General terms and conditions
Gewerbepark Strasse 3
Companies Register no. FN 96238b
District Court Wels
1. Scope and definition of terms
1.1. The scope of this Terms of Service includes all offers, transactions and other services of the NEOTECHA Ltd. Agreements that differ from these Terms of Service, need a written confirmation of NEOTECHA Ltd. otherwise they are not valid. Essential is a valid version at the point of time. Concerning contradictions from the basis of contract the following order is valid: possible special agreements, when confirmed written from NEOTECHA Ltd., Terms of Service from NEOTECHA Ltd. or optional legal standards. Eventual Terms of Service from the customers are contradicted with these words; these Terms of Service do not oblige the NEOTECHA Ltd. even if they are not contradicted once more at the time of contract closing. For continuous business conditions the Terms of Service from NEOTECHA Ltd. are valid for
future services, if they are not clearly agreed for the given situation.
1.2. For the purpose of this Terms of Service: “Client” is every contract and/or negotiation partner of NEOTECHA Ltd., independently if a order/contract is realized, “Performance/Output” is every (wheather material or immaterial) delivery of NEOTECHA Ltd., no matter which type, “Order” is the mandatory assumption of service provision from NEOTECHA Ltd. and “Order/Contract” is the accomplished legal transaction between NEOTECHA Ltd. and the client.
1.3. If individual determinations of the Terms of Service are or become void, all other determinations stay valid. Instead of the voice determination, a new determination is valid and that fits the voice determination closest in terms of content and purpose.
2. Order, Realization of the offer
2.1. Any and all offers (particularly in advertising and sales brochures) of NEOTECHA Ltd. are nonobligatory and without binding force and merely to be indicated as an incitement to contribute an offer. Agreements, orders, offers, assignments and changes that are done via telefax, by telephone or email, are only and insofar mandatory when they are explicitly confirmed by writing or when NEOTECHA Ltd. starts with the service provision. Silence does
not constitute acceptance.
2.2. If after contract closing should be any enhancements of costs, NEOTECHA Ltd. informs the client immediately. This is also valid concerning unavoidable (e.g. required by law) enhancements of costs or unavoidable enhancements due to market related price fluctuations, changes in the order or an additional order. For lack of an opposite agreement order changes or additional orders can be brought to account at reasonable prices; this is also valid for necessary possible operations, that are not part of the assignment, especially for creating conditions to start with the service provision.
3. Stated Measurements, Models, Account, intellectual property
3.1. All indications in offers concerning measurement, consumption rates and performance quantity are rendered in all conscience, but are roughly valid. Slight and justified changes are accepted by the client and do not count as a lack.
3.2. For lack of an opposite agreement the performance of NEOTECHA Ltd. are taking the invoiced measurements and the agreed prices as a basis.
3.3. Schemes, drafts, other types of technical documents, leaflets, catalogues, models and others are intellectual property of NEOTECHA Ltd. Every usage, especially the transfer of knowledge, replication and publication requires the approval of NEOTECHA Ltd.
4. Execution of delivery and performance
4.1. NEOTECHA Ltd. is qualified to deploy subcontractors. NEOTECHA Ltd. offers packaged free carrier (FCA, acc. Incoterms® 2010) Holzhausen.
4.2. Precondition for service provision is the prior clarification of all commercial and technical terms in an operative contract; previously the performance period does not start running. All costs (e.g. standing times for vehicles etc.) due to custom made delays are chargeable to the client.
4.3. In the event of default the customer is obliged to fix an appropriate grace period of at least four weeks for NEOTECHA Ltd. Not until after this unused new deadline, the customer is able to withdraw from the contract, in so far that NEOTECHA Ltd. does not start with the delivery of the goods within the set deadline, due to reasonable causes from the perspective of NEOTECHA Ltd. The setting of the grace period and the advice of cancellation have to be made written. All further interests due to the delay, especially damage claims are excluded, in so far that they are not due to gross negligence or malice.
4.4. Every unexpected and/or circumstance that cannot be represented by NEOTECHA Ltd. and every case of vis major where NEOTECHA Ltd. or its suppliers crimp, delay or render the the provision of service and/or the adherence of the deadline impossible (e.g. administrative measures, wars, strikes, breakdowns, transporting disorders, refusals of supply from suppliers side, lack of raw material, etc.) empower NEOTECHA Ltd. to withdraw the contract all in all or partly or to set the deadline backwards in an appropriate timeframe but at least as long as the disruption lasts. Therefore it is not possible to deduce compensation claims of whatsoever out of such circumstances against NEOTECHA Ltd.
5. Prices, accounting and payment, reservation of title
5.1. Prices are (euro) net prices without sales tax. Invoices are due within 30 days from the invoice date on, free of expense and without deduction by bank transfer, unless another date of payment is expressed on the invoice. After this time the client comes into arrears. During the default, the client has to pay interest on the debt in the height of 9,2 % about the base rate. NEOTECHA Ltd. reserve itself the right to prove and argue a higher damage of the default interests.
5.2. Payment instructions and cheques are only valid by special arrangements and only on the account of payment; expenses in that respect are placed to be the debit of the client.
