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General Terms and Conditions

As of: 01.01.2015
The basis of the GTC are the contractual foundations according to AVB-IT, latest published status of the respective service country. 

§1 Umfang und Gültigkeit§2 Lieferung§3 Preise/Entgelte§4 Liefertermine§5 Zahlung§6 Urheber-, Lizenz- und Nutzungsrechte§7 Rücktrittsrecht§8 Abnahme, Gewährleistung, Wartung§9 Haftung§10 Loyalität§11 Datenschutz, Geheimhaltung§12 Sonstiges§13 Zusatzvereinbarungen§14 Schlussbestimmungen

§1 Scope and Validity

All orders and agreements are only legally binding if they are confirmed in writing by DABIS and are only binding to the extent specified in the order confirmation. The purchasing conditions of the client are excluded unless they are expressly agreed in writing by both DABIS and the client for the specific legal transaction. Offers are generally non-binding and subject to change. These contractual conditions are an integral part of an attached offer, report, or fee.

§2 Delivery

(2.1) Delivery is made at the expense and risk of the client, unless the client pays a separately charged transport and insurance cost contribution for delivery free of charge.

(2.2) Partial deliveries are possible.

(2.3) The conditions mentioned in §3 apply to packaging.

(2.4) The client must report transport damages immediately after receiving the goods to the carrier and to DABIS in writing.

(2.5) If the client is in default, particularly in the case of hardware installation for software orders according to Appendix 2, the goods are considered delivered as of the agreed delivery date. The storage of the goods at DABIS is carried out at the risk and expense of the client in this case.

(2.6) The place of performance for delivery and payment is the respective business location of DABIS.

(2.7) If it becomes apparent during the course of individual orders or orders not concerning commercial goods that the execution of the order is technically or legally impossible, DABIS is obliged to inform the client immediately. In such a case, both contracting parties are entitled to withdraw from the order. The expenses and costs incurred at DABIS up to that point are to be reimbursed by the client.

(2.8) DABIS commits to delivering the latest valid version of the respective software module for software orders, unless otherwise agreed in Appendix 1.

(2.9) DABIS reserves the right to provide a temporary solution in the event of foreseeable delivery delays of software modules according to Appendix 3, if this is possible with reasonable effort and if the client cannot perform urgent and primary tasks due to the delivery delay.

§3 Prices/Fees

(3.1) The prices mentioned are inclusive of packaging but exclusive of value-added tax, customs duties, and other charges prescribed in the recipient country, which will be billed separately to the client or paid directly by the client. Special provisions apply to deliveries and services within the EU - European Community.

(3.2) DABIS is entitled to charge the prices valid on the day of delivery. If the invoice price increases by more than seven percent compared to the agreed price, the client has the right to withdraw from the contract, excluding any further claims, particularly claims for damages. If the currency parity of the recipient country changes by more than three percent compared to the currencies of the main supplying countries, DABIS is entitled to fully pass on the change to the client, whereby the right of withdrawal is excluded in this case.

(3.3) For programs and software, except for commercial goods, the costs for program carriers (magnetic tapes, disks, etc.) as well as any contractual fees will be charged separately.

(3.4) The costs for travel, daily allowances, and any additional expenses will be charged separately after prior agreement with the client. Travel times are considered working hours.

§4 Delivery Dates

(4.1) DABIS strives to adhere as closely as possible to the delivery dates agreed upon in Appendix 3. If the specified delivery date is exceeded by more than 30 days, the client is entitled to withdraw from the contract after setting a further reasonable grace period by registered letter. DABIS may also withdraw from the contract if delivery becomes impossible due to force majeure, labor disputes, or other unforeseeable and unavoidable obstacles not anticipated by DABIS, such as transport interruptions or production stoppages. In both cases, DABIS is only obligated to refund received deposits without interest. Further claims, particularly claims for damages, are excluded.

(4.2) In the context of service and/or software contracts, the targeted fulfillment dates can only be met if the client provides all necessary documents and information in full by the dates specified by DABIS. Delivery delays and cost increases resulting from incorrect, incomplete, or subsequently modified information or provided documents are not the responsibility of DABIS and cannot lead to delays on the part of DABIS. The client bears any resulting additional costs.

(4.3) In contracts that include multiple units or programs, DABIS is entitled to make partial deliveries and issue partial invoices.

