Terms & Conditions

1. Scope

1.1 These general terms and conditions of business and delivery (hereinafter referred to as “GTC”) form part of the contract concluded between Koschier IT-Outsourcing GmbH (hereinafter referred to as ‘KOSCHIER’) and its clients, customers, and other business partners (hereinafter referred to as “Clients”), unless otherwise agreed in writing. General terms and conditions of the clients or third parties that deviate from these General Terms and Conditions or from special agreements are not binding for KOSCHIER, even if the client refers to them and KOSCHIER has not expressly objected to them in individual cases. Any conflicting general terms and conditions of business and delivery of the client are hereby expressly rejected.

1.2 If, in individual cases, a separate individual agreement deviating from these terms and conditions has been concluded, these terms and conditions shall nevertheless form a subsidiary part of the contract between KOSCHIER and the client for those areas of the legal relationship for which no provisions have been agreed.

1.3 The client accepts these terms and conditions by accepting the goods or services, unless otherwise agreed.

2. Offers, orders, conclusion of contract

2.1 Offers made by KOSCHIER are subject to change without notice, unless KOSCHIER has declared a specific binding period in writing.

2.2 The contract between KOSCHIER and the client is only concluded when KOSCHIER confirms the conclusion of the contract in writing.

2.3 The client must check the content of order confirmations and, if necessary, object immediately, otherwise the content stated in the respective order confirmation shall apply.

2.4 Verbal or telephone assurances made by employees or independent sales representatives of KOSCHIER require written confirmation from KOSCHIER to be valid.

2.5 KOSCHIER is entitled to delegate rights and/or obligations arising from the contract to third parties in whole or in part.

3. Withdrawal from consumer transactions

3.1 In the case of consumer transactions, the provisions of the Consumer Protection Act remain unaffected. Clients who are consumers within the meaning of the Consumer Protection Act may withdraw from a contract concluded by means of distance selling (or a declaration made) within a period of seven working days from receipt of the delivery of the goods ordered. It is sufficient if the declaration of withdrawal is sent within the deadline.

3.2 This right of withdrawal does not apply to contracts for image and image/sound recordings or software, provided that these have been unsealed.

3.4 In the event of withdrawal, a full or partial refund of the purchase price will only be made in exchange for the return of the goods received.

4. Prices

4.1 Prices are quoted exclusive of sales tax and are net ex KOSCHIER's registered office, excluding packaging and shipping costs (e.g., transport, insurance). The customer shall bear the applicable sales tax at the time of performance, other statutory taxes, customs duties, official levies, other fees, costs for transport, freight, packaging, insurance (in particular transport insurance). The same applies to the costs for personnel made available to the client. Unless otherwise agreed, KOSCHIER's price lists valid on the day of service provision shall apply. Prices are therefore based on the cost factors at the time of the offer. A change in cost factors entitles KOSCHIER to adjust prices up to the time of delivery, even after order confirmation.

4.2 Price lists are subject to price changes, errors, and misprints.

4.3 The costs for travel, daily allowances, and accommodation will be invoiced to the client separately according to the applicable rates. Travel time is considered working time, unless a flat rate has been agreed upon.

5. Terms of payment

5.1 Unless otherwise agreed, payment of the invoice amount must be made promptly upon receipt of the invoice, net and without deduction, in cash or free of charge to a KOSCHIER account. Bill of exchange tax, discount and collection charges shall be borne by the business partner. For orders comprising several units, KOSCHIER is entitled to issue an invoice after delivery or performance of each individual unit.

5.2 The client is not entitled to withhold payments due to incomplete delivery, warranty or guarantee claims, or other complaints. The client is not entitled to offset claims of any kind—except for legally established claims—against claims by KOSCHIER.

5.3 Payments made by the customer shall first be credited against interest, expenses, and costs and then against the oldest part of the claims, even if these are based on other contracts. Any contrary designation by the customer shall be invalid.

5.4 If the client defaults on payment, KOSCHIER shall be entitled, after setting a reasonable grace period, to withdraw from the contract and claim damages. In the event that KOSCHIER withdraws from the contract, the client shall not be entitled to demand any other performance from KOSCHIER or claim damages.

