General terms and conditions of bit media as PDF
General Terms and Conditions of bit media education solutions GmbH
All services and deliveries of goods by bit media education solutions GmbH („bit media“) shall be performed exclusively on the basis of the following General Terms and Conditions (GTC).
These General Terms and Conditions shall also apply to future business transactions between the contractual partners, even if no further reference is made to them when a contract is concluded in the future. General terms and conditions of the customer shall only apply if bit media has expressly submitted to them in writing.
2 Period of validity of offers
The validity period of offers is 6 weeks, unless otherwise specified in the individual offer.
The possibility of changing prices according to 7.1 or passing on exchange rate fluctuations according to 7.4 shall remain unaffected.
3 Conclusion of contract
All orders and agreements shall only be legally binding if they have been signed by bit media in writing and in accordance with the company’s specifications and shall only be binding to the extent specified in the orders and agreements.
bit media shall be entitled to entrust subcontractors with the fulfillment of its contractual obligations. The position of bit media as a contractual partner shall remain unaffected by this.
5.1 Changes in the person of the customer
The Customer shall immediately notify bit media of any change in his name, his company name, his legal form, his address (relocation of the registered office), his company register number as well as his VAT number.
5.2 Prohibition of assignment
Any assignment of claims of the customer against bit media to third parties shall be excluded. This shall apply in particular to claims arising from or in connection with an offer/contract as well as claims arising from tort. The judicial assertion of aforementioned claims of the customer by third parties in their own name shall also be inadmissible.
The customer is responsible for obtaining any necessary permits, licenses or other official approvals, as well as for obtaining the consent of third parties.
If such approvals are not obtained in due time, the delivery time shall be extended accordingly in accordance with item 9.
All fees, taxes, duties and other costs arising from the contractual relationship shall be borne by the customer.
6 Security deposit
6.1 Security deposit
bit media shall be entitled to make the conclusion of the contract dependent on a security deposit of the customer in the form of an abstract bank guarantee of a credit institution licensed in the European Union, which has at least one branch in Austria at the expense of the customer, or an advance payment in order to secure the compliance with the contractual obligations.
bit media shall return the security deposit without culpable delay or set it off against payment obligations as soon as the prerequisites for the security deposit have ceased to apply.
bit media is authorized to check all information provided by the customer as well as the customer’s creditworthiness and also to obtain credit information.
7 Prices, taxes and fees
The prices stated in the order confirmation or, in the absence thereof, in the offer or order form shall apply. All prices are net, ex company headquarters Graz/Vienna, without packaging, loading, delivery and freight charges or taxes and fees for delivery in euros, unless expressly agreed otherwise. They shall only apply to the respective current order. bit media shall be entitled to issue partial invoices after the provision of partial services / partial projects, which were offered as such, stating the price share attributable to them.
If price changes occur which cannot be influenced by bit media, such as, in particular, price changes by subcontractors, suppliers, changes in the law, exchange rate fluctuations, which have an effect on the services rendered by bit media, bit media shall be entitled to adjust the prices accordingly.
7.2 Travel expenses
The costs for travel, daily and overnight allowances shall be invoiced to the customer separately, according to the respective valid rates. Travel times are considered working time.
Additionally performed services that are not part of a written order shall be charged according to bit media’s hourly rates in effect at the time the service is rendered. Point 7.2 shall apply analogously.
7.4 Exchange rate
In the event of an additional purchase of goods or services from foreign currency countries, the purchase prices are calculated using the current exchange rate at the time the offer is submitted. Changes in the exchange rate (foreign exchange selling rate) in either direction at the time of invoicing by the upstream supplier or subcontractor will be passed on to the customer. For invoicing purposes, the bank fixing of Bank Austria AG calculated for the day of invoicing (foreign exchange selling rate) shall be used as the effective conversion rate.
8 Duty to cooperate
The Client acknowledges that bit media is dependent on the comprehensive cooperation of the Client for the successful and timely performance of the services incumbent upon it.
