T&C - The Circuit

Terms and Conditions The Circuit GmbH

1. Scope of Application / Amendment of General Terms and Conditions
1.1. These General Terms and Conditions (GTC) shall be deemed agreed upon between The Circuit GmbH (Circuit or Contractor) and the Principal (Principal).
1.2. The GTC are the basis for all legal transactions, offers, deliveries, services or other ancillary services.
1.3. .The version of these GTC that is current at the time of the conclusion of the contract and can be downloaded from the website of the Contractor (https://www.the-circuit.eu/) shall apply

2. Terms and Conditions of the Principal
2.1. General Terms and Conditions, contract forms or other terms and conditions of the Principal shall not be accepted and are explicitly rejected. They shall be ineffective to the full extent, even without a new objection by the Contractor. Any deviation from this general objection shall require an express written confirmation by the Contractor. The Contractor declares that it only wishes to contract on the basis of its General Terms and Conditions.
2.2. The confirmation of a deviating provision shall only apply to the relevant contractual point and not to the other provisions of these GTC. If the application of all provisions of the GTC of the Principal is agreed, the provisions of these GTC shall continue to apply unless they conflict with the provisions of the GTC of the Principal.
2.3. An act of contract performance by Contractor or silence with regard to the provisions of Principal that deviate from these GTC shall not constitute consent by Contractor.

3. Cost Estimate / Offer / Conclusion of Contract
3.1. Cost estimates and offers made by the Contractor shall not be binding as a matter of principle.
3.2. Cost estimates shall only be provided by the Contractor in writing and without any guarantee for their correctness and completeness.
3.3. The Contractor shall be entitled to charge a fee for cost estimates.
3.4. The preparation of a cost estimate shall not oblige the Contractor to accept an order or, respectively, to conclude a contract.
3.5. Offers shall only be issued by the Contractor in writing. Otherwise, they shall be non-binding oral contract negotiations.
3.6. Acceptance of an offer made by the Contractor shall only be possible in its entirety unless the contracting parties have made a written agreement to the contrary.
3.7. A contract shall be concluded if
3.7.1. the Principal accepts in writing an offer made by the Contractor and expressly designated in writing as binding within 14 days of transmission, or
3.7.2. the Principal accepts an offer made by the Contractor and the Contractor then sends a written order confirmation to the Principal
3.7.3. a document concerning the subject matter of the contract is drawn up and signed by all parties to the contract.
3.8. If the written order confirmation contains changes compared to the offer, these shall be deemed to be approved by the Principal, unless he objects to them immediately.
3.9. Information about the Contractor's products and services contained in catalogs, price lists, brochures, advertisements at trade fair stands, circulars, advertising mailings or other media (information material) which are not attributable to the Contractor shall be presented to the Contractor by the Principal - if the Principal bases its decision to place an order on such information. In this case, the Contractor may comment on their correctness. If the Principal violates this obligation, such information shall not be binding unless it has been expressly declared in writing to be part of the contract.

4. Object of Delivery / Service, Execution
4.1. The type and scope of the object of delivery / service shall be determined by the binding offer accepted by the Contractor or the Principal, the written order confirmation or contract as well as these General Terms and Conditions.
4.2. In the course of the performance of the service, changes in the framework conditions and/or requirements by authorities/third parties may occur. Unless otherwise agreed, the fulfillment of these requirements and/or the adaptation to changed framework conditions shall not be included in the offer, order or contract and shall be the responsibility of the Principal. If the Contractor is to act for the Principal in this respect, either a separate order shall be placed or the existing order shall be amended or supplemented.
4.3. Amendments of or supplements to the order shall only be taken into account if they are brought to the Contractor's attention in good time before the commencement of the performance of the services and the Contractor agrees to them in writing. In case of later notification or rejection by the Contractor, the Contractor shall be entitled to an appropriate remuneration for the (frustrated) services rendered until then, e.g. planning work, transports, etc., or changes or other additional services caused thereby. This shall apply irrespective of whether a lump-sum fee has been agreed between the contracting parties.
4.4. Minor changes to the object of delivery/service or, respectively, the execution by the Contractor which are objectively justified and reasonable for the Principal shall be deemed to have been approved in advance.
4.5. If, after conclusion of the contract, the Principal requests performance/execution of services or delivery within a shorter period of time, this shall constitute an amendment to the contract. As a result, overtime may become necessary and/or additional costs may arise due to the acceleration of material procurement/work, and the Contractor's remuneration shall be increased appropriately in proportion to the necessary additional expenditure.
4.6. Partial deliveries and services that are objectively justified shall be permissible and may be invoiced separately.
4.7. The Contractor shall be entitled to use subcontractors for the performance of the contract.

