customer. The contractor shall cure such faults within 2 days at the contractor’s own expense within the scope of warranty. ISE´s right to assert any further compensation remains unaffected.

  5. The contractor shall notify ISE in writing, if he wants ISE to perform the necessary work. Such a cure of fault by ISE shall not exempt the contractor from liability. ISE´s right to assert any further compensation remains unaffected.

     

VIII. Auxiliary Service

  1. The manufacturing and installation of the delivery item, resp. the ordered work according to the separate order/work contract shall exclusively be performed as a flat rate order. Any additional order or performances shall be set out in writing and shall be reimbursed according to standard price.

  2. The standard prices shall conform with the standard price list that shall be handed over before acceptance of the order and that shall be an integral part of the agreement.

  3. Directed performances shall not be rendered and shall therefore not be reimbursed.

  4. All deliveries/performances defined in the order/purchase agreement must include all the necessary material, equipment and extra work within the scope of this contract and its basis, even though they are not explicitly stated.

     

IX. Termination

  1. Both parties shall have the right to terminate this agreement with immediate effect for important reasons in writing. In case such a termination of the contract is capable of causing damage to the other party and if the continuation of this contract for an appropriate time is reasonable for the terminating party in order to avert a damage, the terminating party shall be obliged to continue the contract, otherwise the terminating party shall bear all costs resulting from failure to comply with this regulation.

  2. The ordered and to be performed services according to these terms shall be a complete work that is not separable. In case the continuation of this contract according to Point XI.2. is not reasonable for the contractor, or if the contractor is not willing to continue the contract for whatever reason, and the ordered performances, as a inseparable work, have to be continued by ISE itself or a separately assigned third party, ISE shall record the status quo of the performed services on basis of the delivered provisional results according to Point II.3.2. and Point III.1. Dependent on the actual development status of the actually ordered work, ISE shall be entitled to a reduction of price in relation to the ordered, inseparable complete work. ISE shall be entitled to an additional reduction of price in the amount of 20% of the total order volume for the ascertainment of the actual development status. In case the continuation of the ordered work is not possible without the contractor’s fault, ISE shall try to offer the contractor according work within the scope of similar projects and under similar conditions. Though the contractor shall have no right to assert any compensation in such a case. 

     

X. Liability

  1. The contractor shall assume full liability that the performed services have no faults, capable of reducing the value or the efficiency for its general use or the specified use agreed by contract, especially specified in the service specification.

  2. Until the end of the warranty term according to the separate order/work contract, the contractor shall make all adjustments, as these adjustments are made within the scope of error deletion.

  3. The contractor shall assume full liability for having exclusive ownership of and title to all deliverables of whatever kind, including copyrights, patents, trademarks, rendered within the scope of the order/work agreement and that there are no other rights or claims capable of affecting the use of the objective performances in whatever way that the contractor is aware of.

  4. The contractor shall assume full liability for any damages and losses, regardless of negligence or fault, that shall have been caused by him or a third party in his sphere of influence and hereby indemnifies and holds ISE harmless from and against any alleged, threatened or actual infringement asserted by any third party

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XI. General

  1. All norms and directives mentioned in these terms shall be an integral part of the purchase contract. There are no verbal side arrangements to this contract. Any modification or amendment of the abovementioned terms or its exhibits shall not take effect unless agreed by both parties in written from. This applies also to any waiver of the written form requirement.

  2. The invalidity of any provision of these terms and conditions shall not affect the validity of the other provisions. Invalid provisions shall be deemed to be replaced by such valid provisions that shall be suitable to implement the economic purpose of the deleted provision to the greatest extent possible.

  3. It is agreed on both sides, that place of jurisdiction for all present and future claims arising from or related to this arrangement and its annexes shall be the commercial court in Vienna. For the interpretation of this contract Austrian actual law shall apply. The international purchase laws shall not apply.

The English version of these terms and conditions of purchase shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

 

  © Industrie Software Entwicklung GmbH, Revision: 01/06/2014

 

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General Terms and Conditions of "Purchase of Catalogue type Goods"

Allgemeine Geschäftsbedingungen "Einkauf Katalogware"
Les Conditions Générales "d'Achat du matériel de type cataloque"
Kurallar ve Koşullar "Katalog ürünü alişverşi"