6. Interest, default of payment

6.1 Advance payments shall not bear interest. In the event of default of payment, KOSCHIER shall be entitled to charge default interest at a rate of 8 percentage points above the statutory base rate as well as reminder fees in accordance with the valid price list.

6.2 The client undertakes to reimburse KOSCHIER for the actual costs incurred as a result of its default in payment; these include, in particular, the costs of preserving evidence, reminder fees, and reasonable extrajudicial collection costs (including those incurred by collection agencies and/or lawyers), as well as the costs of engaging a credit agency or credit protection association.

6.3 In addition, KOSCHIER is entitled to suspend further deliveries or services in whole or in part until the client has remedied the default, as well as to withdraw from the contract and claim damages without the need to set a grace period. In the case of partial payments, default on an installment payment shall result in forfeiture of the payment deadline.

6.4 In the event that circumstances arise or become apparent after conclusion of the contract which cast doubt on the creditworthiness of the customer in relation to the order amount, KOSCHIER shall be entitled to demand advance payment or the provision of a bank guarantee and, in the event of refusal, to withdraw from the contract without setting a grace period and to claim damages for non-performance. Agreed delivery periods shall be interrupted upon notification of lack of creditworthiness and shall recommence after payment or provision of security.

7. Delivery, delivery dates

7.1 The specified delivery dates are not fixed dates. KOSCHIER is entitled to make partial deliveries. Upon provision (notification) of the delivery/service—at the latest upon handover to the carrier/shipping agent—the risk of performance and price shall pass to the customer. This also applies to free-of-charge deliveries. KOSCHIER is free to choose the type of shipment and the means of transport.

7.2 Upon transfer of risk, the contract is deemed to have been fulfilled by KOSCHIER, which is then only liable for defects in the goods. The goods are generally considered uninsured.

7.3 KOSCHIER is entitled to sell the goods on the buyer's account in the event of default of acceptance by the buyer.

7.4 If a delivery date is exceeded by more than 30 days and a reasonable grace period of at least 30 days set by the customer has subsequently expired, the customer may then withdraw from the contract by registered letter.

7.4 If KOSCHIER is in default of delivery or if delivery becomes impossible for KOSCHIER, compensation for indirect damage and consequential damage is excluded, unless the default or impossibility was caused by gross negligence or intent on the part of KOSCHIER, whereby the burden of proof lies with the customer.

7.5 If the contractually agreed delivery is not available because KOSCHIER has not been supplied by its own suppliers or the stock for delivery is exhausted, KOSCHIER shall be entitled to withdraw from the contract.

7.5 If the contractually agreed delivery is not available because KOSCHIER has not been supplied by its own suppliers or the stock for delivery is exhausted, KOSCHIER is entitled to provide a delivery of equivalent quality and price. If this is not possible, KOSCHIER may withdraw from the contract. In this case, claims for damages by the customer are excluded.

7.6 Unforeseen events such as force majeure, mobilization, war, war-like events or other unrest, transport delays, strikes, or other manufacturing and transport interruptions, as well as other disruptive events, release KOSCHIER from its obligation to deliver or perform on time for the duration of such events, even if they occur during an already existing delay; if they last longer than 60 days, KOSCHIER is entitled to withdraw from the contract in whole or in part. Claims for damages by the customer are also excluded in this case.

7.7 KOSCHIER is entitled to suspend the provision of services in whole or in part, shut down IT systems, interrupt connections, or terminate the contractual relationship with immediate effect if circumstances for which the client is responsible make the provision of further services unreasonable for KOSCHIER, in particular if the client violates contractual agreements or the law when using IT systems. Circumstances for which the client is responsible shall be deemed to exist in particular if

a) the client is in default of payment of the remuneration after a prior reminder setting a grace period of two weeks and threatening to suspend performance,

b) insolvency proceedings are opened against the client's assets (or the initiation of such proceedings is rejected due to lack of assets) or the conditions for this are met,

c) the client does not allow KOSCHIER to carry out necessary maintenance work,

d) the client is responsible for a malfunction of the IT system,

e) the provision of the service becomes impossible or economically unreasonable for other reasons for which KOSCHIER is not responsible, in particular technical reasons.

