Feb­ru­ary 11, 2015

for

Nex­pe­rion e.U. — Solu­tions for Elec­tron Microscopy (Dr. Guenter Resch)
Mat­tiel­lis­trasse 3/17
A-1040 Vienna
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(here­inafter abbre­vi­ated as: Nex­pe­rion)

1. Object and Area of Appli­ca­tion

1.1. For all present and future sup­plies and other ser­vices that Nex­pe­rion pro­vides its cus­tomers in the con­text of its inter­net ser­vices under the domain www.nexperion.net, www.nexperion.eu and www.nexperion.at) and/or on the basis of tele­phone and/or writ­ten and/or per­sonal orders (here­inafter abbre­vi­ated as: Ser­vices), solely the fol­low­ing Gen­eral Terms and Con­di­tions (GTC) shall apply in the present ver­sion. Any­thing to the con­trary only applies if this is agreed in writ­ing between Nex­pe­rion and the Cus­tomer.

1.2. The present ver­sion of these Terms and Con­di­tions can be accessed any­time under www.nexperion.net/terms and stored. The Cus­tomer (here­inafter referred to as: the Entre­pre­neur) declares that he shall use the ser­vices of Nex­pe­rion solely in his capac­ity as Entre­pre­neur. Pri­vate gen­eral con­di­tions or gen­eral con­di­tions devi­at­ing from those of Nex­pe­rion for the present legal trans­ac­tion and the entire busi­ness rela­tion­ship with Nex­pe­rion are explic­itly ruled out.

1.3. All offers of Nex­pe­rion are non-binding.

2. Con­clu­sion of Con­tract

2.1. The ser­vices offered by Nex­pe­rion are a request of Nex­pe­rion to the Entre­pre­neur to pro­vide a bind­ing quo­ta­tion for the goods and ser­vices offered by Nex­pe­rion. The Entre­pre­neur makes such a bind­ing offer in the form of his offer. A con­tract between the Entre­pre­neur and Nex­pe­rion is only estab­lished at such time as Nex­pe­rion has accepted said offer.

2.2. Should Nex­pe­rion have made a writ­ten offer the con­tract only comes into effect after the Entre­pre­neur has accepted the offer within the accep­tance period.

2.3. Nex­pe­rion is autho­rised to have the offered ser­vices car­ried out by third par­ties. No oblig­a­tion exists to inform the Entre­pre­neur about this sit­u­a­tion.

2.4. With the con­clu­sion of the con­tract the Entre­pre­neur declares that he is will­ing to be named by Nex­pe­rion includ­ing logo as ref­er­ence, includ­ing online.

3. Prices and Terms of Pay­ment

3.1. All prices spec­i­fied by Nex­pe­rion are under­stood — inso­far as noth­ing to the con­trary is stated — to be exclu­sive of deliv­ery costs, exclu­sive of duties and exclu­sive of the legally applic­a­ble VAT or other charges.

3.2. The invoice amounts are payable with­out deduc­tion within 14 days after receipt of the order. Pay­ment is only con­sid­ered to have been made with the irrev­o­ca­ble credit in the account of Nex­pe­rion. In case of arrears, arrears inter­est shall be agreed upon in the amount of 9.2% above the basic inter­est rate.

3.3. Inso­far as noth­ing has been agreed to the con­trary, upon grant­ing of the order a down pay­ment of 30% of the order is payable. When Nex­pe­rion declares that the ser­vice has been com­pleted, another 50% of the pay­ment amount shall be payable, and upon suc­cess­ful accep­tance by the Entre­pre­neur the remain­ing 20% of the order amount shall be payable.

3.4. Nex­pe­rion is autho­rised to also issue inter­me­di­ate invoices includ­ing for work not yet com­pleted.

3.5. If pay­ment is not made before the dead­line, pay­ment reminder fees in the amount of € 12 per reminder and col­lec­tion fees in the amount of € 150.00 shall be payable. Com­menc­ing upon pay­ment arrears of 14 days Nex­pe­rion is autho­rised to ter­mi­nate all ser­vices.

3.6. The goods remain the prop­erty of Nex­pe­rion until pay­ment in full. A set-off of the Entre­pre­neur against a claim vis-a-vis Nex­pe­rion is ruled out, inso­far as the claim has not been legally estab­lished.

