General terms and conditions
Status February 4, 2020
The following General Terms and Conditions (GTC) shall apply to deliveries and services to the Mozarteum University Salzburg (hereinafter referred to as the University) insofar as reference is made thereto in the invitation to tender or in the order placement. The Contractor's General Terms and Conditions shall not become part of the contract. Subsidiary agreements and amendments to these terms and conditions must be made in writing in order to be effective. Deviating written regulations in the order placement take precedence over the GTC.
Contracts must be drawn up in writing to be legally effective. Likewise, deviations from the original contract must be in writing and signed by all contracting parties. All deliveries and services must comply with the relevant regulations and standards applicable in Austria. All deliveries and services shall comply with the state of the art in science and technology as well as in craftsmanship, unless otherwise stated in the contract. The following order of precedence shall apply to definitions of terms and any differences in interpretation:
- mandatory law
- General Terms and Conditions of the University
- University standards
- relevant guidelines of professional associations for the state of the art relevant standards and statutory provisions, in particular those of the Austrian General Civil Code (ABGB) and the Austrian Commercial Code (UGB)
The University shall be entitled to change the type, scope or quantities of agreed deliveries and services and/or to demand additional deliveries and services that are not provided for in the contract but are necessary for the complete fulfillment of the contract, in particular the proper and safe functioning, if this was recognizable to the Contractor. If the Contractor deems changes to be necessary, it shall give notice thereof in writing without undue delay. Execution of the supplies and services in question may not be commenced until the University has given its prior consent.
Quotations as well as calculations and the like required for them shall not be remunerated separately, unless otherwise agreed. In the performance of the contract, the legal provisions applicable in Austria , in particular labor and social law provisions, shall be complied with.
Those portions of a contract/order which the Contractor intends to subcontract shall be disclosed to the University in writing prior to execution. Subcontracting shall be permitted only with the prior written consent of the University. Contractor agrees to recognize payments made by University to subcontractors as discharge of debt in the event that Contractor defaults on its payments under this Contract. The Contractor undertakes to obtain from the subcontractors the full legally binding acknowledgement of the contractual obligations arising from the contract concluded with the University.
All documents, be they drawings, samples, models or similar, enclosed with orders and inquiries and which are the property of the University, shall remain the property of the University. These documents may not be made accessible to uninvolved third parties and must be returned to the University without request immediately after completion or rejection of an order.
Supplies and services performed by the Contractor without a contract or in deviation from the contract shall be compensated only if they are subsequently approved in writing by the University. If this does not occur, such supplies or services shall be removed. Otherwise, this may be done at the Contractor's risk and expense. The Contractor shall be liable to the University in this respect and shall fully indemnify and hold the University harmless in this respect
In the case of deliveries and services for which this is customary, the Contractor shall, prior to acceptance, introduce core users of the University to the operation of the delivery and service on site so that they can master all functions and train further users. Costs of on-site training, including travel expenses and any other expenses, are part of the contract and will not be reimbursed. In the case of technical equipment, the Contractor shall hand over complete documentation at the latest upon delivery; this shall not be remunerated separately. The service shall not be deemed to have been rendered in full until the complete and entire documentation has been handed over.
All agreed prices are fixed prices to which the respective applicable statutory value added tax must be added and are understood to be free domicile including all ancillary costs and packaging. Other agreements require an express written agreement. If deliveries are based on cross-border import transactions either from third countries or also countries of the EU, the supplier shall bear the sole responsibility for proper customs clearance, customs processing and VAT declaration. In the case of suppliers from EU countries, the VAT identification numbers (UID No.) must be indicated. The charging of additional costs resulting from the increase of the exchange rate for services from abroad is inadmissible. The transport of the subject matter of the contract shall be for the account and at the risk of the Contractor.
If delivery deadlines are agreed for orders, these must be complied with by the supplier, otherwise the contractor shall be liable for his delays. In particular, he shall be liable for any disadvantages and additional costs incurred by the Client as a result of a replacement order or delays. Should the Supplier be unable to meet agreed delivery dates, he shall immediately notify the University thereof in writing.