5. Performance periods, Delivery periods and Deadlines
5.1. Unless expressly agreed in writing as binding, performance/delivery periods and deadlines shall not be binding.
5.2. Binding performance / delivery periods and dates shall be based on the information in the contract document, the binding offer of the Contractor, the order confirmation or the individually agreed delivery and payment conditions.
5.3. Binding performance/delivery periods and deadlines may be extended or postponed by the Contractor in the event of a delay due to force majeure or unforeseeable disruptions/interruptions or a delay for which the Principal is responsible. The same shall apply in the event of a change/addition to the object of delivery/service or, respectively, order by the Principal.
5.4. If the Contractor is already at the place of performance or, respectively, has already delivered the object of performance or has already started the performance and the performance is not carried out due to force majeure or unforeseeable disruptions/interruptions (e.g. due to floods), the Principal shall reimburse the Contractor for the costs or, respectively, expenses incurred up to that point as well as the costs for dismantling and removal.
5.5. "Unforeseeable disruptions/interruptions" and "force majeure" shall include, for example, epidemics/pandemics, war, natural disasters, forces of nature, strikes, official blocks, import and export blocks, incidents in production, shortages of raw materials and goods, traffic disruptions or failure of other external services required for the performance of the contract, which make it significantly more difficult or temporarily impossible for the Contractor to perform the contract, irrespective of whether they occur at the Contractor, its suppliers/business partners or third parties.
5.6. Exceeding a non-binding performance or delivery deadline or deviating from a non-binding deadline shall not constitute a default on the part of the Contractor. In this case, the information in the contract, offer or the terms of delivery and payment shall serve the Principal only as an approximate guideline and the Contractor shall perform its service/delivery within a reasonable period of time. Unforeseeable disruptions/interruptions, force majeure and delays for which the Principal is responsible shall also be taken into account in this respect.
5.7. In the event of a delay in the performance of the contract by the Contractor, the Principal shall be entitled to rescind the contract after setting a reasonable grace period of at least 6 months. The grace period shall be set in writing by registered letter and shall include a simultaneous warning of withdrawal.
5.8. In the case of non-binding delivery periods and dates, the Principal shall also be entitled to this right of withdrawal in the event of a longer delay in delivery/shipment (at least 18 months).
5.9. In the event that the Contractor's delivery or performance of services is delayed for more than 18 months due to force majeure or an unforeseeable disruption/interruption, the Principal shall be entitled to withdraw from the contract. However, the Principal may not derive any claims against the Contractor from such a withdrawal.

6. Price
6.1. The Contractor's prices are variable prices and are subject to change without notice. They are based on the calculation basis on the day of the conclusion of the contract (e.g. fuel prices, wage costs, etc.) and are net prices without any deductions.
6.2. The remuneration shall be adjusted downwards or upwards if there has been a change in the basis of calculation of at least 5% between the date of conclusion of the contract and the date of actual performance/delivery. The adjustment shall be made to the extent that the costs at the time of conclusion of the contract have changed compared to those at the time of actual performance / delivery, provided that the Contractor is not in default. In the event of an adjustment of more than 15%, the Contractor shall notify the Principal thereof without delay.
6.3. The Contractor shall have an additional claim to reasonable remuneration for deliveries/services ordered by the Principal which are not covered by the original order.
6.4. The Principal shall additionally bear any statutory value added tax, tolls and road charges, packaging, transport and loading costs as well as customs duties, levies and insurances which may be payable. Such costs cannot reasonably be calculated in advance as they are subject to market price fluctuations.
6.5. If no or no deviating information on the currency of the price is given, it is in EURO (€).
6.6. The fee for continuing obligations shall be value-assured on the basis of the consumer price index, 2020 series, as calculated and published by Statistics Austria. The index figure calculated for the month in which the contract is concluded shall serve as the basis. The value shall be secured on the basis of the latest available index figure in January of each year. The calculation shall be carried out by the Contractor. The basis for the further calculation shall in each case be the last index figure which has led to an actual change in the remuneration. If the consumer price index, 2020 series, is no longer published, the index that most closely corresponds to this index shall be used as the basis for indexation. Failure to enforce the increase of the fee on the basis of the indexation as well as failure to collect the amounts of the increase shall not be deemed to be a waiver of the indexation of the fee, irrespective of their duration.