Notwithstanding the individual duties of the customer to cooperate agreed upon between the parties, the customer shall therefore be obligated to support bit media to the best possible extent necessary for the respective performance of services and to create in its sphere of operation all prerequisites necessary for the proper execution of the contract in a timely manner. The client shall be obligated to ensure that bit media is provided with all documents necessary for the execution of the order in a timely manner upon initial request, even without special request, and that bit media is informed of all processes and circumstances that may be of significance for the execution of the order without being requested to do so. This shall also apply to the documents, processes and circumstances which only become known to him during the execution of the order by bit media. In particular, the customer shall undertake to provide, free of charge, all premises, materials and infrastructure services required for the proper performance of services by bit media in a timely and complete manner. For the integration of hardware, software and service to possibly already existing systems, it shall be necessary that the customer provides all necessary prerequisites for a proper use (such as: necessary premises, hardware, air conditioning) with the agreed equipment at the state of the art in due time. Delays caused by violations of the obligations to provide information and to cooperate shall be borne by the customer. Agreed completion or performance deadlines shall be extended accordingly. Any resulting downtimes and additional expenses shall be borne by the customer.
9.1 Delivery date
The agreed delivery period shall commence on the latest of the following dates:
a) Date of order confirmation.
b) Date of fulfillment of all technical, commercial and other requirements incumbent upon the customer.
c) Date on which bit media receives a payment or security to be made before delivery of the goods.
bit media shall also be entitled to make and charge partial or advance deliveries.
9.2 Force majeure
If unforeseeable circumstances or circumstances independent of the will of the parties occur, such as, for example, all cases of force majeure, which impede compliance with the agreed delivery period, the latter shall be extended in any case by the duration of these circumstances; this shall also include labor disputes as well as the failure of an essential supplier who is difficult to replace and the failure of infrastructure. These aforementioned circumstances shall also entitle to an extension of the delivery period if they occur at bit media’s suppliers or subcontractors.
The scope of services results either from the description in the
order confirmation or in the offer or from the specifications.
The offer shall become the subject matter of the contract through the written order or order confirmation. Change requests made by the customer after this point in time can be agreed upon in writing in agreement with bit media and the customer with separate invoicing.
10.2 Requirements specification
In the event that a written specification of services (project description) is worked out with the customer on the basis of documents and information provided by bit media, the customer undertakes to check this specification of services for correctness and completeness and to confirm it with a company drawing. The performance specification shall become the subject matter of the contract, subsequent change requests shall be understood as contract amendments. They require the written form and cause changes regarding the price and delivery conditions. The targeted fulfillment dates can only be met if the customer duly provides all necessary work and documents on the dates specified by bit media, in particular in accordance with the performance description accepted by him in this performance specification.
Upon first use of the delivered goods and rendered services in real operation by the customer, the delivery or service shall be deemed accepted.
If the order can be divided into partial sections, partial acceptances are permissible.
If bit media is a supplier of goods and not an integrator of the same, the delivered goods shall be deemed to have been accepted by bit media after delivery, even if they have not yet been installed by the responsible integrator.
12 Transfer of risk and place of performance
Use and risks shall pass to the customer upon departure of the delivery in accordance with 7.1, irrespective of the price agreed for the delivery. This shall also apply if the delivery is made within the scope of an assembly or if the transport is carried out or organized by bit media.
The shipment of program carriers, documentation and service descriptions is at the risk of the customer.
The exclusive place of performance is Graz.
13.1 Terms of payment
Unless payment terms have been agreed, the invoice amount is due 14 days after invoicing.
Payments shall be made in cash without any deduction free bit media’s payment office in the agreed currency. Payment by check or bill of exchange shall be accepted by bit media. All interest and expenses in connection therewith (such as collection and discount charges) shall be borne by the customer. In the case of partial settlements, the corresponding partial payments shall be due upon receipt of the respective invoice. This shall also apply to offsetting amounts arising from subsequent deliveries or other agreements in excess of the original final amount, irrespective of the payment terms agreed for the main delivery.
A payment shall be deemed to have been made on the day on which bit media can dispose of it.
13.2 Default of payment
If the Customer is in default with an agreed payment or other performance arising from this or other transactions, bit media may, without prejudice to its other rights
a) postpone the fulfillment of its own obligations until such payment or other performance has been effected and claim a reasonable extension of the delivery period,
b) make all outstanding claims from this or other business due and charge interest on these amounts from the respective due date at the rate of 12% p.a., unless bit media proves costs exceeding this.
Non-compliance with the agreed payments entitles bit media to stop work still in progress and to withdraw from the contract. All associated costs and damages shall be borne by the customer.