In this case, the University shall have the option to insist on performance of the contract, to carry out substitute performance at the expense of the Supplier after setting a reasonable grace period, or to demand rescission of the contract.
Deliveries shall generally be made within the business hours of the University (Monday to Thursday 8.00-16.00, Friday 8.00-12.00). The delivery time stated in the order is binding. If the University incurs additional costs or damages due to the supplier's failure to observe delivery or shipping conditions, the supplier shall be liable for such costs or damages.
By submitting an offer or accepting an order, contractors guarantee that the deliveries and services offered comply with the applicable laws and regulations, the rules of technology as well as regulations concerning the use and operation of technical equipment. The University shall have 14 days from the date of acceptance to check for defects and/or quality. A complaint within this period shall be considered timely. Furthermore, the University has the right to carry out a qualitative and/or quantitative inspection of suitable suppliers directly upon delivery. Suppliers must ensure that their delivery assistants are prepared for this both technically and in terms of time. Insofar as products are delivered which require further work and/or assembly, the defect and/or quality control period shall commence upon completion of the preparatory work and/or completion of the assembly work. If the University is temporarily unable to take delivery of the delivery item due to force majeure or due to reasons beyond the University's direct control, acceptance and delivery periods shall be extended accordingly. In the case of deliveries and services based on samples, the properties of the sample shall be deemed warranted.
The warranty period for immovable goods is 3 years, for movable goods 2 years. Defects notified within the warranty period shall be remedied by the Contractor within 14 days or a reasonable grace period (improvement or replacement). The right to compensation for the damage caused by the delay in remedying the defect shall remain unaffected. If the improvement or the replacement of the defective parts is refused or if the Contractor does not meet this obligation within the time limit, the University may have the defects complained of remedied at the expense and risk of the Contractor, demand a price reduction or rescission. If improvement or replacement is not possible or unreasonable, the University's right to a price reduction shall remain unaffected. In the event of replacement deliveries or rectification of defects, the original warranty period for the entire subject matter of the contract shall start anew. All costs incurred in connection with the rectification of defects shall be borne by the Contractor. In the case of defects which occur within three years in the case of immovable items and within one year in the case of movable items from the time of acceptance, it shall be presumed that they already existed at the time of handover.
If the Contractor is at fault for the delay, he shall pay damages to the Client as follows:
If the Contractor has culpably caused damage to the Client in breach of its contractual obligations, the Client shall be entitled to compensation as follows:
- in the event of intent or gross negligence, compensation for positive damage and loss of profit (full satisfaction);
- in the event of slight negligence, compensation for positive damage.
Damages may be claimed not only in case of defectiveness of the performance itself, but also in case of consequential damages.
In the event of material defects, acceptance may be refused. In this case, the Contractor shall again request the University in writing to take over after the defects have been remedied. The period for completion on schedule shall not be interrupted thereby.
Invoices shall be submitted no later than 3 months after complete fulfillment of the contract and separately according to orders. Late submission shall delay payment to the same extent. The documents necessary for verification, such as in particular delivery bills, time sheets, etc., shall be enclosed upon request. The order number of the customer is to be indicated in each invoice. The same applies to reminders.
The payment and discount period shall commence upon receipt of the invoice by the University, but no earlier than upon complete fulfillment of the contract. The payment period is 30 days from receipt of invoice. Agreed discounts will be taken into account and retained.
The contracting parties undertake to keep secret all data and information in connection with a contract/order, in particular all perceptions and documents belonging to the business confidentiality sphere. The Contractor shall be liable to the University for ensuring that all deliveries and services are free from industrial property rights and/or rights of third parties. The Contractor shall indemnify and hold the University harmless in this respect. The place of jurisdiction shall be exclusively the competent court in Salzburg.
Austrian law or European law valid for Austria shall apply. All rights and obligations of the contract/order shall pass to any legal successors, including individual legal successors. Should individual provisions of the contract/order or the General Terms and Conditions of the University be invalid, the validity of the remaining provisions shall not be affected thereby. An invalid provision shall be replaced by a valid one that comes closest to the intended goal of the original provision. In case of doubt, the invalid provision shall be deemed replaced by such valid provision.