8. Export deliveries

8.1. Depending on the type of product, KOSCHIER goods may be subject to export or import licenses. The customer acknowledges Austrian, foreign, and international import/export control regulations and restrictions and undertakes to comply with them.

9. Retention of title

9.1 Until full payment has been made (including interest, installation, and other costs), the goods remain the unrestricted property of KOSCHIER. If the customer has concluded several transactions, even if they are spread over time, KOSCHIER shall be entitled, in the event of default in payment under one of these contracts, to demand the surrender and transfer of ownership of the goods by way of security, while maintaining the contract, and to secure these until all claims have been paid in full.

9.2 If the customer defaults on its payment obligations or violates other contractual obligations, KOSCHIER shall be entitled, while maintaining the contracts, to immediately demand the surrender of all goods subject to retention of title and to prohibit their further use. Furthermore, KOSCHIER may demand the transfer by way of security of goods purchased from KOSCHIER, even if they have already been paid for in full, and secure them until all claims have been settled in full. The same applies if bankruptcy or composition proceedings have been opened against the client's assets, if the client has effectively suspended payments to KOSCHIER, or if its creditors approach it for an out-of-court settlement.

9.3 The return of the goods does not in itself constitute a withdrawal from the contract; rather, a separate declaration by KOSCHIER is required for this. The customer shall ensure the proper storage and maintenance (servicing and repair) of the goods subject to retention of title at its own expense. Only dealers authorized by KOSCHIER are permitted to resell goods subject to retention of title.

9.4 The customer hereby assigns to KOSCHIER its claims from the resale of the goods subject to retention of title, including all ancillary rights. The assignment shall be noted in the customer's books. The customer is entitled to collect the claim assigned to KOSCHIER until further notice.

9.5 If the customer defaults on its contractual obligations, it shall, at KOSCHIER's request, disclose its debtors and notify them of the assignment. If necessary, KOSCHIER is entitled to notify them itself. 10. Notice of defects, warranty, and guarantee

10. Notice of defects, warranty, and guarantee

10.1 The customer has at least the following obligations to cooperate:

a) Immediately after receipt of the delivery or partial delivery, thoroughly inspect and test the goods for defects; otherwise, the goods shall be deemed approved.

b) immediately and verifiably contact KOSCHIER if a defect in the goods is discovered;

c) agree with KOSCHIER on how to proceed with the defective goods;

d) in any case: store the goods so that the cause of the defect can be traced.

The obligations to cooperate serve to minimize damage. If the client fails to comply with these obligations to cooperate, the damage incurred shall be borne by the client or KOSCHIER shall be released from any possible liability towards the client.

10.2 Unless expressly agreed otherwise, the warranty period for all goods delivered by KOSCHIER is 12 months. The presumption rule of § 924 ABGB (Austrian Civil Code) is excluded. The existence of the defect at the time of delivery must be proven by the client. Used goods are accepted by the client as inspected, waiving any warranty claims.

10.3 Any claims for damages based on defects shall also expire at the end of the warranty period. A prerequisite for claiming under the warranty is that the customer has fulfilled all obligations arising from the purchase contract in full, including all ancillary fees.

10.4 KOSCHIER is unable to provide a warranty in the event of the use of third-party consumables (in particular toner, drums, etc.), the installation of parts from third parties, and the performance of maintenance and repair work by third parties, unless the customer can prove that the defect is not attributable to this.

10.5 Any specially agreed warranty does not cover lamps, glass parts, assemblies, and parts that are subject to normal wear and tear or must be replaced regularly, nor does it cover defects that are attributable to improper handling or failure to follow the operating instructions.

10.6 The costs for cleaning and maintenance work to be carried out during the warranty or guarantee period shall be borne by the customer.

10.7 All conditions agreed for the assertion of warranty claims shall apply mutatis mutandis to the assertion of guarantee claims. The warranty period or any guarantee period shall commence on the date of delivery of the goods to the customer or on the date of completion of the work to be carried out by KOSCHIER as agreed.

10.8 In the event of a justified warranty or guarantee claim, KOSCHIER shall deliver the missing items or, at its own discretion, repair or replace defective parts or deliver a replacement for the rejected goods. Replaced parts or goods become the property of KOSCHIER. Further claims are excluded.

