General Terms and Conditions of Interactive Paper GmbH


Table of contents
§ 1 Scope
Application
Deviations
Validity
§ 2 Conclusion of Contract
Offers
Binding Offer
Contract Formation
Order Confirmation
§ 3 Price Offers for Goods
Pricing
Exclusions
Client Changes
Separate Invoicing
§ 4 Fees for Services
Fee Structure
Market Rate Fee
Cost Estimates
Client Modifications/Cancellation
§ 5 Terms of Payment
Invoicing
Payment Terms
Bank Details
§ 6 Default of Payment
Immediate Payment
Interest on Arrears
Debt Collection Fees
§ 7 Retention of Title
Property Retention
§ 8 Delivery of Goods
Delivery Terms
Delivery Tolerances
Delivery Dates
§ 9 Default of Delivery
Grace Period
Contract Withdrawal
Partial Withdrawal
Minor Overruns
Force Majeure
§ 10 Default of Acceptance
Obligation to Accept
Storage Costs
§ 11 Warranty
Functionality Standards
Defect Threshold
Error Reporting
Warranty Period
Defect Rectification
§ 12 Liability
§ 13 Provided Materials and Data
Client Responsibility
Data Testing
Data Backup
§ 14 Right of Retention
Retention Rights
§ 15 Ownership and Rights to Means and Products Used
Ownership of Work Aids
Usage Rights
§ 16 Identification
Contractor Identification
Advertising Use
§ 17 Concept and Idea Protection
Idea Ownership
Protection of Concepts
§ 18 Availability of Web Services
Web Services Scope
Service Disruptions
§ 19 Indemnity and Indemnification
Indemnification Obligation
Legal Dispute Notification
§ 20 Termination Clause
Grace Period Termination
Termination Procedure
Termination fee
Precedence
§ 21 Project Delay Clause
Client-Induced Delays
Notice Period for Delays
Precedence
§ 22 Penalty for Company-Induced Delays
§ 23 Cancellation Fee and Voucher System
Cancellation Fee Amount
Justification for Fee
Rationale
Transparency and Fairness
Voucher System
§ 24 Binding Timeline
Timeline Compliance
§ 25 Final Provisions
Governing Law
Jurisdiction
Written Form Requirement
Severability Clause
Gender-Neutral Language
§ 26 Incoterms
Use of CIP Incoterms
Definition of CIP
Insurance Coverage
Delivery and Risk Transfer
Carrier and Routing
Customs Clearance

Effective Date: 15th of August, 2024
Previous version 1st of October, 2018 – 15th of August, 2024 can be found  here 
Updates can be found  here 

If you have agreed to the previous Terms and Conditions within the timeframe of the previous version, those terms will continue to apply to you unless you explicitly agree to these new Terms and Conditions.


§ 1 Scope



Application

These General Terms and Conditions apply to all deliveries, services, and offers of Interactive Paper GmbH, Argentinierstraße 71/13, 1040 Vienna, Austria (“contractor”) to an existing or potential business partner ("client"). The Terms and Conditions, also apply to all future business relations, even if they are not expressly agreed again. The application of the client's terms and conditions is explicitly excluded.


Deviations

Any deviations from these terms and conditions are only effective if confirmed in writing by the contractor.


Validity

These terms and conditions shall remain binding even if individual parts are legally ineffective.
 

§ 2 Conclusion of Contract



Offers

Unless expressly agreed otherwise, offers and price quotations by the contractor are not binding.


Binding Offer

A binding offer is made by the client through his order.


Contract Formation

A contract is concluded only through an order confirmation by the contractor in writing. Verbal and telephone arrangements and agreements require a written confirmation.


Order Confirmation

Any objections to discrepancies in the order confirmation must be raised within two working days after receipt; otherwise, the contents are deemed agreed.
 

§ 3 Price Offers for Goods



Pricing

Unless otherwise stated, the contractor's prices are net and in Euros.


Exclusions

Prices do not include packaging, freight, insurance, and other shipping costs unless expressly stated otherwise.


Client Changes

Changes by the client, including production rescheduling, will incur additional charges.


Separate Invoicing

Costs for press proofs and samples are invoiced separately and are not included in the delivery prices.
 

§ 4 Fees for Services



Fee Structure

The fee is understood as a net fee in Euros plus value-added tax.


Market Rate Fee

In the absence of an agreement, the contractor is entitled to a fee at the usual market rate for services rendered.


Cost Estimates

Estimates provided by the contractor are not binding. A notification will be made if actual costs exceed the estimates by more than 15%.


Client Modifications/Cancellation

In case of client-induced modifications or cancellations, the client shall cover all costs incurred up to that point and reimburse the entire agreed fee, unless due to contractor's gross negligence.


§ 5 Terms of Payment



Invoicing

The final invoices are issued on the day of service delivery, storage for the client, or readiness for call.


Payment Terms

Payments (net price plus VAT) are negotiated and written inside the order confirmation. The standard payment terms are prepayment before delivery. If not negotiated otherwise, this stands as the given payment term.