5.3. If NEOTECHA Ltd. gets out any circumstances that let arise any doubts concerning the solvency or the willingness to pay after contract closing and if the client does not meet wanted prepayments or an appropriate bailout (to the choice of NEOTECHA Ltd.), NEOTECHA Ltd. is entitled to withhold services at its own choice or to withdraw the contract all in all or partly without absorption of any oncosts and claim damages concerning nonperformance. Delivery dates become rid of bindingness after the fact of doubt concerning the client`s solvency or willingness to pay got to know.
5.4. The client is pending point 6.9 unauthorized to argue the right of retention or the right to withhold performance or to come up with counterclaims, unless it is about claims that have been admitted by writing from NEOTECHA Ltd. or about claims that have been determined by a valid final court judgement.
5.5. The products/goods supplied by NEOTECHA Ltd. remain the sole property of NEOTECHA Ltd. until the fulfillment of every claim from NEOTECHA Ltd. to the customer, especially until every payment have been fulfilled (title retention), even then some parts have already been paid. A pledge or chattel mortgage of goods subject to retention of title is unauthorized. If the client gets in default with its financial obligation all in all or partly, an overextension or insolvency is there or if a insolvency or reorganization proceedings is pending on the customer’s capital, NEOTECHA Ltd. is entitled but not committed to take on any and all goods that are subject to retention and assert any other rights of the retention of title; the same is valid in all cases cited in 5.3..
6. Liability (warranty, indemnity)
6.1. Insofar as (especially in this trade terms) no opposite agreements particularly in written are made, the official warranty determinations are valid.
6.2. Guaranteed features in the sense of § 922 (1) General Civil Code are only those, that are explicitly marked and promised by NEOTECHA Ltd. Goods and product recommendations from NEOTECHA Ltd. as well as product descriptions and product models of NEOTECHA Ltd. (or from a third manufacturer) are not valid as an explicitly guaranteed feature.
6.3. The warranty period is one year. The course of the warranty period starts with the actual delivery of the goods or – in case of a delay of acceptance – with the announcement of the willingness to hand over on behalf of NEOTECHA Ltd.; In case of partial inspections or handovers the same applies. Corrective actions or attempted improvements do not lengthen the warranty period.
6.4. Deficiencies must be announced and proved immediately by no later than fourteen days after the occurrence within the warranty period with announcement of type and scope of the deficiency in written (claim). Concerning this it is up to the client to exhibit all data and documents. If a claim is raised too late or not at all, the service is in accordance with the contract. In this case the client loses all charges, especially those within the title of warranty and indemnity.
6.5. The client has to aver that the deficiency has already existed at the handover. The application of §§ 924, 933b General Civil Code is excluded. 6.6. Claims are only considered if the service is in the state of handover and arrives by no later than seven workdays in written. For damages attributed to inappropriate handlings or normal wastage no liability is assumed. Hidden defects can only be argued within an appropriate period depending on the kind of service. NEOTECHA Ltd. must be informed
immediately and in written, arriving at the latest within fourteen workdays.
6.7. In case of justified claims in time, it is up to NEOTECHA Ltd. to fulfill substitution or improvement. Subject to the provisions of law NEOTECHA Ltd. reserves the right to fulfill the warranty claim at its own choice by improvement, substitution or price reduction. For improvement or substitution the client has to grant an appropriate time frame and opportunity. If the client refuses or shortens these, NEOTECHA Ltd. is exempt of warranty or removal of defects.
6.8. Complains which concern the quality of the goods already in the offer or before ordering must be announced to the customer– with other lost of all rights – before signing the contract.
6.9. In case of a valid warranty the client is only entitled to retain the amount that is necessary for the improvement, but not the whole invoice amount.
6.10. Subject to the other provisions of this Terms of Service as well as beyond the scope of the product liability, the liability for damage of NEOTECHA Ltd. and also for the assistants of NEOTECHA Ltd. is restricted to malice or gross negligence for damages that arise in course of the contractual performance. The liability for slight negligence, the compensation of consequential damage and actual loss, not scored savings, loss of interests and damage of third party claims against the client are excluded. In all cases of NEOTECHA Ltd.’s liability (also according to the other provisions of this Terms of Service), the client has to prove the triggering liability of NEOTECHA Ltd. The claim of damages lapse within six months from knowledge of the damage and tortfeasor, but anyway within three years off performance of services. Other claims for compensation on behalf of the client of whatever kind – excluding gross fault – are excluded.
7. Applicable law, place of fulfillment and legal domicile
7.1. On any and all orders, especially on those that underlie these Terms of Service, exclusively the Austrian substantive law must be applied, excluding its conflict of law rules, as far as they refer to foreign law. If the Austrian law provides the application of special international standards that are also valid in Austria, in case of international contact – as for example the received UN sales law – these are not applicable.
7.2. The Place of fulfillment for any and all services is the client’s place of business. The place of fulfillment for payments is NEOTECHA Ltd.’s company headquarters in 4615 Holzhausen.
7.3. As legal domicile for any and all resulting disputes from or in connection with the order the relevant court for Wels is agreed – also in exchange and cheque processes. NEOTECHA Ltd. reserves the right to litigate on any other legal domicile, especially to those at the customer’s location