7. Invoicing, Terms of Payment, Down Payments
7.1. The Principal expressly agrees that invoices may also be issued and transmitted to him electronically at the Contractor's discretion.
7.2. Invoice amounts shall be due for payment immediately after the invoice has been issued, unless deviating payment agreements have been made. Deviating payment agreements shall only be binding for the Contractor if they have been agreed in writing.
7.3. Payment shall be made by bank transfer to an account specified by the Contractor or in the respective contractually agreed form free of charges and deductions in the invoiced currency.
7.4. The right to deduct a cash discount shall require an express written agreement.
7.5. Payment dedications made by the Principal shall not be binding for the Contractor.
7.6. The Contractor shall be entitled to issue payments on account or partial invoices for partial services/deliveries already rendered prior to completion of the order.
7.7. The Contractor shall be entitled to demand security for the outstanding remuneration from the Principal. The amount of the security shall generally be 25% of the outstanding remuneration. The costs of the security shall be borne by the Principal.
7.8. The Principal shall provide this security within 14 days of being requested to do so by the Contractor. If the Principal does not comply with the Contractor's request for the provision of a security, or does not do so sufficiently or in due time, the Contractor shall be entitled to refuse its performance. In this case, the Contractor shall be entitled to withdraw from the contract by granting a further 14-day grace period.
7.9. In case of default of payment by Principal, Principal shall pay default interest in the amount of 9.2 percentage points above the base interest rate of the Austrian National Bank, however, at least 12% p.a.. These shall be deemed to be agreed.
7.10. The right to claim further damage caused by default shall be reserved. The Principal shall compensate the Contractor or any third party commissioned by the Contractor (e.g. collection agency, lawyers, etc.) for any damage caused by its default, in particular the necessary costs of appropriate extrajudicial debt collection or recovery measures.
7.11. For the Contractor's own reminders, a flat rate of € 10.00 shall be charged per reminder, which shall be reimbursed by the Principal.
7.12. If the Principal is in default of payment within the scope of other contractual relationships existing with the Contractor, the Contractor shall be entitled to suspend performance of its obligations under this contract until performance by the Principal.
7.13. If the payment deadline is exceeded, any remuneration granted (discounts, deductions, etc.) shall be forfeited and added to the invoice.

8. Rights of set-off and retention, Assignment of claims
8.1. The Principal shall only be entitled to offset counterclaims to the extent that counterclaims have been established by a court of law or acknowledged by the Contractor.
8.2. The Principal shall not be entitled to assign claims and rights arising from the contractual relationship without the written consent of the Contractor. The Principal may not withhold payments unless the Contractor is in unjustified default of payment. The Principal's right of retention shall also expire when this reason ceases to apply.

