General Terms of Business and Supply (GTS)

(1) Orders from the customer are only considered accepted if they have been confirmed by iba Austria in writing, including by email. Any declarations or offers made by iba Austria up to then are non-binding and serve as an invitation to order by the customer.

(2) Quotations from iba Austria are non-binding. Likewise, technical descriptions and other specifications in offers, brochures and other information are initially non-binding.

(3) Quotations and cost estimates are only given in writing. Oral cost estimates have no legal significance.

(4) Unless otherwise agreed, quotations and cost estimates are free of charge.

(5) Quotations and cost estimates are created based on the information provided by the customer, with no guarantee of completeness and correctness.

(6) iba Austria reserves its property rights, protective rights and rights of use of images, drawings, calculations and other documents. They must not be made accessible to third parties.

(7) iba Austria reserves the right to sell the goods offered to the customer to third parties during the period of validity of the offer (prior sale). This does not give rise to any claims for the customer.

(8) If any information in the written order confirmations created by iba Austria deviates from the catalogue, brochures or other information provided by iba Austria or iba AG, those in the order confirmation are binding. iba Austria and iba AG reserve the right to make technical changes as well as changes in terms of material and design within reasonable limits.

(9) All customer orders require a written order confirmation from iba Austria which alone determines the scope of the supply and services and is the sole guarantee of characteristics. (10) iba Austria's agreement to the contract is contingent upon correct and timely deliveries from its suppliers. The customer shall be informed of the unavailability of the goods without undue delay.

(1) Prices specified by iba Austria in EURO apply to deliveries ex works in Fuerth / Germany including packaging plus the value-added tax applicable at the time. Shipment costs and any transport insurance required shall be at the expense of the customer.

(2) A flat rate administration fee of €100,00 shall be charged on any order which falls below the minimum order value of €200,00.

(3) All prices are quoted exclusive of the value-added tax valid at the time.

(4) If fixed prices or price obligations due to delivery dates have not been expressly confirmed, iba Austria reserves the right to make a corresponding price adjustment according to changes in currency exchange rates, fiscal charges, customs, freight costs and increases in raw materials, manufacturing costs and wages, which have occurred or have been introduced from the date of the order confirmation up to the date of delivery.

(1) Delivery ex works is agreed for goods, i.e., the risk of accidental damage to or accidental degradation of the goods passes over to the customer with the provision of the goods to the carrier or forwarding agent, but at the latest when the goods leave the warehouse, even if carriage paid delivery has been agreed.

(2) All supplies are made at the customer's costs and risk and without guarantee as to the cheapest form of shipment.

(3) Transport packaging and any other packaging will not be taken back by iba Austria. The customer undertakes to ensure disposal of the packaging at his own expense.

(4) Deliveries are made exclusively to Austria and Hungary.

(1) iba Austria reserves to itself the ownership of the goods supplied until all receivables arising from the business relationship with the customer have been received.

(2) The customer undertakes to handle the goods with care and to insure them. He shall inform iba Austria immediately of access by third parties to the goods, for instance in the event of distress proceedings, and of any damage to or destruction of the goods.

(3) In the event of the sale of the goods in a regular business transaction, the purchase price paid or the purchase price debt takes the place of the goods. The customer assigns at this point any receivables arising from a possible disposal to iba Austria. iba Austria accepts the assignment. The customer is empowered to collect these accounts receivable as long as he meets his payment obligations to iba Austria, does not default in payment and does not file for bankruptcy.

(4) If the goods are combined with articles not belonging to iba Austria, iba Austria acquires joint title in the new article to the ratio of the value of the goods supplied by iba Austria to the other articles. The same shall apply if the goods are mixed with, or integrated into articles not belonging to iba Austria.

(5) iba Austria undertakes to release collateral at the customer's request if the realizable value of the collateral exceeds the value of the debts being secured by more than 10 %.

(1) The terms of payment shall be defined in the individual order. Invoices shall be settled by transfer to one of iba Austria's bank accounts stated on the invoice.

