General Terms and Conditions
Application, Conclusion of contract
GPIXS GmbH (hereinafter referred to as "GPIXS") performs its services solely in accordance with the following General Terms and Conditions. They likewise apply to all future business relationships, even if not expressly referred to. The customer expressly declares to have accepted these GTC as legally binding such that they comprise a part of the contract.
Side agreements, reservations, amendments or supplements to these General Terms and Conditions must be in writing to be effective. This also applies to the waiver of this condition.
All declarations of a legally binding nature on the basis of this contract must be submitted in writing to the last address provided by the other respective party in writing. If a declaration is submitted to the address which was last provided in writing, it will be deemed received by the respective party.
Standard business terms of the customer are not accepted unless otherwise specifically agreed in writing on a case-by-case basis. No specific objection on the part of GPIXS to the customer's standard business terms is required. In the event that individual provisions of these General Terms and Conditions are or become ineffective, such will not affect the effectiveness of the remaining provisions and contracts concluded on the basis thereof. Any such ineffective provision is to be replaced with an effective provision which comes closest to its meaning and purpose.
GPIXS is entitled to amend these Terms and Conditions at any time. GPIXS will inform the customer about any such amendments by sending the amended Terms and Conditions to the address which was last provided in writing. Amendments to the Terms and Conditions entitle the customer to terminate the contractual relationship within a period of one month upon the written notification by registered post. If the customer does not terminate within this period, the customer is deemed to have agreed to the amended General Terms and Conditions.
To the extent that no commitment period is indicated on an offer or cost estimate, it is subject to change and non-binding. All offers and cost estimates are in Euro net of VAT based on the current wage and material costs. Prices are subject to change.
A contract is concluded upon GPIXS' acceptance of the offer and is subject to the provisions of these General Terms and Conditions.
- 2. Scope of work, Performance and Customer's obligation to cooperate
The extent of services to be performed is determined by the service description in an offer or an order confirmation by GPIXS. Subsequent amendments to the scope of work require the written consent of GPIXS. Within the scope of the specifications provided by the customer, GPIXS may decide how to execute the order at its discretion.
All work performed by GPIXS must be reviewed by the customer. Unless otherwise stipulated in the contract, acceptance on the part of the customer is to be effected in writing within five days upon receipt of the work.
The customer will provide GPIXS with final versions of all information and documents necessary for the performance of work, well-ordered and reviewed, on appropriate data storage media on a timely basis. The customer will inform GPIXS of any circumstances that are relevant for the execution of an order, even if they only become known during the execution of the order. The customer bears all expenses incurred in the event GPIXS had to repeat or delay work due to incorrect, incomplete or subsequently changed information provided by the customer. Any additional expenses are charged per hour.
The customer is further obliged to check the documents provided for the execution of an order (photos, logos, etc.) for any copyright, trademark or other third-party rights. GPIXS does not assume liability for infringement of such rights. If a claim is asserted against GPIXS for such an infringement, the customer will indemnify GPIXS; the customer must reimburse it for all losses arising from third-party claims.
- 3. External services / Commissioning third parties
GPIXS is entitled at its discretion to perform services itself, to commission third parties as agents to perform contractual services and/or to substitute such services ("external service").
Commissioning third parties to perform an external service is effected either in the name of GPIXS or in the name of the customer. GPIXS will select any such third party carefully and ensure that it has the necessary professional qualification.
- 4. Deadlines
Dates indicated for delivery or performance are only approximate and non-binding unless we have agreed to them as binding. Binding agreements on dates must be recorded in writing and/or confirmed by GPIXS in writing. Agreed production periods start upon release of the concept and upon the complete handover of all materials in the agreed form by the customer. In the case of delays related to the foregoing, GPIXS is no longer bound by the period that was originally agreed.
If the delivery/performance of GPIXS is delayed for reasons for which it is not responsible, such as events of force majeure and other unforeseeable events that cannot be prevented by reasonable means, the performance obligations are suspended for the duration and to the extent of the obstruction and the periods are extended accordingly.
If GPIXS is in default, the customer may only withdraw from the contract after setting a reasonable grace period of at least 14 days and this period must have passed without result. Claims from the customer for damages due to lack of performance or default in payment are excluded, except in cases of intent or gross negligence.
- 5. Early dissolution
GPIXS is entitled to dissolve the contract for good cause without notice. Cause is particularly given if
a) The performance of the service becomes impossible due to reasons for which the customer is responsible or is further delayed despite a grace period of 14 days.
b) The customer continues to breach major obligations under this contract such as payment of an invoice after it has come due or its duties to cooperate, particularly those set out in Section 2.3, despite a grace period of 14 days.
c) There is legitimate doubt concerning the creditworthiness of the customer and the latter neither makes an advance payment upon request of GPIXS nor provides a suitable security prior to performance by GPIXS.
d) Bankruptcy or composition proceedings have been initiated concerning the assets of the customer or an application to initiate such proceedings has been rejected due to lack of cost-covering assets or if the customer suspends all payments.
- 6. Fees
Unless otherwise agreed, GPIXS is entitled to fees for each service once it has been provided. The so-called set-up fee is to be paid immediately after signing an offer confirmation without any deduction.
The fees are net fees plus VAT in the statutory amount.
All services of GPIXS which are not expressly covered by the agreed fees are invoiced separately.
GPIXS charges fees in the agreed amount for all work performed by GPIXS that is not implemented by the customer for whatever reason. Application of the provisions concerning set-offs contained in § 1168 Austrian Civil Code (AGBG) is excluded.
Agreed fees include a single correction run on the part of GPIXS upon completion of the test version. This will be performed following acceptance testing by the customer. As part of this process, the customer will create a written correction list which will serve as the agreed basis for corrections. It is well-understood by the parties that this includes only text corrections or minor layout corrections. Should the changes requested exceed this scope (change request), GPIXS will charge these services on a time basis. GPIXS is obliged to provide the corresponding cost estimate to the customer.
Services on location (programming, training, kick-off, etc.) are charged according to actual expenditure plus travel time. In case of travel of more than 20 km one way, mileage costs will also be charged according to the official kilometer allowance.
- 7. Payment
Fees are immediately due without deduction upon receipt of an invoice unless special payment conditions are agreed in writing in exceptional cases. This also applies to the further charging of other expenses. The customer gains rights to use and exploit work of GPIXS only after fees and other charges have been fully paid.
If the customer is in default of payment, statutory default interest will apply in the amount which is applicable for commercial transactions. In the case of default in payment, the customer is further obliged to reimburse GPIXS for dunning and collection fees to the extent that such are necessary for appropriate enforcement measures. This also includes the expenses for two dunning letters at the customary market rates as well as a dunning letter from a lawyer commissioned for collection. This is without prejudice to the right to assert further rights and claims.