9. Obligations of the Principal to Cooperate
9.1. The Contractor's obligation to perform / deliver shall commence at the earliest at the time when the Principal has created all structural, technical as well as legal prerequisites for performance and has provided the Contractor with all necessary information and/or planning documents for the performance / delivery. In particular, prior to the commencement of performance, the Principal shall provide, without being requested to do so, the necessary information on the location of concealed power, gas and water lines or similar devices, escape routes, other obstacles of a structural nature, boundary lines or other possible sources of disruption, sources of danger as well as the necessary structural data and any changes planned in this respect. Order-related details on the necessary data / information can be obtained from the Contractor.
9.2. The Principal shall be liable for ensuring that the necessary structural, technical and legal requirements for the execution of the object of delivery/service are met throughout. This shall apply in particular to the subsoil (geology, stability, etc.) on which the object of delivery/service is to be executed.
9.3. If the Principal is aware of reasons, or, respectively, should have been aware of them, which could delay the delivery/service provision, he shall inform the Contractor in writing of these reasons for the possible delay without delay, but at least 2 weeks before the planned delivery/service provision.
9.4. The Principal shall arrange for or, respectively, obtain the necessary permits from third parties as well as notifications and permits from authorities at his own expense.
9.5. The operating materials and consumables required for the execution, in particular for installation and/or commissioning measures, such as energy, water, etc., shall be provided by the Principal at Principal's expense. If necessary, the Principal shall also provide accommodation facilities on site.
9.6. The Principal shall ensure the necessary access to the place of performance for the delivery/service provision.
9.7. The Principal shall be responsible for securing the installation site and the object of delivery/service, in particular against theft, vandalism and damage due to external influences (e.g. weather) and for coordinating the companies present at the installation site.
9.8. If the delivery item/service is not insured, the Principal shall arrange for this at its own expense. It is pointed out that the Contractor shall keep the object of delivery / service insured during transport and erection and dismantling. As soon as the installation has been completed and the building has been handed over to the Principal, the insurance cover of the Contractor shall end and the Principal shall keep the object of delivery/service insured himself for the period between handover and return of the object of delivery/service to the Contractor.
9.9. If the transfer of risk has not already taken place with the dispatch to the Principal, the risk of complete or partial loss of the object of delivery/service shall pass to the Principal with its delivery to the place of installation.
9.10. If the Principal does not comply with these obligations to cooperate,
9.10.1. the Contractor's performance shall not be defective insofar as the defectiveness is due to the Principal's lack of duty to cooperate;
9.10.2. the Contractor is not in default with the delivery/service provision;
9.10.3. the Principal shall compensate the Contractor for any damage incurred by the Contractor due to the breach of the duty to cooperate;
9.10.4. the Contractor may withdraw from the contract by granting a 14-day grace period.

10. Delivery, Transfer of Risk
10.1. The risk shall pass to the Principal as soon as the object of delivery/service has been unloaded at the place of installation or at the Principal’s or has been made available for acceptance by the recipient or the Principal and has been accepted by the latter.
10.2. The Principal must guarantee access (without risk, legally permissible) to the agreed installation and delivery site.
10.3. The Contractor reserves the right to refuse delivery and installation at the place of installation and delivery in individual cases if the access to this place or the place of installation is not safe from his point of view.
10.4. The costs for any soiling/damage to roads, sidewalks, parts of buildings, land, bodies of water, etc. in connection with deliveries shall be borne by the Principal.
10.5. The Contractor shall only be obliged to take back packaging material if this has been expressly agreed. This material shall be disposed of by the Principal at its own expense.
10.6. Partial deliveries are permissible.

11. Default in acceptance
11.1. If the Principal is in default of acceptance for longer than 14 days (e.g. refusal of acceptance, default with preliminary services, etc.) and if the Principal, despite having been granted a reasonable grace period, has not remedied the circumstances for which it is responsible and which delay or prevent the delivery/service provision, the Contractor shall be entitled to otherwise dispose of the devices, materials, products, goods and works specified for the delivery/service provision, provided that the Contractor, in case of continuation of the delivery/service provision, procures or, respectively, provides them within a period of time which is reasonable under the respective circumstances.
11.2. In the event of default of acceptance on the part of the Principal, the Contractor shall also be entitled, if it insists on performance of the contract, to store the object of delivery /service on its premises or those of third parties, for which the Contractor shall be entitled to a reasonable storage fee of at least 1% of the value of the goods per month. This shall also apply mutatis mutandis if the shipment is delayed at the request of the Principal.
11.3. If the shipping costs increase due to the delay in acceptance or at the request of the Principal, the Principal shall bear the additional costs.
11.4. This shall not affect the Contractor's right to demand remuneration for deliveries made or services rendered and to withdraw from the contract after a reasonable period of grace.
11.5. In the event of default in acceptance or delays in delivery/service provision for which the Contractor is not responsible, the Contractor shall be entitled to withdraw from the contract by setting a grace period. If partial deliveries/services have already been provided, the Contractor may also withdraw from only one part.