§5 Payment

(5.1) Invoices issued by DABIS are payable promptly upon receipt without any deductions and free of charge, including any applicable value-added tax, customs duties, and other charges. The payment terms established for the overall contract apply analogously to partial invoices.

(5.2) In contracts that include multiple units or programs, DABIS is entitled to issue invoices after each individual partial delivery or partial service.

(5.3) Failure to comply with the agreed payment dates entitles DABIS to withdraw from any further delivery obligations. In the event of payment default, default interest will be charged at the usual bank rate. If partial payments are agreed upon, default on two installments results in the loss of the deadline. Submitted acceptances will be due immediately.

(5.4) The client is not entitled to withhold payments due to incomplete delivery, warranty or guarantee claims, or complaints.

§6 Copyright, License, and Usage Rights

(6.1) For commercial goods and third-party software, the copyright, license, and usage rights established and provided by the manufacturer of the respective product apply.

(6.2) In the area of DABIS products as well as in the context of factory orders, the client, their employees, and any third parties they may engage are obliged, without written consent from DABIS, to refrain from passing on organizational developments, programs, program descriptions, etc., as well as information about them to unauthorized third parties, whether for a fee or free of charge. Given that the created programs and organizational services are intellectual property of DABIS, their use, even after payment of invoices, is only permitted for the client's own purposes and within the agreed scope on the contractually specified hardware.

(6.3) The client ensures that the agreed number of simultaneous usage licenses is not exceeded; DABIS agrees to provide the client with additional usage licenses at any time for the usage fees specified in Appendix \05.

(6.4) The client ensures that the use of the software and software modules occurs exclusively within the agreed scope and that they are not made available to third parties for use, either in whole or in part.

(6.5) Any transfer, including possibly the short-term provision for the production of reproductions, even in the context of the dissolution of a business or bankruptcy, will result in claims for damages, whereby full compensation must be provided in such cases.

(6.6) The client agrees that the programs commissioned by them will be included in the program library of DABIS for general use by the sales organization of DABIS in exchange for the fact that their programs could be developed more economically and cost-effectively through the use of other experiences and documents than would have been the case without the use of such aids. The software will be provided as a one-time license for use.

(6.7) The source codes of the programs will be deposited in a safe deposit box of DABIS. In the event of DABIS ceasing operations without a legal successor, the licensee will have the right to purchase the source code at double the price of the agreed licensing rights plus interest based on the wage index II for employees (Index base 1986) and to have the application software expanded or modified for the contractually agreed use by themselves or by third parties. In the case of a business takeover, the legal successor of DABIS assumes all obligations incurred.

§7 Right of Withdrawal

(7.1) In the event of exceeding an agreed delivery time due solely to the fault of DABIS, the client is entitled to withdraw from the relevant order by registered letter if the service is not provided in a significant respect within the reasonable grace period without the fault of the client.

(7.2) Force majeure, labor disputes, natural disasters, and transport blockades release DABIS from the delivery obligation or allow for an analogous extension of the agreed delivery period. In the event of withdrawal, DABIS is obliged to refund received deposits without interest.

(7.3) Cancellations are only possible by mutual written agreement. DABIS is then entitled to charge a cancellation fee for services rendered and incurred costs.

§8 Acceptance, Warranty, Maintenance

(8.1) The client is obligated to immediately check the agreed service for accuracy and completeness upon receipt and to conduct a test run on the agreed hardware for delivered programs.

(8.2) DABIS undertakes, if agreed in Appendix 1, to carry out the acceptance of software modules and functionalities together with the client, to implement the parameterizations ordered by the client on the software modules, and to answer any arising questions to the best of its knowledge and belief.

(8.3) Complaints about defects are only valid if they are made in writing within one month after receipt of the agreed service. In the case of justified complaints about defects, these defects will be remedied within a reasonable period, whereby the client must enable DABIS to take all necessary measures for investigation and remedying the defects. Any defects that occur, which are deviations from the approved service description, must be sufficiently documented by the client and reported to DABIS in writing, which will strive for the quickest possible remedy of the defects.

(8.4) If there are significant defects reported in writing, i.e., that the client's live operation cannot be started or continued in whole or in part, a new acceptance of the service, software, and any commercial goods in whole or in part is required after the defects have been remedied.