3.7. For the cal­cu­la­tion of the prices, in each instance the prices valid on the day of deliv­ery apply. The costs of travel, daily fees and overnight accom­mo­da­tion shall be invoiced to the Entre­pre­neur sep­a­rately accord­ing to the presently applic­a­ble prin­ci­ples. Travel time is con­sid­ered work­ing hours.

4. Events

4.1. The fol­low­ing shall apply for events (not an exhaus­tive list: train­ings, sem­i­nars, meet­ings, train­ing ses­sions) offered by Nex­pe­rion:

4.2. The total fee for the event is due upon reg­is­tra­tion.

4.3. Nex­pe­rion is free to replace announced speak­ers at its dis­cre­tion if the speaker is unable to attend respec­tively switch announced study mate­ri­als. Nex­pe­rion is not respon­si­ble for the avail­abil­ity or qual­ity of work mate­ri­als.

4.4. The Entre­pre­neur acknowl­edges that pho­tographs are pro­duced at events of Nex­pe­rion. The Entre­pre­neur agrees that Nex­pe­rion uses these pho­tographs in any kind. If the Entre­pre­neur sends a third party to an event of Nex­pe­rion the Entre­pre­neur is obliged to gain a dec­la­ra­tion of approval of the third party. The Entre­pre­neur will indem­nify and hold Nex­pe­rion harm­less in respect of legal pro­ceed­ings and claims of the third party.

5. Ser­vices

5.1 In case of pay­ment arrears of more than 14 days, Nex­pe­rion is autho­rised to ter­mi­nate the ser­vices (includ­ing repeated ones) and to effect a block­age until the total open bal­ance (minus reminder and col­lec­tion fees) has been paid.

5.2. In case of the ter­mi­na­tion of the con­tract on the day after the end of the con­tract or con­tract ful­fil­ment all data on the Entre­pre­neur shall be deleted imme­di­ately.

5.3. The Entre­pre­neur under­takes to pro­vide all work mate­ri­als nec­es­sary for the ful­fil­ment of the ser­vices (not listed exhaus­tively: lab­o­ra­tory facil­i­ties, devices, reagents, soft­ware and con­sumer mate­ri­als) free of charge, in suf­fi­cient quan­ti­ties and in func­tion­ally ready con­di­tion. The Entre­pre­neur is liable for all delays that may result from defec­tive or insuf­fi­ciently avail­able work mate­ri­als. In addi­tion the Entre­pre­neur shall see to it that any soft­ware from third par­ties to be used, installed or cal­i­brated is avail­able and suf­fi­ciently licensed.

5.4. The Entre­pre­neur is respon­si­ble to ensure that only suit­ably trained per­sons acquainted with the nec­es­sary local safety reg­u­la­tions as well as suf­fi­ciently insured per­sons par­tic­i­pate in courses, train­ing or work­shops of Nex­pe­rion. The Entre­pre­neur is liable for all loss that may result from a vio­la­tion of this oblig­a­tion.

6. Guar­an­tee

6.1. Nex­pe­rion is not liable to ensure that the ser­vices are suit­able for a spe­cific pur­pose which is not specif­i­cally stated or that they gen­er­ate a spe­cific return.

6.2. It is agreed that the Entre­pre­neur must legally enforce his right to a guar­an­tee with regard to move­able and immove­able goods in the sense of § 933 Aus­trian Gen­eral Civil Code (ABGB) within six months.

6.3. The Entre­pre­neur must exam­ine the goods and make any claims con­cern­ing defects (§ 377 Aus­trian Com­mer­cial Code (UGB)) with­out delay.

6.4. Should the Entre­pre­neur or a third party change or process per­for­mance or work results of Nex­pe­rion, all guar­an­tee oblig­a­tions on the part of Nex­pe­rion shall lapse.

