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 accessiblehere. 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 accessiblehere.
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.