1.1.     The present General Terms and Conditions of Business ("GTC") as amended from time to time, shall apply to all offers, contractual relationships, deliveries and services of Busatis GmbH, FN 98943 f, Busatisstraße 15, A-3251 Purgstall ("Busatis"). The GTC shall also apply to all future deliveries and services provided by Busatis to the contractual partner (the "Customer"), without the need to refer to them explicitly in each individual case.

 

1.2.     Deviating, contradictory or additional contractual terms and conditions, in particular general terms and conditions or purchasing conditions of the Customer, shall not apply to deliveries and services of Busatis. They are rejected and shall not apply even if Busatis has knowledge of them, even if Busatis does not object to their application in individual cases, particularly in the event of contractual performance or acceptance of contractual performance.

 

1.3.     The provisions set out in these GTC shall apply between the parties, unless otherwise agreed in writing in individual cases.

 

1.4.     Amendments and additions to these GTC must be agreed in writing in order to be legally binding. Any deviations from this written form requirement must also be agreed in writing.

 

2.       Conclusion of contract / Orders from the Customer / Offers of Busatis

 

2.1.     Offers by Busatis are subject to change.

 

2.2.     Any order placed by the Customer constitutes a binding offer to Busatis to conclude a contract. A confirmation of receipt by Busatis shall only constitute a binding acceptance of the offer if Busatis expressly declares such acceptance.

 

2.3.     The Customer is bound to an order for a period of two weeks.

 

2.4.     The conclusion of a contract in any case requires a written acceptance of the Customer's order by Busatis. In the event that the written acceptance deviates from the Customer's order, the order shall be concluded with the content of the written acceptance unless the Customer objects in writing within one week.

 

2.5.     An order only includes the services expressly specified in the Customer's order and in the acceptance by Busatis. Busatis shall not be obligated to provide any ancillary, auxiliary, or supplementary deliveries and services unless they have been expressly declared as part of the performance.

 

2.6.     Busatis is not obligated to examine samples, drawings or descriptions on which the Customer bases an order for correctness and suitability beyond the legal requirements.

 

3.       Place of performance / Delivery / Default of delivery and acceptance

 

3.1.     Place of performance for deliveries, services, and payments is the registered office of Busatis, Busatisstraße 15, A-3251 Purgstall.

 

3.2.     In the absence of any other written agreement, deliveries are made "free carrier" (FCA Incoterms 2020) to the registered office of Busatis.

 

3.3.     Delivery periods or dates are not binding.

 

3.4.     The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer upon delivery of the goods to a forwarding agent or carrier, but no later than upon leaving the warehouse of Busatis. Upon request of the Customer, deliveries shall be insured in his name and at his expense.

 

3.5.     In case of a delay in delivery or performance which is attributable to the sphere of the Customer or third parties or circumstances attributable to the Customer, the risk shall pass at the time when the delivery or performance is due.

 

3.6.     An over- or underdelivery by Busatis of ± 10% of the ordered quantity of goods is permitted.

 

3.7.     In the event of a delay in delivery, the statutory provisions shall apply. However, the grace period (angemessene Frist) to be set by the Customer in this case must be at least 21 working days. Section 8 applies.

 

3.8.     Events of force majeure shall automatically extend the contractually agreed delivery or service period by the corresponding period. This particularly includes unrest, armed conflicts, the late supply of raw materials, auxiliary materials and fuels, workers or railway wagons ordered in good time, transport and customs delays, transport damage, energy and raw material shortages, labour conflicts/strikes, operational disruptions, rejects in production, unforeseeable, unavoidable technical difficulties as well as the loss of a major supplier who is difficult to replace. All these circumstances extend the delivery period even if they occur at suppliers. Section 8.4 is applies.

 

4.       Prices / Payment / Terms of payment / Default in payment

 

4.1.     The prices of Busatis are subject to change and are non-binding, they are understood in the currency indicated in the lists or offers, in case of doubt in Euro. Unless stated otherwise, the prices quoted do not include VAT. Prices are quoted unpacked ex works.

 

4.2.     The prices of an order are based on the price list at the time the contract is concluded. Intermediate dimensions are calculated like the next larger list dimension.

