Purchasing Terms & Conditions
1. GENERAL INFORMATION
1.1 These “General Terms and Conditions of Purchase” (hereinafter referred to as: “GTCP”) of LOGICDATA Electronic & Software Entwicklungs GmbH, Wirtschaftspark 18, 8530 Deutschlandsberg (hereinafter referred to as: “LOGICDATA”) shall be applicable for all orders of LOGICDATA.
1.2 For future orders, these GTCP shall be deemed included even if they are not referred to.
1.3 LOGICDATA is only willing to contract based on these GTCP. Should the General Terms and Conditions of the supplier include regulations, which are contrary to these GTCP, or contain additional regulations, which are not taken into account here and which deviate from the legal regulations, then these regulations shall not be included in the content of the contract. Acceptance of the delivery and service of the supplier by LOGICDATA or a payment by LOGICDATA shall not imply agreement with the supplier’s conditions. On the other hand, the supplier shall acknowledge the exclusive applicability of these GTCP through the delivery or service.
2. OFFERS AND ORDERS
2.1 The supplier must send a written order confirmation to LOGICDATA, which must be received within 3 working days from the order. The order confirmation must correspond to the order and particularly contain the delivery period (project plan), order number, delivery date and prices. Deviations shall become a part of the contract only if they are confirmed by LOGICDATA in writing. If LOGICDATA does not receive an order confirmation within this period, this shall be considered as unconditional acceptance of the order.
2.2 Orders shall only be deemed legally binding if they have been duly signed and issued by LOGICDATA in writing. Orders transmitted by telefax shall be accepted.
2.3 The parties agree that, unless otherwise required, legally significant statements or declarations of either party may also be transmitted electronically. However, should any such statements arrive at LOGICDATA’s premises outside of the official hours of business, they shall not be deemed received until the start of the official hours of business on the following working day. LOGICDATA’s official hours of business are 9 a.m. to 3 p.m. from Monday to Friday with the exception of public Austrian holidays.
2.4 Subsequent amendments of, or additions to, the contract shall be subject to written confirmation.
2.5 Any and all documents, and particularly commercial invoices, issued by supplier in reference to an order placed by LOGICDATA shall bear the official order number. In case of non-compliance LOGICDATA reserves the right to refuse processing such documents and may return them.
The supplier shall be authorised to use subcontractors for the fulfilment of the contract only with prior written consent by LOGICDATA. A sub entrustment does not free supplier from suppliers’ contractual obligations vis-à-vis LOGICDATA, and supplier shall be responsible and liable without limitation for any defect and any damages.
4. PRICES, OFFSETTING AND ASSIGNMENT
4.1 Any offers submitted by supplier shall be entirely free of charges to LOGICDATA.
4.2 Prices are fixed prices plus legal turnover tax, and exclude additional claims of any kind. Costs for packaging and transport to the shipping address as well as for customs clearance and customs duty are included.
4.3 Prices are based on costs obtaining at the time of the first quotation. In the event that the costs have increased by the time of delivery, supplier shall not have the right to adjust prices.
4.4 If LOGICDATA fails to make timely payment of any sums, except those contested in good faith or those in a good faith dispute, interests will accrue at an annual rate equal to three percent (3%). If LOGICDATA fails to make timely payment contested in good faith or those in a good faith dispute LOGICDATA has not to pay any interests.
4.5 Offsetting against the claims of LOGICDATA shall be permissible only with legally determined or acknowledged claims. The supplier waives the commercial right of retention (§ 369 UGB [Austrian Commercial Code]) as well as related legal institutions vis-à-vis LOGICDATA. Advance payments made by LOGICDATA must be credited to a guarantee pursuant to § 1170b ABGB [General Civil Code] that is permissibly demanded by the supplier.
4.6 Without a written consent, the supplier shall not be authorised to assign the claims against LOGICDATA.
5.1 Goods must be – if not otherwise agreed in writing – delivered “delivery duty paid (DDP)”. The risk of loss or damage to the goods passes to LOGICDATA only upon delivery at the agreed place of proper and complete delivery, free of defects. Immediately after the dispatch LOGICDATA shall have become owner of these goods, notwithstanding that the price for such Products may not have yet been paid. The supplier guarantees that delivered goods are not subject to any rights from third parties and that the delivery of the goods does not violate any rights of third parties, in particular intellectual property rights.
5.2 All necessary delivery documents with complete information (in particular quantities, part/material descriptions, purchase order numbers, etc) are to be sent to LOGICDATA with each delivery. In case of non-compliance LOGICDATA shall reserve the right to refuse acceptance.
5.3 The contractual scope of supplies and services is to be delivered to the stipulated place of destination on the date stated in the order(s), and to be presented to the incoming goods department during the official hours of business mentioned in 2.2. In case of delivery being effected prior to the stipulated delivery date, LOGICDATA shall reserve the right to refuse acceptance or to charge supplier with any additional costs and expenses LOGICDATA might incur due to storage and handling costs and such.
5.4 Supplier waives any right he may have to reserve ownership in a consignment after delivery has been effected.
5.5 The period allowed for delivery shall commence at the earliest of the following dates:
a) the date of order confirmation by supplier,
b) the date of fulfilment by LOGICDATA of all the conditions, technical, commercial and other, for which he is responsible,
c) the date of receipt by supplier of a deposit or security due before delivery of the goods in question.
5.6 supplier shall obtain whatever licences or approvals may be required from authorities or third parties for the construction of plant and equipment.
5.7 Supplier is not allowed, if it is not otherwise explicitly stipulated in written form, to carry out und charge LOGICDATA for partial or advanced deliveries.
5.8 The place of performance is the registered seat of LOGICDATA.
6.1 The payment term shall commence at the time that the invoice has been duly presented to LOGICDATA, or the goods have been received, or the contractual scope of supplies and services has been completed, whichever comes last. However, should delivery have been effected prior to the stipulated date, the payment terms shall start on the stipulated delivery date at the earliest.
6.2 Payments are due within 10 days with 3 % discount or after 30 days net.