ISE´s order will be effective exclusively on the following conditions. Any conflicting terms and conditions of business issued by the contractor shall not be deemed accepted nor shall they form a constituent part of contract, even if ISE is aware thereof. Per default we accept only complete deliveries. We do not accept any partial or short delivery, unless this is explicitly wished for or accepted by ISE in written form. Prior to shipment the contractor has to check the contents of the delivery thoroughly for conformity with ISE´s order and for completeness and integrity. Excess or short deliveries are not accepted. If there are „apparent defects“ in this order e.g. missing detail components in order to deliver a complete entity, the contractor has to notify us immediately after receiving this order latest prior to shipment. The ordered components have to be available minimum 5 years after receipt of ISE´s order otherwise corresponding successor components have to be offered immediately, giving the price difference to ISE´s original order. The week of delivery given in ISE´s order is a fixed date. We will not accept a late delivery as fulfillment of ISE´s order and in case of late delivery we already withdraw our order herewith. In case the contractor already knows upon receipt of this order, that the date of delivery cannot be met, the contractor shall inform us immediately so that we can care for an alternative order in time. An infringement of this obligation to inform us shall be regarded as gross negligence. In case the delivered goods are shipped to us with a delay and we accept the delivery, any costs resulting from this delay have to be taken by the contractor. In case the shipment is effected prior to the delivery week given in ISE´s order, we accept the corresponding invoice with the date of delivery given in ISE´s order earliest. The contractor has to confirm the acceptance of ISE´s order and the date of delivery in writing at the latest two working days after receipt of ISE´s order otherwise we withdraw our order herewith. If the current catalogue price of any component is more the 2 % above the price given in our order, the contractor has to inform us in writing in his order confirmation. The contractor is obliged to use and deliver licensed packaging material exclusively. Upon request we have to be provided with a corresponding license agreement. The English version of these terms and conditions of purchase shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

 

 © Industrie Software Entwicklung GmbH, Revision: 01/06/2014

 

 

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General Terms and Conditions of "Purchase of Shipment"

Allgemeine Geschäftsbedingungen "Einkauf Transport"
Les Conditions Générales "d'Achat des Service de Transport"
Kurallar ve Koşullar "Transport alişverşi"

ISE´s order will be effective exclusively on the following conditions. Any conflicting terms and conditions of business issued by the contractor shall not be deemed accepted nor shall they form a constituent part of contract, even if ISE is aware thereof. Per default we accept only complete deliveries. We do not accept any partial delivery, unless this is explicitly wished for or accepted by ISE in written form. The contractor is responsible for the loading, securing and unloading of all transported goods from pickup to delivery on all the contractor’s vehicles and during possible storage. Prior to effecting any transport activity, the contractor has to verify that all goods provided by ISE are fit for transport and without any external damages. Possible defects that might reduce the fitness for transport and security for the goods to be transported especially defects of the packaging of the goods have to be notified immediately and prior to pick up to the contact person of ISE who will effect corresponding measures according to the directives of the contractor. If no defects are notified prior to pick up the goods and especially the packaging provided by ISE are explicitly regarded as fit for transport and in any event of damage the contractor cannot argue on behalf of defective packing. The responsibility and risk of the contractor starts with the moment that the representative of the contractor accepts the provided goods for loading. If ISE staff assists in loading the goods on the vehicle of the contractor or effect this task completely by themselves, they are regarded as assistants of the contractor and this activity lies fully within the risk of the contractor. The contractor has to provide a suitable system of tracking and guarantees that the exact position of the goods and the estimated time of delivery can be transmitted to ISE within a maximum period of two hours. The contractor is obliged to carry out and document physical checks of the transported goods at each change of custody. During the course of transport and warehousing no pollution or contamination or olfactory damage or any other adverse effect must be exerted upon the goods. The contractor has to inform us immediately about possible delays, obstacles or incidents during transport or storage in order that we can decide on the further proceedings. At the address of shipment the goods have to be unloaded by the contractor. The responsibility and risk of the contractor ends, when the goods are unloaded at the final address of shipment and the acceptance of the goods has been confirmed by the recipient of the goods on the transport documents. If the recipient refuses to accept the goods completely or partially, the contractor has to inform us immediately in order that we can decide on the further proceedings. In case this is not feasible for the contractor, the goods have to be transported to the next warehouse of the contractor and then we have to be informed immediately. Unloading the goods without acceptance of the recipient and without clear instructions by us is not allowed. In case the contractor ignores this obligation and unloads the goods without acceptance of the recipient, he is fully responsible for the further treatment and handling and fate of the consigned goods. The contractor has to take care that the delivery at the recipient’s premises is only effected against a written confirmation of acceptance by the recipient with clear identification of the receiving agent of the recipient. The contractor has to provide us with the originals of all documents with reference to this order immediately. (e.g. customs and clearance documents, bills of lading acc. CMR or CIM, …). In the event of damage or loss (partial or complete) during transport or storage or in case of conditional or qualified acceptance with reservations by the recipient, the contractor has to inform us immediately with a detailed report about the scope of the damage, the goods concerned and the probable cause of damage. If possible, digital color pictures documenting the damage have to be transmitted to us. A possible third party carrier is to be held liable immediately. It is explicitly recorded that we have the right to clear possible claims resulting from this order, including indemnity claims against the payment charges of the contractor resulting out of this order. The contractor does not have any lien on the goods of transport, neither does he have a right for retention of these goods even if this might be defined in applicable laws which are explicitly declared ineffective herewith. The English version of these terms and conditions of purchase shall be for convenience purposes only. In case of any inconsistencies, the German version shall prevail.

 

 © Industrie Software Entwicklung GmbH, Revision: 01/06/2014

 

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