 

4.3.     Should wage costs change due to collective bargaining agreements in the industry or internal company agreements, or should other cost centers relevant for the calculation or costs necessary for the provision of services change, such as those for raw materials, materials, energy, transportation, external labor, financing, etc., Busatis is entitled to increase or reduce prices accordingly.

 

4.4.     In case of short quantities and custom-made products, Busatis is entitled to charge a surcharge.

 

4.5.     Unless otherwise agreed, deliveries and services are to be paid on account net without discount within 30 days from delivery to an account of Busatis shown on the invoice.

 

4.6.     In the event of a delay in payment, Busatis is entitled to demand default interest of 10% from the Customer. In this case, the Customer shall also be obligated to pay all extrajudicial costs for appropriate prosecution.

 

4.7.     In case of default of payment, Busatis is entitled to withdraw from the contract after setting and expiration of a 14-day grace period. Any further rights of Busatis in this regard remain unaffected hereof.

 

5.       Offsetting / Retention

 

5.1.     Any set-off against claims of Busatis or the exercise of a right of retention by the Customer is permitted only with claims that have been established by court or acknowledged by Busatis in writing.

 

5.2.     A right of retention on the part of the Customer is excluded particularly in cases in which incomplete deliveries have been made as well as in such cases in which guarantee or warranty claims are asserted.

 

5.3.     In the event that the Customer is in default of payment, Busatis is entitled to withhold further deliveries, even from other orders.

 

 

6. Retention of title

6.1. The delivered goods shall remain the property of Busatis until payment including all ancillary claims (costs, expenses, etc.), has been received in full.

6.2. Until revocation, the Customer may resell the goods delivered under reservation of title (the "Reserved Goods") in the course of its normal business operations. Any claims arising from such a resale shall be assigned to Busatis in advance until full payment of all claims arising from the relevant order, whereas Busatis hereby accepts such assignment.

 

 

6.3.     The Customer is obliged to take the mandatory country-specific measures for the effectiveness and protection of the (extended) retention of title regulated in points 6.1 and 6.2 (e.g. book note, entry in an official register).

 

6.4.     If a retention of title according to the provisions of Section 6 does not exist in the country in which the goods are located, Busatis is entitled to exercise other security interests permitted by the country concerned. The Customer is obliged to take all necessary measures at his own expense to give effect to and maintain the security interest.

 

6.5.     Claims arising from a resale pursuant to Section 6.2 may continue to be collected by the Customer until revoked, whereas Busatis' right to collect the claims itself remain unaffected thereof. Busatis will collect the claims only if the Customer fails to meet its payment obligations, generally suspends payments, is in default of payment, or an application for the opening of insolvency proceedings against the Customer's assets is filed. The Customer shall notify Busatis immediately if any of these cases occur. At the request of Busatis, the Customer shall notify the debtors of the assignment and provide Busatis with the information and documents required for asserting and collecting the claims.

 

6.6.     Any processing or transformation of the Reserved Goods are made for Busatis. If the reserved goods are inseparably combined with third party goods, Busatis shall acquire co-ownership of the new product in the ratio of the value of the reserved goods to the third party goods. The same shall apply to the new product to the Reserved Goods. If within the combination of goods, the Customer's good is to be considered the main item, the Customer shall transfer to Busatis pro rata co-ownership.

 

6.7.     The Customer is not permitted to pledge or assign the Reserved Goods as security.

 

6.8.     In case of compulsory pledge (Zwangsverpfändung) of the Reserved Goods, the Customer shall draw attention to the ownership of Busatis and inform Busatis in writing about the attachment.

 

6.9.     Busatis is entitled to take back the Reserved Goods under exclusion of any retention rights of the Customer if the Customer

          

 

The Customer shall inform Busatis immediately if any of these cases occur. For the purpose of taking back the Reserved Goods, Busatis is entitled to enter the business premises of the Customer during normal business hours.

 

6.10.   After taking back the Reserved Goods, Busatis is entitled, after prior warning, to appropriately utilize the Reserved Goods (Verwertung). The proceeds of such utilization shall be credited against the liabilities of the Customer minus reasonable realization costs. Any demand for return, taking back, threat of utilization (Verwertung) and actual utilization of the reserved goods shall not in itself constitute a withdrawal from the contract.