12. Retention of title, Advance payments, Securities
12.1. Delivered or otherwise handed over objects of delivery/services which are the property of the Contractor, in particular components, products, goods and plans, shall remain the property of the Contractor until full payment of the remuneration.
12.2. The Principal shall be obliged to keep the objects of delivery /service in proper condition for the duration of the retention of title, to have all maintenance work and necessary repairs provided for by the manufacturer/Contractor carried out without delay - apart from emergencies - by the Contractor or by a company recognized for the support of the Contractor's object of delivery/service.
12.3. A resale shall only be permissible if the Contractor has been notified of such resale in good time in advance, stating the name and address of the purchaser, and the Contractor has given its written consent to the resale. In the event of the Contractor's consent, the Principal's purchase price claim shall already now be deemed assigned to the Contractor and the latter shall accept the assignment.
12.4. The Principal undertakes to perform all acts of publicity required for an effective assignment of the claim. The Principal shall in particular note this assignment in his books and on his invoices until the remuneration or purchase price has been paid in full and shall draw the attention of his debtors to this assignment.
12.5. The Principal shall be authorized to collect this claim on behalf of the Contractor until revoked. Upon request, the Principal shall provide the Contractor with all documents and information required for the assertion of the assigned claims and receivables.
12.6. Furthermore, the Principal undertakes to also oblige his customer to resell the object of delivery/service only under extended reservation of title and assignment of his claim in advance.
12.7. If the Principal is in default of payment, the Contractor shall be entitled to demand the return of the object of delivery/service subject to retention of title after setting a reasonable grace period of at least 14 days.
12.8. The Principal shall immediately notify the Contractor of the opening of insolvency proceedings against its assets or of the seizure of the object of delivery/service subject to retention of title. This shall also apply in the event of other seizures by third parties. In this case, the Principal shall inform courts, authorities and attaching third parties of the retention of title.
12.9. The Principal shall be liable for all costs that have to be incurred in order to lift a seizure, access to the object of delivery/service subject to retention of title or for the replacement of the object of delivery/service.
12.10. The Principal declares his express consent that the Contractor or a third party commissioned by him may enter the location of the object of delivery/service subject to retention of title for the purpose of asserting his retention of title.
12.11. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared.
12.12. Objects of delivery/service which the Contractor has taken back in this context may be sold on the open market and at the best possible price.
12.13. In the event of insolvency proceedings of the Principal as a going concern, the Contractor reserves the right either to request a deposit in the amount of the average credit risk (average of the last 6 months) for deliveries and services for the duration of the going concern or to make deliveries and services dependent on the advance performance of the Principal or to provide them only concurrently against cash payment..
12.14. If the Principal is more than 4 weeks in arrears with payments, the Contractor may suspend/interrupt deliveries and services until the Principal has provided an appropriate security. The Principal may not derive any claims against the Contractor from this.
12.15. If the choice of law made by the contracting parties is not applicable or is declared inadmissible and the national law applicable to the contractual relationship in this case does not recognize/permit the retention of title, the contracting parties shall agree on a means of security which, from an economic point of view, comes as close as possible to it. The Principal shall bear all costs, e.g. for legal advice, in this context. In the event that no close means of security exists or is not recognized as equivalent by the Contractor, the Principal shall provide the Contractor with another equivalent means of security at its own expense.