7. Intel­lec­tual Prop­erty Rights

7.1. “Work results” in the sense of these Gen­eral Con­di­tions include all results achieved by Nex­pe­rion or a com­pany con­tracted by Nex­pe­rion in asso­ci­a­tion with the ser­vice, irre­spec­tive of whether they are reg­is­tered or not. In par­tic­u­lar, the fol­low­ing (not exhaus­tively listed) items are con­sid­ered to be work results: soft­ware, data­bases, pre­sen­ta­tion mate­ri­als, graphs, designs, texts, pho­tos (ana­logue and dig­i­tal), pro­grams, sam­ples, drafts, mod­els, prod­uct draw­ings, names, prod­uct forms, draw­ings, logos, publisher’s marks, labels and audio­vi­sual work.

7.2. The Entre­pre­neur declares that all work results devel­oped by Nex­pe­rion are works in the sense of copy­right. All rights to the work results accrue solely to Nex­pe­rion.

7.3. Nex­pe­rion shall give the Entre­pre­neur the sim­ple, non-exclusive, not sub­li­censed and non-transferable right to use the work results in the con­text of the ordi­nary busi­ness oper­a­tions of the Entre­pre­neur. The Entre­pre­neur under­takes to refrain from releas­ing work results to third par­ties.

7.4. This does not prej­u­dice the right of the Entre­pre­neur to pro­duce a backup copy of work results.

8. Lia­bil­ity

8.1. The lia­bil­ity of Nex­pe­rion is ruled out, unless loss was caused inten­tion­ally or in a con­text of gross neg­li­gence. This does not apply to injury to life or health of a per­son.

8.2. Claims for dam­ages against Nex­pe­rion are also lim­ited to the order value.

8.3. Claims for dam­ages based on data loss, erro­neous or faulty secu­rity mea­sures (for exam­ple, but not listed exhaus­tively: hard disk images, fire­walls, back­ups), pro­duc­tion loss or income loss are also ruled out.

9. Data Pro­tec­tion

9.1. All data that the Entre­pre­neur pro­vides to Nex­pe­rion shall be stored and utilised in a com­put­erised man­ner by Nex­pe­rion solely for the devel­op­ment of the con­trac­tual rela­tion­ship and the ful­fil­ment of future con­tracts. Any use going beyond this may only take place after the autho­ri­sa­tion of the Entre­pre­neur. This autho­ri­sa­tion may be revoked at any time. An auto­matic dele­tion of invoice data takes place after seven years, inso­far as no imper­a­tive law stip­u­la­tions rule out said dele­tion.

10. Juris­dic­tion and Place of Ful­fil­ment

10.1. Inso­far as autho­rised, Aus­trian law applies, with the exclu­sion of the CISG (UN Con­ven­tion on Con­tracts for the Inter­na­tional Sale of Goods). For the Entre­pre­neur, the place of juris­dic­tion is the fac­tu­ally and locally respon­si­ble Court for Vienna.

11. Mis­cel­la­neous

11.1. Should indi­vid­ual pro­vi­sions of these Gen­eral Terms and Con­di­tions be or become inef­fec­tive, unen­force­able and/or invalid, this shall not result in the over­all Gen­eral Terms and Con­di­tions becom­ing inef­fec­tive, unen­force­able or invalid. In such a case the par­ties under­take to replace the inef­fec­tive, unen­force­able and/or invalid pro­vi­sions with pro­vi­sions that come as close as pos­si­ble to the eco­nomic pur­port of the inef­fec­tive, unen­force­able and/or invalid pro­vi­sions.

11.2. These gen­eral terms and con­di­tions as well as all deliv­ery and pay­ment terms also apply for all later con­tracts and deliv­er­ies with the Entre­pre­neur includ­ing if Nex­pe­rion does not specif­i­cally refer to these pro­vi­sions in asso­ci­a­tion with later deliv­er­ies.

11.3. Oral changes and addi­tions to the agree­ment between Nex­pe­rion and the Entre­pre­neur must be con­firmed in writ­ing to be effec­tive. This also applies to the dis­missal of the require­ment of writ­ten form.

11.4. The Entre­pre­neur under­takes to imme­di­ately inform Nex­pe­rion of data changes (name, address, email address).

11.5. Should these gen­eral terms and con­di­tions exist in a lan­guage other than Ger­man, the Ger­man ver­sion shall apply.

Down­load

Ver­sions of the Gen­eral Terms and Con­di­tions in Ger­man and Eng­lish are avail­able for down­load.

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