(2) The customer only has the right to offset or right of retention if his counter-claims are confirmed by a non-appealable court decision, are not in dispute, or are acknowledged by iba Austria.

(1) Delivery dates given by iba Austria are non-binding guide dates, unless they have been expressly confirmed in writing by iba Austria as a binding delivery deadline. In order to comply with an agreed delivery period or date, iba Austria shall report the goods to the customer as ready for dispatch or hand them over to a transport company within this period or by the date at the latest. Agreed delivery times only begin to run after all details of the execution have been fully clarified. In addition, dates and deadlines for services only begin to run when the customer has undertaken all preparatory actions required for their execution and has fulfilled his obligations to cooperate. If the customer is in arrears with a service to be provided by him, the dates and deadlines are extended by the duration of this arrears. Compliance with any agreed delivery times presupposes the fulfilment of the contractual obligations by the customer.

(2) Any agreed delivery deadlines or dates are expressly reserved for events of force majeure. This includes, for example, strikes, lockouts, fires, natural events, transport interruptions, epidemics, pandemics, raw material and energy shortages, delivery blocks or delivery delays by suppliers or transport companies, as well as other unforeseen operational disruptions at iba Austria or its suppliers. The delivery delays resulting from the above-mentioned events release iba Austria from adherence to the confirmed delivery period or date. However, it does not entitle the customer to withdraw from the order placed with iba Austria or to refuse to accept the shipment. In all of these cases, the customer is not entitled to any claims for compensation of any kind against iba Austria.

(3) A precondition for compliance with the delivery schedule is further the fulfilment in good time by the customer of his accepted contractual obligations, in particular stating license numbers held for license extensions, making the agreed payments, and providing the agreed collateral, as necessary.

(4) Partial deliveries are permitted. Each partial delivery in a long-term supply contract is considered to be a separate transaction.

(5) In the event of a delay in acceptance of the delivery made available, the customer must pay any storage costs or demurrage to iba Austria. In these cases, the delivery is invoiced and is payable in accordance with the agreed conditions. The risk is transferred to the customer with the notification of readiness for dispatch.

(6) iba Austria is not obliged to deliver if the customer is in default of payment for other deliveries by iba Austria.

(1) Without a special agreement, iba Austria delivers materials / services in commercial quality and with customary properties. The customer has to reprimand any defects immediately, but at the latest within 3 working days, in the case of hidden defects that can only be recognized later within 9 months of receipt of the goods without delay, at the latest within 3 working days, for services within 1 week, with a precise description of the alleged defect to iba Austria in writing with loss of rights otherwise. Complaints about incomplete or incorrect delivery must be reported within the same period.

(2) The reversal of the burden of proof according to section 924 of the Austrian general civil code to the detriment of iba Austria is excluded. The existence of the defect at the time of delivery, the point in time at which the defect was discovered and the timeliness of the notification of defects must be proven by the customer.

(3) Where a defect has been established, iba Austria is permitted a supplementary performance in the form of a defect repair or to supply a new defect-free item or to provide a defect-free service, according to its wishes. The place of performance for the first case of repair or replacement delivery is Fuerth / Bavaria, Germany. In the event of repeated defects in the same product (incorrect rework), iba Austria can determine how and where the defect is to be remedied. Should the supplementary performance fail within a reasonable period, the customer is justified in requesting that the contract be rescinded or his obligations reduced, as long as the defect does not represent a merely trivial infringement of obligations; the contract cannot be rescinded in such a case.

(4) iba Austria is liable in accordance with the statutory provisions insofar as the customer asserts claims for damages also due to delay in delivery, which are based on intent or gross negligence, including intent or gross negligence on the part of representatives or vicarious agents of iba Austria. Insofar as iba Austria culpably breaches an essential contractual obligation or - if iba Austria does not breach any essential contractual obligation - insofar as iba Austria is not accused of an intentional breach of contract, the liability for damages is limited to the foreseeable, typically occurring damage.

