7. DELAYS

7.1 Should supplier fail to meet the stipulated delivery time for the contractual scope of supplies and services, LOGICDATA shall be entitled to terminate the contract with immediate effect, i.e. without any further period of grace, no matter what the reason for such a delay might have been.

7.2 Supplier shall be obliged to notify LOGICDATA immediately should he notice that a delay in delivery of the contractual scope of supplies and services (partially or in full) might occur. In this case supplier shall state the reasons for the delay as well as a suggested time schedule for completion. LOGICDATA shall reserve the right, however, to still terminate the contract with immediate effect, i.e. without any further period of grace.

7.3 LOGICDATA shall be entitled to claim damages at its option instead of specific performance and/or obtain substitute performance from a third party or declare withdrawal. If supplier fails to deliver in a timely manner, supplier is obliged to pay LOGICDATA a contractual penalty of 1,5 % of the order volume for each week commenced after the delivery date. This obligation does not depend on a negligent action by supplier. This contractual penalty does not exclude any further claims based on (consequential) damages.

7.4 If due to unforeseeable circumstances or circumstances beyond LOGICDATA’s control, such as all cases of force majeure or strike, it becomes impossible or significantly more difficult for LOGICDATA to fulfil the contractual obligations, LOGICDATA may cancel the contract wholly or in part or has the right to postpone performance, and supplier is not entitled to any claims arising from the amendment to the agreement by LOGICDATA.

8. WARRANTY

8.1 Supplier warrants at least for a period of 36 months from unconditional acceptance, that the supplies shall be free from any defects in materials or workmanship and shall conform with the provisions of the order as well as any other statutory requirements or official industrial standards such as ÖNORM or similar. Above all, supplier shall warrant for any contractual and implied properties of the scope of supplies and that the quality of the supplies shall conform with the samples, if samples have been provided.

8.2 The contractual warranty time shall commence with the date of the unconditional acceptance of the supplies by LOGICDATA.

8.3 The regulations about notice of defects pursuant to §§ 377 and 378 UGB shall not be applicable for this contract. LOGICDATA shall not be obligated to carry out an incoming goods inspection.

8.4 In the event of a warranty claim, LOGICDATA may demand at its option that the goods be returned or repaired at the costs of supplier, or have the goods repaired by third parties at the costs of supplier, or may resent from the agreement or may demand a reduction of the purchase price.

8.5 After correction of the defect, through supplier the period of warranty restarts anew with the LOGICDATA’s acceptance of the repaired good.

9. SELLER’S LIABILITY

9.1 Supplier is liable for any and all damages that may result from non-conform delivery, irrespective of negligence.

9.2 Supplier is obliged to maintain a third party liability insurance, that must cover at least those damages, that were foreseeing or ought to have foreseen at the time of the conclusion of the contract, also covering all risks arising from product liability, and will hand over the respective insurance policies at LOGICDATA’s request.

9.3 Supplier shall indemnify and hold LOGICDATA harmless from all claims of third parties or customers of Purchaser, regardless on which legal basis, including national and international product liability regulations, which are brought against LOGICDATA with the assertion that LOGICDATA’s product, where the Product is included, is defective or does not comply with any applicable legal or technical requirement, in particular regarding product liability.

10. WITHDRAWAL FROM THE CONTRACT

10.1 LOGICDATA shall be authorised to withdraw from the contract up to the acceptance of the contractual service any time and without giving reasons. In this case, LOGICDATA shall compensate to the supplier for the work performed until then according to the share in the purchase price. Further remuneration claims of the supplier shall be ruled out. Preliminary work or research and development work by the supplier shall not be compensated, unless these are incurred solely on the basis of the specific contract.

10.2 LOGICDATA shall also be authorised to withdraw from the contract for material reasons, particularly if the supplier stops its deliveries or payments, interrupts its work or does not adhere to contractual periods or deadlines. In this case, the supplier shall not have an entitlement to remuneration.

10.3 If insolvency proceedings are opened about the assets of the supplier or if the opening of such proceedings is rejected for the lack of assets, LOGICDATA shall be authorised to withdraw from the contract fully or partially unless this contradicts with the applicable regulations of the insolvency law.

11. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY

11.1 Samples, tools, models, drawings, stereotypes and other means provided by LOGICDATA to the supplier for the fulfilment of its contractual obligations shall remain material and intellectual property of LOGICDATA and LOGICDATA may use these as desired. These means may only be used for the execution of LOGICDATA’s orders and may neither be made accessible nor ceded to external third parties without the consent of LOGICDATA. After the order execution, these must be returned to LOGICDATA free of cost.