14 Retention of title
Delivered and sold goods shall remain the unrestricted property of bit media until full payment of all claims arising or arising from the business relationship. With full acquisition of program carriers, the customer shall acquire the rights of use specified in the license agreement.
The customer shall store the reserved goods with commercial care and insure them adequately against fire, water, theft and other risks of damage at its own expense. The customer
Version: October 2022 bit media education solutions GmbH, Kaerntner Strasse 337, 8054 Graz, Austria
General terms and conditions
shall already assign its corresponding claims from the insurance contracts to bit media upon conclusion of this agreement. bit media shall accept the assignment.
In case of qualified default of payment, expected suspension of payments or other behavior contrary to the contract, bit media shall be entitled to take back the reserved goods at the expense of the customer or to demand the assignment of the customer’s claims for surrender against third parties concerning the reserved goods; if necessary, to realize them and to satisfy the open claims from the proceeds. In the case of this right to take back, bit media shall also be entitled to collect the reserved goods still in the possession of the Customer. For this reason, bit media’s employees shall be allowed access to the business premises during office hours, even without registration.
Before complete payment of the claim, the customer shall be prohibited from selling, pledging, assigning by way of security or granting third parties other rights to the goods. The customer shall immediately notify bit media of any execution measures and other third party accesses to the goods subject to bit media’s retention of title which impair bit media’s legal position. The customer shall immediately object to such measures with reference to bit media’s reservation of title
The warranty period for goods and services delivered by bit media shall be 24 months for hardware, software and other services. The warranty period shall commence at the time of acceptance in accordance with item 11 of these GTC.
No warranty claims can be derived from information in catalogs, brochures, advertising literature and written or verbal statements that have not been included in the contract. Defects subject to warranty shall be remedied at bit media’s discretion either by improvement or replacement delivery.
Conversion or price reduction shall be excluded by mutual agreement in the event of a reasonable possibility of improvement. Warranty claims presuppose that the customer has reported the defects that have occurred immediately in writing and in sufficiently specific terms.
The warranty becomes void if repairs or modifications have been carried out by third parties or by the customer himself.
bit media shall not assume any warranty for errors, malfunctions or damages that are attributable to improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational means and data carriers (insofar as such are prescribed), abnormal operating conditions (in particular deviations from the installation, storage and operating conditions of bit media or its subcontractors and suppliers as well as transport damage.
If a service is rendered on the basis of specifications, drawings or according to other information or concrete wishes of the customer, bit media’s liability shall only extend to the agreed execution.
The remedy of defects does not extend the original warranty period.
15.1 Notices of defects
bit media shall duly remedy the notified defects within a reasonable period of time, whereby the customer shall provide bit media with all documents or data available to him and necessary for the assessment of the defect and its causes.
bit media shall only be liable for damage to property and personal injury caused by it or its employees or assistants in the event of intent or gross negligence. Liability for slight negligence shall be excluded except in the case of personal injury. The liability sum is limited to the amount of the order volume.
Liability for lost profits, lost savings, financial losses, loss of interest, lost data, consequential damages, consequential harm caused by a defect, non-material damages, as well as damages from third party claims against bit media shall be excluded.
bit media is also not liable for damages or errors during operation or due to actions of third parties. The warranty does not apply to the replacement of parts that are subject to natural wear and tear.
In the event of non-compliance with any conditions of bit media or its subcontractors and suppliers for installation, commissioning and use or the training or the official approval conditions, any compensation for damages shall be excluded. Liability for damages resulting from extensions of deadlines and delays in delivery, which are not the fault of bit media, shall be excluded.
bit media shall be liable for vicarious agents only insofar as the damage was caused by an act of gross negligence which was unavoidably necessary for the fulfillment of the contractual obligations.
Compensation for data or software destruction shall in any case only be made insofar as the customer has fulfilled its obligations for proper EDP operation (e.g. documented data backup, etc.).
In the case of third-party installation, bit media assumes no liability whatsoever for any resulting damage or defects.
bit media does not assume any liability whatsoever for the compatibility of the delivered goods.
17 Industrial property rights and copyrights
All copyrights and trademark protection rights to the agreed services (programs, documentation, etc.) shall remain with bit media or its suppliers. In the case of software produced in-house, the license agreement including the integrated license certificate of bit media shall apply; in the case of purchased software, the license conditions of the respective license holder shall apply.