10.9 The place of performance for the warranty or guarantee claim is the service center specified by KOSCHIER. The costs for travel time shall be borne by the customer.

10.10 The return of rejected goods requires the express prior consent of KOSCHIER and is at the expense and risk of the client. The client's claim to warranty and guarantee by KOSCHIER is only transferable if the client is a dealer authorized by KOSCHIER to resell the goods.

10.11 The written contract or written order confirmation shall be decisive for KOSCHIER's obligation to perform in terms of quality and quantity. However, it is expressly agreed that minor deviations in quantity and quality are expressly permitted. Minor deviations shall in particular include any deviations affecting only 2% of the goods. Furthermore, deviations are insignificant if they do not unreasonably affect the interests of the client.

10.12 The customer is solely responsible for the correct use of the goods delivered by KOSCHIER and for any necessary data backup. There is no guarantee that the goods are suitable for the specific purpose intended by the customer, as KOSCHIER has no influence on how the customer handles the products. Liability for quality assurances, application-related advice, statements regarding the usability of the goods delivered by KOSCHIER for specific purposes of the customer, etc. shall only be assumed if KOSCHIER has expressly declared this in writing.

10.13 If KOSCHIER further processes an item provided by the client, the complaint may only relate to the service provided by KOSCHIER. If the defectiveness of the service was a result of a defective item provided, the client shall not be entitled to any compensation whatsoever. If the technical properties of the material provided deviate from KOSCHIER's specifications, the client shall reimburse KOSCHIER for all additional costs incurred as a result of the absence of the promised properties. KOSCHIER is not obliged to check the usability of the item provided in advance.

11. Liability and compensation

11.1 Unless otherwise stipulated in the contract or in these General Terms and Conditions, KOSCHIER's liability for contractual and statutory claims for damages shall be limited to intent or gross negligence. Liability for slight negligence is excluded. This also applies to damages arising in connection with the support provided to the client by the helpdesk team or KOSCHIER's support staff or during remote maintenance.

11.2 Liability for property damage in accordance with the Product Liability Act is excluded for all companies involved in the manufacture and distribution of the product, unless a consumer suffers the damage. In the event of the resale of a product delivered by KOSCHIER, the client undertakes to transfer this provision to the buyer. Insofar as an exclusion of liability pursuant to § 8 PHG is inadmissible, point 11.1 shall apply mutatis mutandis.

11.3 KOSCHIER shall only be liable for damages for which KOSCHIER is responsible up to the amount of the agreed remuneration.

11.4 If KOSCHIER incurs damage as a result of the client's failure to fulfill its obligations to cooperate, the client shall be liable for this. The burden of proof for the fulfillment of the client's obligations to cooperate shall be borne by the client.

11.5 In the event of non-compliance with any conditions for installation, commissioning, and use or the official approval conditions by the client, any compensation for damages incurred as a result is completely excluded.

11.6 Unless otherwise agreed, the client is obliged to take care of their own data backup and the security of their passwords and encryption keys. KOSCHIER accepts no liability for the loss or alteration of the client's data. KOSCHIER is not liable for damages that may arise from the breach of this obligation. KOSCHIER shall take all technically and economically reasonable measures to protect stored data against unauthorized access. Unless KOSCHIER intentionally or grossly negligently disregards its duty of care, claims for damages resulting from unlawful access to stored data are excluded.

11.7 The client is aware that, due to the technical nature of the Internet and other network services, complete protection against viruses or other harmful programs can never be guaranteed. Such protection cannot and will therefore not be provided by KOSCHIER. KOSCHIER provides the offered service with the utmost care and is therefore only liable for damages caused intentionally or through gross negligence that occur due to viruses, Trojans, spyware, or other harmful programs, or that result from hackers or other unauthorized access to the client's PC.

11.8 In the case of firewalls/VPNs that have been installed and/or operated and/or checked by KOSCHIER, KOSCHIER shall, in principle, proceed with the greatest possible care and in accordance with the current state of the art. However, the client is advised that absolute security and full functionality of firewall systems cannot be guaranteed. KOSCHIER shall not be liable for any disadvantages arising from the circumvention or disabling of firewall systems installed, operated, or checked at the client's premises, unless KOSCHIER can be accused of intent or gross negligence.