Bank Details

Payments to be made to Interactive Paper GmbH, IBAN: AT05 2011 1838 5345 9900, BIC: GIBAATWWXXX, unless other details are specified on the invoice.


§ 6 Default of Payment



Immediate Payment

The contractor can demand payment of all invoices with two weeks' notice in the event of the client's financial deterioration or payment default.


Interest on Arrears

Interest on arrears is chargeable per annum at 9.2 percentage points above the base interest rate.


Debt Collection Fees

The client undertakes to reimburse the fees of the debt collection agency, which are limited to the amounts due under the Austrian Collection Fees Ordinance.


§ 7 Retention of Title



Property Retention

The goods remain the property of the contractor until the purchase price claim has been paid in full. Claims from the resale of goods is already assigned to the contractor.


§ 8 Delivery of Goods



Delivery Terms

Deliveries are made from the contractor's premises to the client's address at the client's expense and risk. In accordance with § 26 of these Terms and Conditions, the payment of the carrier shall be made by the contractor.


Delivery Tolerances

Excess and short deliveries of up to 3% are permitted and will be added to or deducted from the invoice proportionately.


Delivery Dates

Agreed delivery times are approximate unless confirmed in writing as fixed dates.


§ 9 Default of Delivery



Grace Period

In case of a delivery delay, the client must set a reasonable grace period, a minimum of two weeks, depending on the order.


Contract Withdrawal

After the grace period, the client may withdraw from the contract by setting a new grace period of at least one week, to be asserted by registered letter.


Partial Withdrawal

The right of withdrawal refers only to the part of the delivery or service in respect of which there is a delay.


Minor Overruns

Minor overruns of agreed delivery periods do not entitle the client to withdraw from the contract or claim damages.


Force Majeure

In case of force majeure or unforeseeable circumstances, the contractor is exempted from delivery obligations for the duration of the disruption.


§ 10 Default of Acceptance



Obligation to Accept

The client must promptly accept goods delivered or made available. Non-compliance deems delivery accepted and risk passes to the client.


Storage Costs

In case of default of acceptance, the contractor may store the goods at the client's expense and risk.


§ 11 Warranty



Functionality Standards

Operational standards and handling requirements for Interactive Paper are detailed and accessible  here . The warranty is applicable only when the described handling and storage requirements are met.


Defect Threshold

A maximum of 3% defective Interactive Papers is considered acceptable.


Error Reporting

Clients must check and report any conformity issues with the delivered goods promptly.


Warranty Period

The warranty lasts for 6 months from delivery.


Defect Rectification

The contractor is only obligated to rectify defects inherent in the product within a reasonable time, with limitations on liability for consequential defects to the extent permitted by law.


§ 12 Liability


Liability Exclusion
Liability for damages caused by slight negligence is excluded, except for personal injury or claims according to the product liability laws.

Contractual Damages
Liability is limited to foreseeable, contract-typical damages.

Time-Bar for Claims
Claims for damages must be asserted within six months of knowledge of the damage and the damaging party.


§ 13 Provided Materials and Data



Client Responsibility

The client is responsible for the accuracy and legality of provided data and materials.


Data Testing

The contractor is entitled to charge for testing client-provided data for usability.


Data Backup

Data backup is the client's responsibility, although the contractor may independently make a copy.


§ 14 Right of Retention



Retention Rights

The contractor has a right of retention on the products and objects delivered by the client until the payment claim is completely fulfilled.


§ 15 Ownership and Rights to Means and Products Used



Ownership of Work Aids

Operating objects and work aids used by the contractor remain the property of the contractor.


Usage Rights

Clients acquire only non-exclusive distribution rights for delivered products, with reproduction rights remaining with the contractor.


§ 16 Identification



Contractor Identification

The contractor is entitled to refer to their involvement on the product without client remuneration.


Advertising Use

Subject to client's revocation, the contractor may refer to the business relationship in their advertising materials.


§ 17 Concept and Idea Protection



Idea Ownership

The potential client acknowledges that during concept development, the contractor provides significant preliminary services without any performance obligations.


Protection of Concepts

Concepts and ideas presented by the contractor are protected and require the contractor's consent for use. Except for the content provided by the client, all intellectual property, such as texts, images, illustrations as well as the design, structure, and content of the product, are protected by copyright and industrial property rights. These elements may not be reproduced, processed, transmitted, made available, presented, listed, modified, translated, or otherwise used unlawfully by the client without the consent of the constructor.


§ 18 Availability of Web Services

Web Services Scope

The extent and limitations of the contractor's web services are detailed and accessible  here .


Service Disruptions

Temporary unavailability of web services due to maintenance or force majeure is not the contractor's liability. The contractor is only obliged to take reasonable steps to restore the Web Service.


§ 19 Indemnity and Indemnification



Indemnification Obligation

 In case of third-party claims against the contractor due to rights infringements in executing the client's order, the client must indemnify the contractor.