(5) Liability arising from culpable mortal or bodily injury or health remains unaffected; this is also true for statutory liability under Austrian product liability law.

(6) The limitation period for claims for defects is regulated in the respective offer and the respective order confirmation; in the absence of such a regulation, the warranty period is 1 year from the transfer of risk.

(7) Otherwise iba Austria shall be liable in the event of delivery default for every completed week of default to a flat rate default compensation amounting to 3% of the value of the delivery, but to a maximum of no more than 15% of the value of the delivery. iba Austria and the customer reserve the right to demonstrate a lesser or higher loss.

(8) Any warranty is invalidated if the customer or a third party performs modifications or repairs of any kind on the goods supplied, or handles the goods incorrectly, or exposes the goods to harmful influences; unless the customer can demonstrate that, even if properly handled, or should the repair not have been performed, the defect would have occurred in the same way. All liability for damage as a result of the customer's design defects or operating errors is excluded.

(9) Wear parts which are worn out after a correct commissioning, such as in particular fuses, batteries, filter mats and other consumables, are excluded from liability.

(10) Liability going beyond that provided for above - whatever the legal nature of the claim made - is excluded. This is also particularly the case for any losses consequential on a defect, claims for compensation arising from culpa in contrahendo on grounds of other infringements of dues or on grounds of claims in tort for compensation for losses. The personal liability of iba Austria's staff, employees, workers, representatives or agents is also excluded or limited to the extent that the liability of iba Austria is limited or excluded.

(11) The customer is obliged to return the goods to iba Austria on request at his own expense. This is also particularly the case for defective goods which iba replaces with goods free from defects as part of a warranty action.

(1) iba Austria provides user documentation for the software products offered which defines the proper use of this software. iba Austria guarantees to customer compliance of the use in accordance with the contract with the user documentation valid at the time of dispatch.

(2) iba is authorized and obliged to provide supplementary performance in the event of significant deviations from the user documentation. The provisions of paragraph 11 further apply.

(3) The customer undertakes to make available to iba Austria verifiable documentation regarding the nature and occurrence of discrepancies in the software in respect of the user documentation and to collaborate in the detection of errors.

(4) iba Austria is not liable for recreation of or the loss of data which might be corrupted or lost in the use of software supplied by iba Austria or of storage media supplied by iba Austria, unless the customer gives the assurance on his part that all his data is backed up at all times - at the intervals necessary for the relevance of the data - in machine-readable form, so that it can be reconstructed with reasonable effort, unless iba Austria has caused its loss or corruption by gross negligence or malice.

iba Austria is not liable for losses, even if its products and systems have been used by the customer or third parties in the intended manner, in the event of:

(a) malfunction of its software products on PCs that are not iba AG products.
(b) incorrect estimates of the performance of its software products on PCs the use of which in a quite specific use case has not been agreed with iba Austria in writing.
(c) malfunction of its software products on PCs that are not running versions of Windows expressly approved by iba AG.
(d) malfunction of beta versions of its hardware and software products which have been provided to the customer transitionally or without time limitation at his request or after a corresponding agreement.
(e) malfunction of systems which have been created from a combination and/or mixture of iba AG products and products from other manufacturers.
(f) restricted function of its hardware and software products as a result of peripheral components from third parties which are required, but have not been supplied at all or not been supplied in good time.

(1) iba Austria is justified in rescinding the contract:

(a) if the customer is not credit-worthy. Lack of credit worthiness can be assumed without further process in a case of refusal of a check or bill of exchange or of an unsuccessful attempt to enforce a judgment on the customer, even in transactions in which iba Austria is not involved.
(b) should it be the case that the customer has given inaccurate information with regard to his credit worthiness and that this information is of critical significance.
(c) if goods under reservation of title are disposed of other than in the course of the customer's regular business, in particular by transfer by way of security or pledging.
(d) if the customer defaults in payment.
(e) if export laws have been infringed.