13. Warranty
13.1. The Contractor shall not provide the Principal with any warranty for specific properties of the object of delivery/service or for its suitability for a specific purpose, unless the Contractor has expressly warranted such properties in writing.
13.2. The warranty period vis-à-vis the Principal shall be reduced to 12 months from handover.
13.3. If a joint handover is planned and the Principal fails to attend the handover date notified to him, the handover shall be deemed to have taken place on that date.
13.4. The presumption according to section 924 sentence 2 of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch; ABGB) is excluded. The Principal shall always have to prove that the defect was already present at the time of handover.
13.5. Notifications by the Principal of possible warranty claims must be received by the Contractor in writing within 14 days of discovery of the alleged defect and must contain the following information
13.5.1. Which object of delivery/service or part thereof has the alleged defect
13.5.2. What the alleged defect is
13.5.3. Description of the circumstances under which the defect has occurred or is occurring.
13.6. The Principal shall request the Contractor to remedy the defect within a reasonable period of time, at least 3 days. If the Principal remedies the defect itself or has it remedied by a third party without a corresponding prior request or, respectively, refusal by the Contractor, the Principal shall thereby waive the reimbursement of the costs of remedying the defect by the Contractor.
13.7. The remedying of a defect claimed by the Principal shall not constitute an acknowledgement of a defect.
13.8. The Contractor shall be granted at least two attempts to remedy the defect.
13.9. If the Principal's allegations of defects are unjustified, the Principal shall be obliged to reimburse the Contractor for the expenses incurred for the determination of the absence of defects or the rectification of defects.
13.10. In order to remedy defects, the Principal shall make the location of the object of delivery/service accessible to the Contractor without culpable delay and shall grant the Contractor or an expert appointed by him the opportunity to inspect it.
13.11. The Principal shall notify the Contractor in writing by registered mail within 14 days of any defects which he has discovered or should have discovered in the ordinary course of business after dispatch or handover of the object of purchase/goods, failing which he shall lose his rights within the meaning of section 377 of the Austrian Commercial Code (Unternehmensgesetzbuch; UGB).
13.12. In the event that the object of purchase is to be further processed, the Principal undertakes to inspect the object of purchase prior to processing and to notify the Contractor of any defects without undue delay, however, no later than within the period specified above.
13.13. Any use or processing of the defective object of delivery/service that threatens damage or further damage or makes it difficult or impossible to determine the cause shall be discontinued by the Principal without delay, unless this is unreasonable.
13.14. If defects were not recognizable upon proper inspection by the Principal (hidden defect) and if they only become apparent after the aforementioned period, they shall be notified to the Contractor in writing by registered mail within 14 days from their recognizability, otherwise the Contractor shall lose its rights within the meaning of section 377 of the Austrian Commercial Code (Unternehmensgesetzbuch; UGB). This obligation to give notice of defects shall also be incumbent on the Principal and apply mutatis mutandis to a wrong delivery or a quantity error, unless the object of delivery obviously deviates from the order to such an extent that the Contractor had to consider the Principal's approval as excluded.
13.15. Recourse of the Principal against the Contractor according to section 933b of the Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch; ABGB) is excluded.
13.16. The costs for the return transport of the defective item to the Contractor shall be borne in full by the Principal.
13.17. The Principal shall be obliged to enable the Contractor to determine the defect without delay.
13.18. Within the scope of the warranty, the Contractor shall be entitled to replace defective objects of delivery /service or components thereof by the objects of delivery/service or components of the same quality or to credit the Principal with an amount corresponding to the price reduction, provided that a repair is not possible or economically reasonable from the Contractor's point of view.
13.19. Replaced defective objects of delivery/service or components shall become the property of the Contractor.

14. Liability/Compensation for Damages
14.1. The Contractor shall be liable to the Principal, with the exception of personal injury, only in cases of intent or blatant gross negligence.
14.2. Liability towards the Principal shall be limited to the maximum liability amount of any liability insurance taken out by the Contractor. If such insurance does not exist, a maximum liability amount of 10% of the offer price shall be agreed.
14.3. Furthermore, liability for loss of profit, indirect damage and consequential damage, in particular for loss of use, capital and operating costs, shall be excluded.
14.4. These limitations shall also apply with regard to damage to an item which the Contractor has taken over for processing.
14.5. Claims for damages of the Principal shall be asserted in court within 2 years in the case of immovable property and within 1 year in the case of movable property from the date of knowledge of the damage and the damaging party, otherwise they shall be forfeited. The 30-year limitation period shall be reduced to 10 years.
14.6. In the event of damage, the Principal shall bear the burden of proof for any fault on the part of the Contractor. The statutory reversal of the burden of proof for claims for damages arising from the contract shall not apply.
14.7. The liability of the Contractor shall be excluded for damage caused by improper use, handling, storage or faulty processing of the object of delivery/service by the Principal or third parties attributable to him as well as natural wear and tear.
14.8. Those product characteristics shall be owed which can be expected by the Principal with regard to the approval regulations and other product-related instructions and notes of the Contractor, third party manufacturers or importers, taking into account the Principal's knowledge and experience. The Principal as reseller shall take out sufficient insurance for product liability claims and shall indemnify and hold the Contractor harmless with regard to recourse claims.