11.2 The supplier shall be liable to ensure that the samples, trademarks, models, drawings, descriptions and documentations provided by it as well as the delivered machines/systems are free from third-party rights and particularly, that these do not violate industrial property rights of third parties. The delivered product must correspond to legal provisions and official requirements. The supplier shall, in any case, indemnify and hold LOGICDATA harmless from compensation claims of third parties in the event of violations of these rights and provisions.

11.3 Unless agreed otherwise in the individual contract, the supplier shall grant LOGICDATA a non-exclusive, transferable and temporally and spatially unlimited right of use in relation to software and hardware products and the relevant documentation. The right of use shall also include forwarding of the products to customers of LOGICDATA and making of copies, particularly for the purpose of data back-up.

11.4 The supplier must observe confidentiality about all the information, which becomes known to it through LOGICDATA in the course of the order execution.

11.5 The supplier may disclose confidential information exclusively to such employees, external advisers such as lawyers, tax advisers, and auditors, who must get access to this information for achieving the contractual purpose. The supplier must make sure that this confidentiality obligation is imposed in writing on all persons, whom confidential information within the meaning of this regulation is forwarded to. For employees, the confidentiality obligation must be designed such that the obligation is applicable for the employee to the legally permissible extent even after the end of the employment relationship.

11.6 Confidential information shall not include information, which was generally known at the time of signing of this contract, which subsequently became generally known or which was already known by the recipient before the conclusion of this contract.

11.7 Regardless of fault, the supplier must pay LOGICDATA a contractual penalty of EUR 10,000.00 for every individual violation of this confidentiality agreement and of the provisions regarding intellectual property. The right to assert a damage going beyond the contractual penalty shall remain unaffected by this.

12. APPLICABLE LAW AND JURISDICTION

12.1 All disputes from and in connection with this contract, including the question of its valid establishment and its pre-effects and consequences, shall be subject to Austrian law. The applicability of all bi- and multilateral agreements regarding the purchase of movable objects as well as the private international law (IPRG) and particularly the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be explicitly ruled out. This applicable law shall be deemed agreed upon even if the deliveries take place directly from the supplier to foreign countries.

12.2 The exclusive competence of the court that is objectively competent for Graz is agreed upon for all disputes from and in connection with this contract. LOGICDATA shall however be authorised at its own discretion to also file a suit at the general legal domicile of the supplie.

13. INSURANCE

The supplier shall maintain third party liability insurance, insuring personal injuries, material damage and/or financial losses covering all risks, and in any case with an amount of at least EUR 5 million per insured event. These insured amounts must be exclusively reserved for the performance obligations of the supplier vis-à-vis LOGICDATA and may not be impaired through other loss events, which fall within the sphere of responsibility of the supplier. The supplier shall furnish a proof of this insurance at the commencement of the contract by submitting an up-to-date insurance certificate and it shall maintain this insurance in this form and amount during the term of this contract as well as during the legal limitation periods.

14. FINAL PROVISIONS

14.1 There shall be no verbal collateral agreements. All agreements, subsequent changes, additions and collateral agreements must be in written form for them to be valid. This shall also be applicable for the renouncement of the written form requirement. Declarations via e-mail and fax shall meet the written form requirement.

14.2 If some regulations of these GTCP are fully or partially ineffective, this shall not affect the validity of the remaining regulations. An invalid regulation shall be replaced with a valid regulation, which comes closest to the content and purpose of the invalid regulation.

14.3 Supplier has to obey the Statement of Commitment for suppliers and subcontractors issued on the homepage of LOGICDATA (logicdata.net) and shall ensure its implementation.

14.4 The Parties expressly declare their intent to use their best efforts to comply with the following principles with respect to their services of their subcontractors: The parties respect and accept the cultural and social diversity of all nations and societies, support the fundamental right to freedom of association and the right to negotiations for collective bargaining agreements, stand up for the prohibition of any form of forced labour, human trafficking, and slavery, and for the abolition of any exploitation by child labour, they respect the right to adequate salaries, guarantee compliance with the applicable national regulations on working hours, and ensure a safe and healthy working environment for their staff (based on the Universal Declaration of Human Rights). The parties further undertake to take the required measures to avoid actions detrimental to the economy such as bribery and corruption.
April 2018