KOSCHIER points out that it shall not be liable for application errors on the part of the client, its assistants, and employees, nor for unauthorized modifications to the software or configurations without the consent of KOSCHIER.

12. Copyrights, infringement of third-party property rights

12.1 All rights, in particular those guaranteed by copyright law, are reserved for documents and materials belonging to KOSCHIER's offers and services, such as source codes, computer programs, data, illustrations, drawings, plans, designs, technical descriptions, other documents, etc.

Such documents may not be used by the client without written agreement and/or payment.

12.2 If claims are made against the client by third parties due to the infringement of property rights based on services/goods delivered by KOSCHIER, KOSCHIER shall only be liable if the client has immediately informed KOSCHIER of such claims and has provided KOSCHIER with all necessary information and documents.

12.3 KOSCHIER shall not be liable in any way if the infringement of property rights results from compliance with the specifications provided by the client or if the client, despite being aware of a possible infringement of property rights, continues to infringe without KOSCHIER's consent.

12.4 In the event of an actual or even potential infringement of property rights through the fault of KOSCHIER, KOSCHIER shall be entitled, at its own expense, to either acquire the necessary rights, replace the goods concerned, modify them in such a way as to protect the property rights, or reimburse the value of the goods, taking into account the depreciation value. 13. Materials provided by the client

13.1 KOSCHIER has no obligation to check or warn the client regarding the documents or materials (including data) provided by the client. In particular, KOSCHIER is not liable for defects that are attributable to different software or hardware settings when importing materials provided digitally by the client.

13.2 The documents or materials (including data) provided by the client to KOSCHIER may remain with KOSCHIER for documentation purposes. The client has no claim against KOSCHIER for the return of the documents or materials or the return of a copy; this applies in particular if the documents or materials have been processed by KOSCHIER.

13.3 If KOSCHIER suffers damage as a result of the documents or materials provided by the client (including data, e.g., due to introduced computer viruses), the client shall be liable for this damage.

13. Materials provided by the client

14. Data protection

14.1 The client expressly agrees that their personal data may be electronically recorded, stored, and processed. KOSCHIER is entitled to process the client's traffic data for billing purposes. KOSCHIER is entitled to transfer data necessary for checking the client's creditworthiness and for collecting claims to credit agencies, banks, legally recognized creditor protection institutions, lawyers, and courts. In addition, the data may be transferred for the purpose of credit checks until revoked by the client.

14.2 KOSCHIER is not obliged to check the admissibility of the data processing commissioned or carried out by the client in terms of data protection regulations. The admissibility of the transfer of personal data to KOSCHIER and the processing of such data by KOSCHIER must be ensured by the client.

14.3 In accordance with the GDPR, KOSCHIER concludes a data processing agreement (DPA) with each customer.

15. Confidentiality

15.1 Each contracting party undertakes to treat as confidential all trade secrets disclosed to it by the other party in connection with this contract and its implementation (this applies in particular to information designated as confidential) and not to make them accessible to third parties, unless they are generally known or were already known to the recipient without any obligation of confidentiality, or disclosed or provided to the recipient by a third party without any obligation of confidentiality, or demonstrably developed independently by the recipient, or required to be disclosed on the basis of a legally binding official or judicial decision.

15.2 Subcontractors associated with KOSCHIER shall not be considered third parties insofar as they are subject to a confidentiality obligation corresponding to the content of this clause.

16. Final provisions

16.1 The client agrees to receive advertising, newsletters, and other information by email. The client agrees that KOSCHIER may use the client's data for support and internal marketing purposes. This consent is revocable.

16.2 The client agrees to be listed on KOSCHIER's reference lists with their name, contact details, and logo.

16.3 Austrian law applies exclusively. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. The exclusive place of jurisdiction is the court with subject-matter and local jurisdiction for Vienna Innere Stadt, provided that enforcement of the judgment/decision of the above-agreed court is possible in the country in which the client is based.

16.4 Should any clause of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions. Any invalid provisions shall be replaced by valid provisions that come closest to the intended economic purpose.