15. Intellectual Property, Third Party Property Rights, Secrecy
15.1. The Contractor shall reserve all copyrights, in particular the rights of use and exploitation, to the works/documents created by him, in particular plans, brochures, models, etc.
15.2. Any use, in particular processing, execution, duplication, distribution, public presentation, making available of the works/documents or parts thereof shall only be permitted with the express consent of the Contractor. All works/documents may only be used for the purposes expressly specified when the order is placed or by a subsequent agreement.
15.3. The Principal shall be obliged to provide all works of the Contractor with a copyright designation (name, company, business name) and, respectively, shall be prohibited from removing existing copyright designations without the consent of the Contractor.
15.4. The Contractor shall be entitled, and the Principal shall be obliged, to state the name, company or business name of the Contractor in publications or announcements about joint projects.
15.5. In the event of a violation of these provisions for the protection of the Contractor's works/documents, the Contractor shall be entitled to a penalty in the amount of twice the reasonable remuneration for the unauthorized use, whereby the right to assert a claim for damages in excess thereof shall be reserved. The burden of proof that the Principal has not used the Contractor's works/documents shall lie with the Principal.
15.6. In the case of works produced by the Contractor on the basis of documents provided by the Principal, the Principal shall be exclusively responsible for ensuring that the production of these works does not infringe any third-party property rights.
15.7. If the Principal contributes intellectual creations or documents and if third party property rights are asserted with regard to such creations, the Contractor shall be entitled to stop the production of the object of delivery/service at Principal's risk until the third party rights have been clarified and to claim reimbursement of the necessary and appropriate costs incurred by the Contractor, unless the claims of third parties are obviously unjustified. The Principal shall indemnify and hold the Contractor harmless in this respect.
15.8. Furthermore, the contracting parties (with the following exception) mutually undertake to maintain secrecy vis-à-vis third parties with regard to the knowledge they have obtained from the business relationship.
15.9. After execution of the order, the Contractor shall be entitled to publish the contractual work in whole or in part for advertising purposes, unless otherwise contractually agreed.

16. Prevention of Money Laundering, Terrorism Financing and Corruption
16.1. The Contractor undertakes to comply comprehensively with all legal requirements for the prevention of money laundering, terrorism financing and corruption. The Principal's attention is drawn to the fact that in the case of cash payments above a legally specified threshold value, the Contractor shall be obliged to implement certain measures (e.g. establishing the identity of the Principal, obtaining information on the purpose and intended type of business relationship, reporting to the money laundering reporting office in the event of suspicion, etc.).
16.2. The Principal assures that its payments to the Contractor do not result from criminal acts.
16.3. The Principal shall be obliged to cooperate in connection with the prevention of money laundering, terrorism financing and corruption. The Contractor shall be entitled to terminate the respective agreement with the Principal with immediate effect by written notice to the Principal if the Principal fails to comply with its duty to cooperate within the meaning of this clause or if there is a justified suspicion that the business relationship is being used for money laundering, financing of terrorism or acts of corruption.
16.4. The Principal may not derive any claims against the Contractor from such a withdrawal.

17. Choice of Law, Place of Performance, Place of Jurisdiction
17.1. The contracts concluded with the Contractor shall be governed by Austrian law, with the exception of its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
17.2. The place of performance shall generally be the Contractor's registered office, unless another place of performance, e.g. place of installation according to the respective offer or contract, has been agreed in writing.
17.3. The place of jurisdiction for disputes shall be the court having subject-matter and local jurisdiction for the Contractor's registered office. However, the Contractor shall be free to bring disputes before another court having jurisdiction by law, in particular the general place of jurisdiction of the Principal.

18. Severability Clause
18.1. Should any provision of these GTC be invalid, void or unenforceable in whole or in part, this shall not invalidate the remaining provisions of the GTC. The remaining content of the GTC shall remain unaffected and in this case the contractual parties shall be deemed to have agreed on a provision that comes as close as possible to the invalid, void or unenforceable provision in terms of legal and economic result and is not invalid, void or unenforceable.

19. Miscellaneous
19.1. The contractual language shall be German. If these GTC exist in several language versions, the German version shall be authoritative and binding. Translations of these GTC are for information purposes only.
19.2. Amendments of and supplements to the contract must be made in writing to be legally effective. This shall also apply to any waiver of the written form clause.
19.3. The Principal shall notify the Contractor of any change of address.
19.4. A declaration by the Contractor shall also be deemed to have been received by the Principal if the Principal has not notified the Contractor of a change of its address and the Contractor sends the declaration to the last address of the Principal notified.
19.5. In the GTC, the masculine form shall be used exclusively for reasons of better readability for the Principal. The female form is always included.

Errors, typesetting and printing errors excepted.

Strass im Zillertal, am 12.6.2023