(8.5) The client is not entitled to refuse acceptance of a service, software, or any commercial goods due to insignificant defects, particularly in the case of not utilizing corresponding training or education proposals from DABIS.

(8.6) The client commits to reviewing and providing written confirmation of the accepted service, software, and/or commercial goods within four weeks. If the client allows this period to pass without full acceptance, the service, software, and commercial goods are considered accepted.

(8.7) Corrections and additions that prove necessary due to organizational and programming deficiencies attributable to DABIS until the handover of the agreed services will be carried out free of charge by DABIS.

(8.8) Other corrections, changes, and additions will only be carried out by DABIS for a fee. This also applies to the rectification of defects if program changes, additions, or other interventions have been made by the client themselves or by a third party.

(8.9) Furthermore, DABIS assumes no liability for errors, disruptions, or damages resulting from improper operation, use of unsuitable organizational tools and data carriers, as far as such are required, abnormal operating conditions (especially deviations from installation, power supply, storage conditions, etc.), as well as transport damages.

(8.10) For programs that are subsequently modified by the client's own programmers or third parties, any warranty from DABIS is void.

§9 Liability

(9.1) DABIS is only liable for damages caused by gross negligence or intent on the part of DABIS or one of its agents, and only up to the maximum amount of the contract value. Liability for consequential and property damages, unachieved savings, loss of interest, and damages from third-party claims against DABIS is excluded.

(9.2) DABIS agrees to indemnify the client against all losses, liability claims, and costs arising from arbitration and court proceedings, including court and attorney fees, that result from claims based on software and/or other materials provided by DABIS under this agreement and used by the client, which infringe patent and/or copyright rights. DABIS is then entitled, at its own discretion and at its own expense, to either modify the delivered software or materials so that they no longer infringe third-party rights or to obtain the necessary licenses for the client to ensure the operation of the agreed software.

(9.3) The client agrees to indemnify DABIS against all losses, liability claims, and costs arising from arbitration and court proceedings, including court and attorney fees, that may result from claims against DABIS arising from the use of software products and/or software modules from third parties that could have been avoided by the exclusive use of software products created or supplied by DABIS.

§10 Loyalty

The contracting parties commit to mutual loyalty. They will refrain from soliciting or employing, even through third parties, employees who have worked on the realization of the orders of the other contracting party during the duration of the contract and for twelve months after the termination of the contract. The contracting party in violation of this obligation is required to pay compensation equal to one year's salary of the employee.

§11 Data Protection, Confidentiality

The client as well as DABIS commit to comply with the provisions of the Austrian Data Protection Act 2000 – DSG, BGBl. I 1999/165 as amended, as well as any other applicable regulations (for cross-border orders of any kind) and to maintain strict confidentiality forever regarding all matters learned directly or indirectly about the contracting party during their joint activities.

§12 Miscellaneous

Should individual provisions of this contract be or become ineffective, the content of this contract shall not be affected. The contracting parties will cooperate to find a solution that comes as close as possible to the ineffective provisions.

§13 Additional Agreements

Additional agreements, particularly software usage, maintenance, and support contracts, may supplement or revoke individual provisions of these terms and conditions. The respective agreements of the signed additional contracts shall then apply. Oral side agreements are excluded. Changes or additions to this contract require written form and the consent of both contracting parties. DABIS reserves the right to transfer the rights from this contract in whole or in part to third parties.

§14 Final Provisions

Unless otherwise agreed, the statutory provisions applicable between merchants shall apply. The provisions of the UNCITRAL Convention on Contracts for the International Sale of Goods are expressly excluded. For disputes, the local jurisdiction of the competent court at the respective business location of DABIS is agreed upon. For the Austrian legal framework, the recommendations of the Austrian Federal Chancellery for the licensing of software and software contracts (AVB-IT) will be used as a basis for software contracts, unless supplemented and/or amended by provisions of this contract. Similarly, existing regulations in the respective delivery country apply. Disputes that cannot be settled amicably may be resolved through arbitration proceedings before the International Chamber of Commerce in accordance with the applicable arbitration rules there, or by one or more arbitrators jointly appointed by both contracting parties according to the aforementioned arbitration rules. The seat of the International Chamber of Commerce is Paris, France. For sales to consumers within the meaning of the Consumer Protection Act, the above provisions apply only to the extent that the Consumer Protection Act does not mandate otherwise.