(2) The customer has the right to withdraw from the contract if the delivery or service subsequently becomes impossible for reasons for which iba Austria is responsible. In the event of the impossibility of fulfilling part of the contract, he has the right to withdraw in respect of those parts of the contractual performance the fulfilment of which has become impossible.

(3) Should withdrawal from the contract be associated with the loss of rights of use, the customer undertakes to give up the original and all copies and part copies, also modified copies of software programs associated with other program material, specifications and other documents protected by iba Austria's or iba AG’s copyright or to destroy such materials after prior agreement with iba Austria.

(4) The customer shall reimburse iba Austria for all expenditure, costs and other direct and indirect losses arising if the delivery or service subsequently becomes impossible for reasons for which the customer is responsible, or if the customer terminates this contract in the absence of a right to terminate or justification for termination.

The following terms apply for the software provided by iba Austria, unless a separate license agreement exists:

(1) iba Austria grants the customer a non-transferrable, non-exclusive right to use the software products acquired under the provisions of this contract.

(2) The software provided within the scope of the contractual relationship contains technical features intended to prevent unlicensed use. Use of the features of the software subject to licensing is only possible if the license key supplied with the software subject to licensing is activated in the associated license container (hardware key for USB interface or soft container bound to the hardware). For this purpose, the license container must be present on the PC. The license container must also not be removed during the use of the features requiring a license. The activation key is issued to the end user name specified in the order and is not transferrable.

(3) The customer does not have the right to the following actions:

(a) amendment, modification or other editing of the software provided by iba Austria, especially the modification or removal of trademarks, copyright and other IP protection notices
(b) decompiling, reverse engineering or the application of other methods to obtain the source code
(c) reproduction of the software for the purpose of passing it to third parties

(4) the customer only has the right to dispose of the software to an end user if the license key has already been issued in the name of the end user or has been changed to this name by iba Austria or iba AG.

(1) The customer shall take care to ensure that the documents given to him are used only for the purposes covered by the contract. The customer may only make use of these or other results of work in which iba Austria holds copyright within the scope of the rights of use granted to him in writing.

(2) The software assigned to the customer by iba Austria and any amendments or extensions to such software are protected by copyright law. iba Austria reserves to itself the rights to reproduction, publication, editing and exploitation associated with the copyright in the software. Any usage right going beyond a simple right of use shall be negotiated separately between iba Austria and the customer and defined in writing.

(3) iba Austria reserves all title and copyright in quotations, drawings and other documents; these may not be made available to third parties. The drawings and other documents attached to the quotation shall be returned to iba Austria on request without undue delay if the order is not placed.

(4) The documentation, such as illustrations, drawings and weight information on which the quotation by iba Austria is based have been drawn up with care, but are only approximately dimensioned and are not binding for the delivery unless they are expressly identified as being binding. The right to make improvements and amendments is reserved. The same is true for information relating to the suitability and nature of the services.

The customer undertakes not to pass to third parties without authorization the commercial and technical information he acquires during the course of the business relationship, even after the completion of the contractual relations, and to securely protect and preserve said information against access and misused by non-authorized persons. The customer is responsible for his employees, contractors and other agents also observing this obligation to the full.

(1) iba Austria supplies are provided subject to an export license from the competent authorities of the Republic of Austria or the competent authority in any other supplier country.

(2) Any onward delivery of products to third parties by the customer, with or without the knowledge of iba Austria, also requires the simultaneous transfer of export licenses. The customer is fully liable for any failure to comply with the relevant provisions.

(1) The law of the Republic of Austria applies exclusively and the referral standards are excluded. The provisions of the UN CISG shall not be applied.

(2) The head office of iba Austria (Linz in Austria) is agreed as the place of performance. All obligations arising from the contractual relationship are deemed to be liable for fulfilment at iba Austria's head office.

(3) The place of jurisdiction is exclusively the competent responsible court in 4020 Linz, Austria