 

7.       Warranty

 

7.1. Busatis generally provides warranty for the goods and services provided by Busatis in accordance with the statutory provisions, insofar as the following Sections do not contain deviating provisions.

 

7.2.     In all cases, the period pursuant to § 933 ABGB is 6 months from handover or provision of services.

 

7.3.     The reversal of the burden of proof pursuant to § 924 second sentence ABGB is waived.

 

7.4.     § 377 UGB is applicable. The Customer must give notice of all defects in writing and in a substantiated manner within a reasonable period of time, but no later than 8 calendar days from delivery. In doing so, the nature of the defect must be described precisely. Busatis shall be provided with the relevant substantiated documents or data available to the Customer.

 

7.5.     If the Customer carries out the rectification of defects on its own or through a third party not commissioned by Busatis, all rights arising from the defect shall be lost unless Busatis has been given the opportunity in advance to rectify the defect itself, or to have it rectified, within a reasonable period of time.

 

7.6.     The Customer shall also lose all warranty claims if, without the written consent of Busatis, the Customer itself or a third party not expressly authorized by Busatis carries out modifications or repairs to the delivered goods.

 

 

8. Liability

 

8.1.     Any liability of Busatis and of third parties acting on behalf of Busatis for slight and simple gross negligence is excluded. This shall not apply to personal injury.

 

8.2.     The total liability of Busatis for a culpable breach of contract is limited with the sales price of the affected unit of service or goods (e.g. delivery schedule call [Lieferplanabruf] or individual order, whichever is the smaller unit) or with EUR 50,000, whichever value is the lower. This does not apply to personal injury.

 

8.3.     Recourse claims pursuant to § 12 of the Product Liability Act are excluded unless the party entitled to recourse proves that the product defect was caused within the sphere of Busatis and was at least caused by gross negligence.

 

 

8.4. Any liability of Busatis for damages caused by force majeure is excluded.

 

8.5.     The above limitations of liability shall also apply to claims for damages of the Customer against organs, executives, employees or agents of Busatis.

 

9.       Right of withdrawal

 

 

9.1. Busatis and the Customer are entitled to withdraw from the contract for cause. 9.2. Important reasons within the meaning of section9.1 are in particular

 

 

9.3.     The effectiveness of point 9.2. i and ii. shall be assessed on the basis of the legal system to which the Customer belongs.

 

9.4. The Customer is obligated to notify Busatis immediately in writing of any foreseeable insolvency application or any insolvency application filed by a third party.

 

 

9.5.     A right of withdrawal by the Customer is excluded in any case if the main performance obligation (Hauptleistungspflicht) of the concerned contract includes deliveries or services which are to be specially produced for the Customer.

 

9.6.     Withdrawal may also be declared with regard to an outstanding part of the delivery or service if one of the reasons stated in section 9.2 applies.

 

10.     Confidentiality / Intellectual property rights / Project documents

 

10.1. The Customer and Busatis undertake to maintain absolute secrecy towards third parties regarding the knowledge received from the business relationship.

 

10.2.   If the Customer prescribes a special design or marking, the Customer guarantees that Busatis will not infringe upon any third-party intellectual property rights by executing these specifications. The Customer shall indemnify and hold Busatis harmless from and against any and all claims asserted by third parties in this regard.

 

10.3.   No intellectual property rights are transferred to the Customer in the course of deliveries and services by Busatis. All rights to copyrighted or otherwise protectable works, offer and project documents, documents such as drawings, plans and samples of any kind, know-how, patents, etc. remain with Busatis. Such works, documents, know-how, samples, patents, etc. may not be reproduced, made available to third parties, passed on to third parties, or used for the Customer's own purposes without the written consent of Busatis in each individual case. In case of doubt, such consent is deemed not granted. Such documents may be reclaimed at any time and must in such a case be returned to Busatis immediately, copies must be destroyed, and data must be deleted.

 

10.4.   If development steps are necessary for the production of the goods or services, or if other intellectual property rights arise in the course of the production, delivery, or performance, Busatis shall be fully entitled to such rights in case of doubt.

