The following Terms and Conditions apply to all offers, contracts, deliveries and services as well as any and all legal relationships between NETAVIS Software GmbH and other parties.
In individual cases, deviations from these Terms and Conditions can be agreed to; however, such deviations must be in writing and require the official company signatures of both contracting parties.
The Terms and Conditions of the customer or client are not automatically recognized and have no validity, even in the event that our conditions do not explicitly contradict such.
Offers and Contracts
Our offers and price lists are nonbinding and so do not serve as assurance of attributes. Orders are accepted in written or facsimile form and require our written confirmation. Thus a contract for purchase takes effect only upon our confirmation of an order. A bill can also directly substitute for an order confirmation.
If NETAVIS Software is awarded a contract to create an individual software solution (that is not covered by NETAVIS standard functionality), then this necessitates a Requirements Definition signed by both parties to serve as the basis for development work. The responsibility for the completeness of this Requirements Definition rests with the customer.
NETAVIS Software GmbH reserves the right to modify specifications and/or the functionality of its product on the basis of technical progress in general; no rights of any kind shall be derived against NETAVIS Software GmbH as a result of such modifications. Specifications from descriptions, specification sheets, presentations or other documentation serve only to describe NETAVIS Software products and services, even if they are submitted along with offers or order confirmations.
In the event of nonfulfillment of the contract on the part of the customer, NETAVIS Software GmbH can bill the customer for 25% of the total value of the contract as a cancellation fee.
All retail prices are net prices in € and are ex works Vienna exclusive of value-added (sales) tax or any other applicable charges (customs, etc.). Packing and shipping are billed separately based on actual costs.
Bills from NETAVIS Software GmbH are payable in full on receipt. Any deficiencies in a business transaction do not entitle the customer to refrain from paying open, due bills or to make deductions from such. If matters come to the attention of NETAVIS Software GmbH after the signing of the contract that diminish the creditworthiness of the customer, then all open claims fall due for payment immediately. In such a case NETAVIS Software GmbH is entitled to make deliveries only upon prepayment or provision of corresponding securities.
If a payment is not made within three days after receipt of a bill from NETAVIS Software GmbH, this entitles NETAVIS to terminate the contract or to demand damages due to nonfulfillment. If the customer delays payment, NETAVIS Software GmbH is entitled to add late charges in the form of interest from the due date to the date of actual payment. Such late charges can be up to 5% p.a. over the corresponding discount rate of the Austrian National Bank.
Delivery Conditions and Deadlines
All delivery deadlines on the part of NETAVIS Software GmbH are nonbinding and subject to the restriction that NETAVIS receives deliveries on time. Deadlines are set based on the day when all technical and commercial details of a contract have been clarified in writing. Partial deliveries are possible.
In the event of delays on the part of the customer, any specified delivery deadlines are extended, without restricting the rights of NETAVIS Software GmbH, by at least the time period that the customer is late.
If NETAVIS Software GmbH is late with deliveries, then the customer must first set an appropriate new deadline. If NETAVIS Software GmbH fails to react to notification of delay, then the customer has the right to terminate the contract. In the case of a force majeur or other unforeseen, extraordinary events, the deadline for NETAVIS Software GmbH extends by the duration of such events. If the fulfillment of a contract becomes unreasonable or impossible due to such events, then NETAVIS Software GmbH is thereby released from the duty of such fulfillment.
Shipping and Assumption of Liability
Delivery occurs at the expense and risk of the customer to the address specified by the customer. The transfer of risk to the customer occurs with the handover to the first transport firm.
If shipment is delayed or prevented due to the fault of the transport firm or the customer, then the transfer of risk occurs with written notification of a willingness on the part of NETAVIS Software GmbH to deliver to the customer.
Retention of Ownership
All delivered products and software licenses remain the property of NETAVIS Software GmbH until the customer has made full payment. If at the time of delivery payments are still open from other business transactions with the customer, then NETAVIS Software GmbH retains the right to withhold delivery without further consequences for NETAVIS Software GmbH until the customer has paid all open claims.
In the event of any breach of contract on the part of the customer, especially in the case of late payment, NETAVIS Software GmbH is entitled to demand the return of the contract object and the customer is obliged to honor such demand.
Deficiencies and Warranty
After receiving the contracted object, the customer is obliged to carefully check the object. Obvious deficiencies are to be reported in writing immediately, yet at the latest 10 days after delivery; in lieu of such a deficiency report, the contracted object shall be deemed to be free of obvious deficiencies. For deliveries to resellers, a report of not obvious deficiencies must be sub-mitted in writing within 14 calendar days after discovery of such deficiencies. This is a cut-off period. Warranty claims apply only if the contracted objects are returned to NETAVIS Software GmbH in their original packaging.
NETAVIS Software GmbH disclaims all warranties on modified, processed or further developed contract objects, as well as such objects that have obviously been improperly handled. Likewise NETAVIS Software GmbH disclaims all warranties on contract objects that have been partially or completely damaged through improper operation, wrong connection, or usage, installation or setup contrary to the specifications.
For business transactions with end users, the conditions prescribed by law for warranty apply. If the customer is a reseller and if no other agreement has been made, then NETAVIS Software GmbH's warranty on the contract object is 6 months from the date of delivery. The arrangements on presumption in accordance with §924 ABGB (section 924 of the General Civil Code of Austria) and the right of recourse in accordance with §933 ABGB in the case of contracts between businesspersons are explicitly excluded.
NETAVIS Software GmbH will not be liable for damage claims of any kind, in particular for indirect damages that do not occur on the contract object itself, in particular outside the warranty scope and period. The only exception would be if intent or extreme negligence on the part of NETAVIS Software GmbH could be proven. NETAVIS Software GmbH explicitly excludes any damage claims for loss of capital or interest, personnel and costs of outside services, stoppage of production, down times, and replacement equipment, that result from damaged product, breakdowns or improper functioning of the software, delays in deliveries or purchase of replacement parts.
Liability under product liability law is not affected. All other claims against NETAVIS Software GmbH are subject to a statute of limitations of at most 6 months after the customer receives the contract object.
Special Conditions for NETAVIS
For NETAVIS standard packages, with the purchase of NETAVIS licenses from NETAVIS Software GmbH or from a dealer or system integrator authorized by us, the customer acquires the exclusive and absolutely nontransferable right of usage of the NETAVIS licenses on a single, precisely specified NETAVIS system.
The customer acquires this right of usage by means of a license key that is computed from the number of cameras and users in the system as well as the server hardware on which NETAVIS is installed. This license key is given to the customer by NETAVIS Software GmbH when the customer first puts his system into operation and transfers the product code generated thereby per e-mail or fax to NETAVIS Software GmbH. In individual cases the purchase of special software of functionality is possible if a unique tailored solution is developed for the customer at his request. In this case NETAVIS Software GmbH can transfer all rights to this solution to the customer.
The exclusive court of jurisdiction is agreed to be the Court of Arbitration in Vienna. Inasfar as no other terms and conditions have been specified above, the "Allgemeinen Lieferbedingungen der Elektro- und Elektronikindustrie Österreichs (Terms and Conditions for Deliveries in the Electrical and Electronic Industry of Austria)", published by the Fachhandel der Elektroindustrie Österreichs (Retail Branch of the Electrical Industry of Austria), applies in its current edition.
If any of these Terms and Conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. Invalid, void or unenforceable conditions are to be replaced by conditions that as nearly as possible achieve the intended economic purpose.