All offer and project documents may not be made accessible to third parties without the written consent of bit media. They may be reclaimed at any time and shall be returned to bit media immediately in the event of an order being placed elsewhere.
bit media undertakes to treat as confidential all documents and information received from the customer that are necessary for the proper execution of the order.
Plans, sketches, concepts, formulations and technical, graphic or other documents, as well as brochures, catalogs, samples and the like shall remain the intellectual property of bit media. Any use, in particular the passing on, duplication and publication shall require the express consent of bit media, even if payments have been made for possible presentation.
19 Data protection
bit media and the customer undertake to comply with all relevant data protection regulations. Personal data made accessible to bit media or the customer within the scope of their contractual relationship may only be used for the purposes of fulfilling the respective contractual obligations and must be protected against access and knowledge by third parties.
bit media shall take all technically possible measures to protect the customer data stored with it. bit media shall not be liable, however, if third parties gain control of this data in an illegal manner. The assertion of damages of the customer or third parties against bit media from such a connection is excluded by mutual agreement.
The customer is not entitled to withhold or offset payments due to warranty claims or other counterclaims.
The prerequisite for the customer’s withdrawal from the contract is a delay in delivery that is due to gross negligence on the part of bit media, as well as the unsuccessful expiration of a reasonable grace period that has been set. The withdrawal shall be made in writing by registered letter.
bit media shall be entitled in particular to withdraw from the contract
a) if the execution of the delivery or the start or continuation of the service becomes impossible for reasons for which the customer is responsible or is further delayed despite the setting of a reasonable grace period,
b) if justified doubts have arisen with regard to the solvency of the customer and the customer, at the request of bit media, neither makes advance payment nor provides suitable security prior to delivery, or
c) if the extension of the delivery time due to the circumstances listed in item 9.2 amounts to more than half of the originally agreed delivery time, but at least 6 months.
Should it become apparent in the course of the work that the execution of the order in accordance with the service description is actually or legally impossible, bit media shall be obligated to notify the customer of this immediately. bit media shall be entitled to refuse the execution if the customer does not change the service description to this effect or if he does not create the prerequisite that an execution becomes possible. If the impossibility of execution is the result of a failure on the part of the customer or a subsequent change in the service description by the customer, bit media shall be entitled to withdraw from the order.
Withdrawal may also be declared with regard to an outstanding part of the delivery or service for the above reasons.
If insolvency proceedings are instituted against the assets of a contracting party or if an order to institute insolvency proceedings is rejected for lack of sufficient assets, the other contracting party shall be entitled to withdraw from the contract without setting a grace period.
Without prejudice to bit media’s claims for damages, including pre-litigation costs, in the event of withdrawal, services or partial services already rendered shall be settled and paid for in accordance with the contract. This shall also apply insofar as the delivery or service has not yet been taken over by the customer as well as for preparatory actions performed by bit media. bit media shall also be entitled to demand the return of already delivered items in lieu thereof.
In the event of a justified withdrawal by bit media for which the Customer is responsible, bit media shall be entitled to charge a cancellation fee of 10% of the net order value, irrespective of the possibility of further claims for damages.
22 Agreement on the written form
Changes and additions to these GTC as well as the order or other contractual components must be made in writing (paper form) and are only possible by mutual agreement. Verbal collateral agreements do not exist and are therefore inadmissible.
23 Ineffectiveness of individual clauses
If individual provisions of these GTC or the other contractual components are not legally effective or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall either be adapted to the legal requirements by means of a reduction that preserves the validity of the provision or replaced by a valid provision that comes as close as possible to the intended objective.
24 Jurisdiction, Law and Contractual Language
Austrian law shall apply exclusively to all contractual relationships between customers and bit media.
For any disputes arising from a contract or these GTC, the jurisdiction of the competent court in Graz is agreed.
In the event of linguistic ambiguities with regard to these GTC or in the event of other cases of doubt and interpretation problems, the German text version shall ultimately be binding.
In addition to these GTC, the offer or specifications, the information contained in catalogs and brochures, and the correspondence between the contracting parties shall apply in the following order.
The European Commission provides a platform for online dispute resolution (OS), which you can find here http://ec.europa.eu/consumers/odr/. Consumers have the possibility to use this platform for the settlement of their disputes.