1. Scope of application
These General Terms and Conditions of Business shall apply to all services and deliveries of Chipfactory GmbH (= Contractor), so far the Contracting parties didn’t expressly agreed specifically and written an other agreement. The validity of the General Terms and Conditions of Business can only be excluded or restricted by means of an explicit agreement in individual cases. The general terms and conditions also apply if the customer refers to his own terms and conditions. The contractual form sheets, general terms and conditions or the like used by the customer shall be invalid. Conflicting or deviating terms of the client shall not apply, even if these remain unquestioned or are accepted without reservation in knowledge of such conditions of the Contractor. Deviations from these general terms and conditions, including deviations from the written form requirement, require the written form to be effective. The terms and conditions apply equally to consumers as well as to entrepreneurs within the meaning of the UGB (Austrian Commercial Code).
2. Contractual components, conclusion of contract
2.1 In addition to these General Terms and Conditions of Contract, the contractor shall also offer the customer. Verbal collateral agreements do not exist.
2.2 The offers of the Contractor are in principle without obligation, unless otherwise agreed in detail. The contract is only then concluded as legally binding if the Contractor has given a written order confirmation after receipt of an order. The Contractor shall provide the services to the extent of the order accepted by him.
3. Prices, accounting and maturity
3.1 The purchase price is flat-rate for a contrary agreement. However, the Contractor is entitled to make an invoice according to the actual expenses, if a change in the amount is required due to changes. For each working hour, including travel times, we charge € 100.- net. A started hour will be account as a foll hour.
3.2 The Contractor’s wage claim shall be concluded upon conclusion of the agreement and is payabel this date. If the customer is in arrears with the payment, the Contractor shall be entitled to withhold the car assigned by the customer. The performance will only take place once the claims of the Contractor have been fully paid. All costs of the handling of claims shall be borne by the Customer. In case of default of the customer with the payment an interest rate of 12% pA is agreed.
4.1 Unless otherwise agreed in writing, all dates are non-binding. Liability for damages caused by the delay of the customer shall be excluded.
5. Test and warning / concerns
5.1 The obligation to investigate defective goods delivery in accordance with Art. Section 377 of the Austrian Commercial Code (UGB) is expressly revised. In the event of the detection of any defects, the customer shall at all events be given a six-week deadline for making a complaint.
5.2 The Contractor is not obliged to inspect the vehicle or other contributions made by the customer. The customer is obliged to inform the Contractor of all relevant circumstances.
6.1 The customer must immediately take over the vehicle after the completion has been indicated. In case of non-acceptance, the contractor is entitled to charge EUR 25, – per day as a stand fee. The customer is obliged to inspect the vehicle at the time of the takeover, as well as to report any defects without delay. Liability for defects resulting from violation of the obligation to notify is excluded.
7. Warranty and compensation
7.1 Liability for damage caused by slight negligence on the part of the Contractor’s employees is excluded.
7.2 Liability for damage to the motor vehicle of the customer is excluded. If the installation of the tuning chip / the software change does not take account of the warranty and guarantees granted by the manufacturer, the Contractor is not liable.
7.3 The Contractor shall be released from his warranty and liability for damages, in respect of the defect if the customer is unable to prove that (i) the Contractor could have recognized the defect by observing due diligence; or (ii) he / she failed to comply with all warnings and expressed concerns expressed by the Contractor has taken into account.
7.4 The warranty period within any warranty claims must be asserted in two months, unless otherwise agreed, beginning with the date of the takeover.
7.5 The Customer shall promptly notify the Contractor in writing of any defect that may have occurred, in the event of any other loss of any claims for damages or damages, and to grant the Contractor an appropriate period to remedy the defect. Only after the expiry of this period, which may not be less than twenty days from the receipt of the notification of the damage to the Contractor, the customer may use the guarantee exchange, price reduction or conversion in accordance with statutory provisions (§§ 922 ABGB); The substitution threat. If, within 14 days after the threat of the replacement has occurred, the customer is not entitled to remedy a defect which is demonstrable by him, the customer is entitled to order a third party to remedy the defect at reasonable, customary market costs. Any claims arising from warranty and damages against the Contractor shall be excluded in this case, unless the customer proves that the defect or damage is not attributable to the services rendered by a third party.
7.6 In the case of claims for damages due to a defect existing during the takeover, the burden of proof for the fault shall be incumbent on the customer after expiry of the warranty period.
8.1 Liability for slight negligence is excluded. The Contractor shall in any case not be liable to the customer for lost profits.
8.2 If the contractor carries out a test drive with the vehicle of the customer in the course of his contract fulfillment, he will not be liable for damage to the vehicle resulting from this test ride.
8.3 No liability whatsoever is assumed for achievement of performance targets (PS, consumption, etc …), the agreed values are indicative values.
9.1 In the case of a withdrawal not for which the Contractor is responsible, all services already rendered by the Contractor shall be settled and settled. Claims for compensation due to non-fulfillment are reserved.
10.1 All products delivered and used by the contractor, such as software, hardware of control devices, but also the design of the logo and the mailing envelope, must neither be copied nor copied. This will result in a penalty of EUR 20,000.-.
11. Jurisdiction and applicable law
11.1 This Agreement shall be governed by Austrian law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and non-compulsory reference standards.
11.2 For all disputes arising from or in connection with this contract, the exclusive jurisdiction of the competent court of jurisdiction for the first district of Vienna shall be agreed.
12. Final provisions
12.1 Amendments and additions to this contract shall be legally binding in writing. This also applies to a possible departure from this document requirement.
12.2 Any claims by the customer can not be offset against claims of the Contractor from this contract, except in the case of claims which have already been legally established by a court of law or have been acknowledged by the Contractor in writing.
12.3 Should individual provisions of this contract be or become invalid in whole or in part, this shall not affect the validity of the remaining contract. The invalid provision shall be replaced by a new provision as close as possible to the economic purpose of this provision.
12.4 The parts delivered by the Contractor remain the property of the Contractor up to their complete payment.