Stiftingtalstrasse 5, 8010 Graz
1. Scope of Application
1.1. The CBmed company accepts orders exclusively upon the basis of these present General Terms and Conditions.
1.2. Agreements which deviate from these General Terms and Conditions are only effective when CBmed has expressly approved them in writing.
1.3. The General Terms and Conditions of the Client are expressly excluded both for the present legal transaction as well as for the entire duration of the business relationship.
1.4. The General Terms and Conditions do not apply in the context of contract award procedures.
2.1. Quotations made by CBmed are subject to confirmation.
2.2. Cost estimates made by CBmed are non-binding except when expressly declared in writing to be binding.
2.3. All documentation for the quotation including the performance specifications remain the intellectual property of CBmed and must not be used for any other purpose.
3. Conclusion of a Contract
3.1. The prerequisite for the conclusion of a contact is the issuance of an order confirmation on the part of CBmed.
3.2. Modifications and addenda to the contract require written confirmation by CBmed in order to become valid.
4.1. In the event that no other terms of payment have been agreed, the invoice amount is to be paid in full without deductions within 14 days of the invoice date.
4.2. Payments by the Client are deemed as having been made only once they have posted to the business account.
4.3. The Client shall make partial payments upon request of CBmed in accordance with the progress of the performance of services. When partial invoices are issued, the corresponding partial payments become due upon receipt of the respective invoice.
4.4 Cash discount deductions are only permitted by previous special agreement.
4.5. Upon delay in payment, CBmed is entitled to demand payment of interest on arrears in the amount accorded by law.
4.6. In the case of qualified default, CBmed is furthermore entitled to charge dunning fees in the amount of EUR 20.00. The Client is obligated to cover the costs for any further dunning costs which arise through the assistance of third parties (collection agencies, lawyers).
4.7. Late payments shall first be applied to dunning fees, then to interest and finally to the outstanding capital.
4.8. If the contractual performance is invoiced to a third party by request of the Client, the Client shall nonetheless be liable as joint and several debtor for the invoice amount over and against CBmed.
4.9. In the event that, after conclusion of the contract, CBmed becomes aware of circumstances concerning the Client’s lack of solvency or their unfavourable economic situation, CBmed is entitled to invoice for all services performed and to declare these amounts due as well as to make the continuation of the work contingent upon the provision of corresponding collateral or prepayments by the Client.
5. Scope of Services and Service Provision
5.1. CBmed performs their services according to the accepted rules of science and engineering.
5.2. The task, the manner of proceeding and the type of the services to be performed shall be governed by written agreements between the contractual parties. With respect to the services covered by this contract, the attainment of a specific economic or scientific result is not deemed to be an obligation, provided nothing to the contrary has been agreed.
5.3. Modifications, additions or addenda concerning the task, the manner of proceeding and the type of services agreed require a separate written agreement.
6. Performance Deadlines and Dates
6.1. Performance deadlines and dates are generally understood to be only guidelines inasmuch as in individual cases they have not been expressly agreed as being binding.
6.2. Delays or deficient acts of cooperation due on the part of the Client or other hindrances arising from the Client’s sphere of influence as well as modifications of the task or additional services shall extend the execution period by a reasonable additional amount of time irrespective of other claims to which CBmed may be entitled. This shall apply analogously for performance deadlines.
7. Participation of Third Parties
CBmed is entitled to engage employees, competent third parties and data-processing companies for the performance of the contract.
8. The Client’s Obligation to Cooperate
The Client commits to assist and support the services to be provided by CBmed to such an extent as has been agreed or otherwise to the extent required and appropriate. This includes, but is not limited to, the communication of all required information, data and boundary conditions in particular, as well as accurate and timely responses or decisions concerning questions which arise with regard to the continued performance of the services.
9.1. CBmed shall only be liable for direct damages if the Client proves gross negligence or deliberate intention on the part of CBmed or CBmed’s vicarious agents.
9.2. The Client’s entitlement to compensation for grossly negligent or deliberately caused damage over and against CBmed shall be limited to EUR 100,000.00.
9.3. CBmed shall not be liable for indirect damages, lost profits, loss of interest, lost savings, consequential and financial losses, damages due to claims of third parties nor for the loss of data and programs and their restoration.
9.4. In the event that a contractual fine or penalty to be paid by CBmed has been agreed, it shall be subject to a judicial right of reduction and the exercise of any damage compensation over and above the contractual fine or penalty shall be excluded.
9.5. The damage compensation can only be exercised through a court decision within six months of the time that the Client gained knowledge of the damage, at the latest, however, within three years after the time of the event which is the justification for the claim.
10.1. CBmed is legally bound to maintain confidentiality concerning all facts of which they gain knowledge in the course of performing the contract, except if the Client releases them from this obligation in writing.
10.2. The obligation to confidentiality shall remain in force even after termination of the contractual relationship.
10.3. The obligation to confidentiality shall apply in equal measure for the employees of CBmed or personnel engaged by CBmed.
11. Copyright, Patent and Other Protective Rights
11.1. The Client is obligated to exercise such care as is customary in the industry to ensure that the services for which they contract are possible with no infringement of copyright, patent or other protective rights of third parties. Inasmuch as patent or other protective rights are created on or arising from the work results of CBmed, CBmed shall be entitled to these exclusively, provided nothing to the contrary has been expressly agreed.
11.2. Each contractual party shall register in their own name and at their own expense the protective rights for the inventions they have made.
11.3. Each contractual party shall themselves bear the costs for the inventor remuneration due their inventors.
11.4. Shared inventions within the context of the contractual performance shall be registered proportionately according to the share of the contractual parties in the invention as determined by the respective share of the costs entailed.
12. Exclusion of Set-Off
Any set-off of asserted counterclaims of the Client against claims of CBmed is excluded.
13. Right of Retention
13.1. In the event of a justified complaint, the Client shall not be entitled to retention of the entire invoice amount, but only of a reasonable portion of the invoice amount.
13.2. CBmed can refuse to surrender their work results until such time as full payment of the agreed fee has been made, inasmuch as the retention would not constitute a violation of good faith due to the relatively minor nature of the amounts still due.
14. Place of Jurisdiction
The materially competent court at the headquarters of CBmed is agreed to have jurisdiction for decisions concerning all disputes arising from a contract – including concerning whether the contract exists or does not exist.
15. Applicable Law
15.1. Austrian law shall apply.
15.2. The application of the UN Convention on the International Sale of Goods is expressly excluded.
16. Severability Clause
Should one provision of these General Terms and Conditions be or become legally ineffective or unenforceable either in full or in part, this shall have no effect upon the legal effectiveness or enforceability of all other provisions of the General Terms and Conditions. The contractual parties shall replace the legally ineffective or unenforceable provision with a valid and enforceable provision which most closely approximates the content and purpose of the legally ineffective or unenforceable provision.
17. Formal Requirement
Modifications or addenda of a contract must be in written form; this also applies for a change of the requirement of written form.