TERMS AND CONDITIONS OF SALE AND DELIVERY
All deliveries, services and quotations of DocVision Trading GmbH (hereinafter referred to as „DocVision“) are exclusively subject to these Terms and Conditions. Any terms and conditions of our contractual partner (hereinafter also referred to as “Customer”) conflicting with or differing from these Terms and Conditions only apply if explicitly accepted by DocVision; in particular, any action taken by us to perform the contract shall not be considered as acceptance of contractual terms differing from our Terms and Conditions.
2 OFFERS AND CONCLUSION OF CONTRACT
All figures, drawings, plans, material, weight, and measure specifications as well as price quotations etc. included in offers, advertising materials and other documents of DocVision are not binding, unless they have been explicitly agreed upon in writing to form part of the contract. Offers for a contract from a Customer must be confirmed by us in writing and do not become binding on us before we have dispatched the goods ordered by the Customer.
All prices quoted by DocVision are ex works and, unless stipulated otherwise, exclusive of value-added tax. The price includes simple, commercial packaging of the goods; special packaging, loading, transport and transport insurance etc. shall be borne by the Customer. DocVision shall be entitled to adjust the price if between conclusion of the contract and delivery of the goods at least 3 months have passed and relevant price components (in particular commodity prices and transport costs) have changed significantly. DocVision shall also be entitled to adjust the price if after conclusion of contract the Customer requests changes in the delivery date, the quantity or the quality of the goods ordered.
4 TERMS OF PAYMENT
All payments shall be made immediately after receipt of invoice and are not considered as made in full discharge of debt before the respective sums have been received on DocVision’s business account. Discounts are subject to a separate agreement. If the Customer defaults on payment, he shall pay default interest of 12/100 per year and reimburse DocVision for any reminder fees and collection costs, no matter whether incurred externally or internally. Furthermore, if the Customer defaults on payment or if insolvency proceedings are opened over the Customer’s assets, DocVision reserves the right to withhold, at its own discretion and irrespective of any fault on the part of the Customer, deliveries or services until the agreed payment has been made, to withdraw from the contract with respect to the parts of the contract not yet fulfilled, or, optionally, to demand
cash payment (payment in advance) or appropriate partial or full security for the goods to be delivered without being obliged to grant the Customer additional time for performance. All other rights of DocVision shall remain unaffected thereby.
5 DELIVERIES, PERFORMANCE, RISK
Unless explicitly agreed upon otherwise, all deliveries of DocVision shall be made ex works (5020 Salzburg, Austria) in accordance with Incoterms 2010. DocVision shall be entitled to perform and invoice partial and early deliveries. Delivery and performance periods set out in the
contract are not binding and may be exceeded by DocVision by up to 10 working days, unless their binding nature has been explicitly agreed upon in writing. The Customer may not withdraw from the contract before expiry of the above period and before having granted a reasonable period of grace of at least 14 days. The Customer may withdraw from the contract with respect to partial deliveries already made only if he cannot make
appropriate use of the goods delivered; the Customer shall return goods already delivered and goods of which he cannot make appropriate use to DocVision at the Customer’s cost.
6 RESERVATION OF TITLE
All goods are delivered by us with reservation of title and shall remain the property of DocVision until full payment of the purchase price. The Customer may resell the goods only with the express agreement of DocVision. The Customer undertakes to assign his claims against third parties arising therefrom to DocVision. Recourse to reservation of title by us shall be considered as rescission of the contract only if we explicitly declare to rescind it. If goods are returned to DocVision, DocVision shall be entitled to charge the shipment and handling costs incurred. If third parties make claims to the reserved goods – in particular by pledging them – the Customer shall inform these third parties about our ownership of the goods and immediately notify DocVision thereof. The Customer shall bear the full risk for the reserved goods, in particular for the risk of destruction, loss or deterioration of the goods.