Legal Dispute Notification

The contractor must notify the client of any legal claim related to the order.


§ 20 Termination Clause



Grace Period Termination

Restriction on Termination: Following the order confirmation, the client shall not have the right to terminate the contract unilaterally. This is due to the immediate commencement of processing, customization, and allocation of resources that the contractor undertakes to fulfill the order. Mandatory statutory provisions shall remain unaffected.


Termination Procedure

Termination must be communicated in writing.


Termination fee

A fee of 70% of the total contract value is liable if the client terminates the contract unilaterally, without good cause justifying an extraordinary right of termination, after the contractor has confirmed the order. 


Precedence

This clause supersedes other contractual agreements with the client.


§ 21 Project Delay Clause



Client-Induced Delays

If the client delays the project without prior notice, the contractor may demand full project fee upfront.


Notice Period for Delays

Clients must provide notice of any delay two weeks before the project deadline.


Precedence

This clause overrides conflicting terms in other agreements.


§ 22 Penalty for Company-Induced Delays


Delay Penalty
A fee of 300 euros per week of delay will be imposed on the contractor for delays caused by the company.


§ 23 Cancellation Fee and Voucher System



Cancellation Fee Amount

In the event of a contract cancellation by the client, a cancellation fee amounting to 70% of the total order volume will be charged.


Justification for Fee

This fee is necessitated due to several incurred costs and commitments that arise once an order is placed. These include, but are not limited to:
  • Internal Costs: Operational and administrative expenses incurred in the preparation and planning stages of the order.
  • Advertising Fee: Costs associated with marketing and promotional activities tailored for the specific client's order.
  • Consulting Fee: Professional service charges for consultations and planning provided to the client in the lead-up to the order.
  • Resource Allocation: Allocation of resources, both in terms of manpower and materials, which are diverted from other potential projects to focus on the client's order.
  • Opportunity Cost: The loss of potential business opportunities due to the commitment of resources to the cancelled order.


Rationale

The fee compensates for the partial recovery of these sunk costs and lost opportunities. It reflects a fair estimation of the expenses and efforts invested by the contractor up to the point of cancellation.


Transparency and Fairness

This policy is in place to maintain transparency and fairness in our business operations, ensuring that we can continue to provide high-quality services to our clients.


Voucher System

In the case of postponement rather than cancellation, the client will receive a voucher equivalent to the cancellation fee amount. This voucher can be redeemed for future services with the contractor, providing an opportunity for the client to utilize the value of the cancellation fee for subsequent engagements.


§ 24 Binding Timeline



Timeline Compliance

The project timeline is agreed between the contractor and the client during or shortly after the formal start of the business relation. It encompasses all significant milestones, including but not limited to the submission of the first design draft, print approval, set-up of web tools and final delivery. Upon the client’s acceptance, the timeline becomes binding. Failure to adhere results in the contractor issuing an invoice to the client that is suitable for collection processes. A grace period of 7 business days is provided for each deadline specified within the timeline, allowing for reasonable flexibility.


§ 25 Final Provisions



Governing Law

The contractual relationship is subject to Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods. The contractual language is German.


Jurisdiction

The place of performance for delivery and payment, as well as the place of jurisdiction for legal disputes arising from these terms and conditions, is the registered office of the contractor.


Written Form Requirement

All agreements, including subsequent changes, additions, etc., must be in written form to be valid.


Severability Clause

If any provision of these terms and conditions becomes invalid, in whole or in part, this does not affect the validity of the remaining provisions. The invalid provision shall be replaced by one that most closely matches the intent and economic purpose of the invalid provision.


Gender-Neutral Language

Where natural persons are referred to only in the masculine form in this contract, it refers equally to women and men and all other genders.
 

§ 26 Incoterms



Use of CIP Incoterms

For all international transactions involving the delivery of goods, the contractor operates exclusively under the Incoterm "CIP" (Carriage and Insurance Paid To). This term is used in accordance with the International Chamber of Commerce (ICC) rules for the use of domestic and international trade terms.


Definition of CIP

Under CIP terms, the contractor is responsible for arranging and paying for carriage to a named destination, and also for providing insurance against the client's risk of loss or damage to the goods during carriage. The contractor’s responsibility ceases, and risk is transferred to the client, once the goods are handed over to the first carrier.


Insurance Coverage

The contractor is required to obtain insurance only at the minimum coverage level. If the client desires additional insurance coverage, they must arrange and bear the cost of such extra insurance.


Delivery and Risk Transfer

Delivery occurs, and risk transfers from the contractor to the client, when the goods are handed over to the carrier contracted by the contractor. From this point, the client bears all costs and risks associated with the goods.


Carrier and Routing

The contractor has the discretion to choose the carrier and routing of the goods.


Customs Clearance

It is the responsibility of the client to handle and bear the cost of any customs clearance procedures, including import duties, taxes, and other charges upon arrival in the destination country.