 

10.5.   The price includes a non-exclusive right of use, limited in time to the life of the good/service and regarding the object to the specific contractual use. No rights are granted beyond this.

 

11.     Limitation period

 

Any and all claims arising from the contractual relationship between Busatis and the Customer shall be asserted in court within 12 months from their due date, otherwise the claim shall be excluded. Timeliness of the assertion shall be determined by the date of receipt of the statement initiating the proceedings in court.

 

12.     Data protection

 

12.1. The Customer and Busatis will treat any personal data received in the course of the execution of the contract in accordance with the applicable data protection regulations. Unless expressly provided otherwise, the Customer and Busatis shall use any data received exclusively for the performance of the contract, shall neither disclose such data to third parties nor make them available to third parties in any other form, and shall take all reasonable precautions to prevent third parties from accessing such information. These obligations shall survive the contractual relationship.

 

12.2.   The obligations mentioned in section 12.1 do not apply with regards to the transfer of data to commissioned insurance companies, experts, suppliers, etc., who have a need for information, for the fulfilment of the contract. However, the obligation to treat such data confidentially shall be transferred to the third party as far as possible.

 

12.3.   In all other respects, the privacy policy, available at » https://www.busatis.com/en/privacy-policy, is part of the contract with Busatis. The Customer has read it and agrees to it.

 

13.     Form / Communications

 

13.1.   Orders, acceptances of offers, order confirmations, amendments of these GTC and an individual contract as well as other communications between the Customer and Busatis must be made in writing unless otherwise provided in these GTC or in individual cases. Unless otherwise agreed, they shall be sent to the address last notified in writing. In any event, electronic transmission shall be sufficient for the written form.

 

13.2.   Any waiver of a written form requirement agreed in these GTC or in individual cases must also be made in writing.

 

13.3.   The Customer is obligated to notify Busatis immediately in writing of any change of address, otherwise notices sent to the address of the Customer last notified in writing shall be deemed to have been received in a legally effective manner. The date of postage (Postaufgabe) shall be decisive for the timely receipt of a notice.

 

14.     Place of jurisdiction / Applicable law

 

14.1. For all disputes arising out of or in connection with contractual relationships between Busatis and the Customer, the exclusive jurisdiction (ausschließlicher Gerichtsstand) of the competent court for Purgstall is agreed upon. However, Busatis reserves the right to bring a claim against the Customer also at the Customer's general place of jurisdiction.

 

14.2.   Alternative to section 14.1 for Customers outside the EU: All disputes arising from or in connection with contractual relationships between Busatis and the Customer shall first be subject to out-of-court mediation attempts. If no agreement could be reached even after 30 days, Busatis, both as potential plaintiff and potential defendant, shall have the unilateral right to choose to submit all disputes or claims arising out of or in connection with contractual relationships between Busatis and the Customer, including disputes regarding the validity, breach, termination, or invalidity of a contract, to an arbitrator appointed in accordance with the Rules of Arbitration (Vienna Rules) of the International Arbitration Institution of the Austrian Federal Economic Chamber (VIAC) for final decision. Alternatively, Busatis may decide to bring the relevant proceedings before the court of competent jurisdiction for Purgstall. If Busatis does not make use of this option for a specific dispute or if Busatis does not notify the Customer in writing of this selection within seven calendar days after receipt of a corresponding request by the Customer, the selection shall be deemed made for the arbitration court. Unless otherwise agreed, the language of proceedings shall be German.

 

14.3.   Only material Austrian law shall apply, excluding the referral norms (Verweisungsnormen) of private international law and the UN Convention on Contracts for the International Sale of Goods (UN-K/CISG).

 

15.     Miscellaneous

 

15.1.   The assertion of claims due to laesio enormis, error and omission of the basis of the transaction by the Customer is excluded.

 

15.2.   If individual provisions of these GTC are fully or partly void, ineffective, inexecutable or unenforceable, the validity of the remaining provisions shall not be affected. In this case, those valid and enforceable agreements are deemed to have been made which come closest to the economic purpose of the void or invalid provisions and the intention of the parties.