7 WARRANTY, OBLIGATION OF INSPECTION AND NOTIFICATION
The condition of the goods when the risk passes to the Customer is decisive. The Customer shall inspect the goods immediately after receipt and raise any complaints in writing without delay, i.e. not later than within 10 working days of delivery, specifying the alleged defect, failing which the goods shall be deemed accepted. In the case of hidden defects, the complaint shall be raised within 10 working days of their discovery. Any warranty claim must always be proven by the Customer who shall bear all costs arising from unjustified complaints or complaints not raised in a timely manner. Apart from any mandatory legal provisions on the type of warranty, DocVision reserves the right to fulfil any warranty claim at its discretion either by repairing or replacing the defective product or by granting the Customer a price reduction. The warranty period is 6 months and starts to run at the time the risk passes to the Customer. The warranty period is not extended, neither for the main delivery nor for new parts, by repair or acknowledgement of defects; the same applies to the replacement of new parts in the main delivery. The warranty obligation shall expire not later than on the date the warranty period expires; claims for redress arising from claims raised by customers against the Customer are excluded. If the Customer changes or processes the goods purchased after delivery without the prior written approval of DocVision, any warranty obligation of DocVision shall expire. No warranty is given in respect of special items sold at discount prices.
The Customer shall be entitled for the term of the business relationship to exploit the brand DocVision and the product design for advertising and marketing purposes. Any promotional activity undertaken by the Customer must be notified beforehand to DocVision and may be taken only if DocVision has not objected to it within 14 days. The Customer shall be liable for the admissibility of the promotional activity and fully indemnify and hold DocVision harmless in this respect. If promotional activities are undertaken by the Customer in violation of the contract or the law, DocVision may withdraw this right from the Customer with immediate effect. All rights to the products, the brand and/or the packaging shall always remain with DocVision.
9 RIGHT TO EXCHANGE
If the Customer was granted the right to exchange goods delivered, this right to exchange shall apply only to sold merchandise, but not to processed goods or goods manufactured upon the Customer’s request. This right to exchange shall furthermore be excluded if the goods are (slightly) damaged,
show signs of use or cannot be resold as new for other reasons. If the Customer exercises a right to exchange granted to him, he shall be entitled to exchange the goods for other goods, but not to repayment of the purchase price.
Except for personal injury, DocVision’s liability for damages shall be limited to cases where DocVision has acted with intent or gross negligence. The burden of proof regarding any such intentional or gross negligent act is on the Customer. To the extent permitted by law, any
compensation for pure economic losses, indirect damages and losses and/or consequential damages of any kind as well as lost profit shall be excluded. DocVision’s liability shall be generally limited to typically foreseeable damage and to the value of the (partial) delivery. Claims for damages shall become time-barred six months after the Customer has become aware of the damage and the party liable, not later however than two years after the risk has passed to the Customer. If goods ordered are manufactured according to the Customer’s specifications or packaging designs, DocVision’s liability shall not extend to the correctness of the specifications, but only to the manufacturing of the goods according to the Customer’s specifications. The Customer shall indemnify and hold DocVision harmless against any violation of intellectual property rights of third parties.
11 PRODUCT LIABILITY
Any claims for redress that Customers or third parties may raise against DocVision under the title “Product Liability” for the purposes of the PHG (Product Liability Act) shall be excluded, unless the party claiming such redress proves that the defect was caused in the sphere of influence of DocVision and at least with gross negligence.
12 GOVERNING LAW AND JURISDICTION
This contract shall be governed by Austrian law. Salzburg shall be the place of jurisdiction for Customers based within the European Union or in an EFTA State. All disputes arising from or in connection with contracts with Customers based outside the European Union or an EFTA State shall be finally settled in accordance with the rules of arbitration of the International Chamber of Commerce by one or more arbitrators appointed pursuant to these rules. Salzburg shall be the place or arbitration. In both cases, however, DocVision reserves the right to bring proceedings against the Customer also in any ordinary court having jurisdiction over the Customer.
The Customer shall be entitled to set off claims he may have against DocVision against claims of DocVision against the Customer only if such claims have been legally established or left undisputed by DocVision. The Customer may withhold payments only with respect to a reasonable partial amount, even if complaints raised by him are justified. DocVision shall be entitled to store, transmit, process and delete personal data of the Customer within the normal course of business.
If a provision of these Terms and Conditions is or becomes invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision that comes closest to the economic purpose of the invalid provision. The same shall apply in the event of any gaps in these Terms and Conditions or the contract.
as of April 2014