All offers, deliveries and/or services of LEAD Innovation Management GmbH (hereinafter referred to as LEAD) are exclusively subject to these General Terms and Conditions (hereinafter referred to as GTC) in the currently valid version, notwithstanding deviating written agreements in individual cases. Deviations from these General Terms and Conditions require LEAD's prior written consent in each individual case.
The basis for the delivery and / or services to be provided by LEAD is the order placed by the customer / project partner (hereinafter CLIENT) as well as the documents and information provided by him. An order is only concluded with the written confirmation of the order by LEAD or by effecting the delivery and / or service; silence alone does not count as acceptance of an order. If the order confirmation or the service deviates from the order, it shall be deemed approved by the client, unless he gives written notice to the contrary within a period of 3 days.
LEAD will represent the interests of the client appropriately and with the care of a prudent businessman.
LEAD is not obliged to check the documents, data and information provided by the client for completeness, correctness and whether they are suitable for the intended purpose, infringe the rights of third parties or violate legal provisions (e.g. law against unfair competition, trademark protection law, plagiarism, copyrights, etc.). Without a separate order, LEAD will not draw the client's attention to any risks associated with the provision of contractual services, in particular those of a legal nature (unfair competition, trademark protection and the like). If the client so wishes, LEAD will check the services and measures provided for their compatibility with the Unfair Competition Act (UWG) or other legal provisions by means of a separate order and will draw the client's attention to any concerns in writing. However, this presupposes a written order issued by the client in advance; the client will bear the costs incurred, such as legal advice costs.
LEAD will endeavour to provide all services on schedule. If the commencement of performance is delayed or if delays or interruptions occur during execution, LEAD will take appropriate measures to avoid exceeding the specified deadlines and periods or to keep the delay within reasonable limits. If the start of the execution of a service is delayed or if delays or interruptions occur during the execution due to circumstances that lie within the sphere of the client, the fixed dates shall be extended to a reasonable extent.
LEAD is entitled at its own discretion to use third parties and to substitute such services ("erranding assistant") for the provision of contractual services.
Costs resulting from subsequent changes or adjustments to the order are borne exclusively by the client ("Change Request").
The fees are based on the costs at the time of the first price offer. Should the costs increase at the time of delivery and / or performance, LEAD is entitled to adjust the prices accordingly. The statutory value added tax will be charged additionally. Unless otherwise agreed, payments are due upon receipt of invoice and without deduction.
In the event that the client terminates the contract (the project) prematurely or withdraws from the contract (contract termination) within 4 weeks before execution (project start), both for reasons which are not within LEAD's sphere of influence, LEAD shall be entitled, in addition to the remuneration for the services rendered up to the day of contract termination, to the agreed remuneration in full for services not yet rendered up to the day of contract termination; However, the client is entitled to call up from LEAD within one year the person days covered by the order that have not yet been used, taking into account a period of notice of 3 months. Person days that are not consumed within one year expire. The crediting provision of § 1162b ABGB is waived. LEAD is entitled to demand its payment in court within 3 years from termination of the order (of the project); the deadline of § 1162d ABGB does not apply.
Quotations / project proposals / offers of LEAD are not binding.
If fees, taxes or other charges are levied in connection with the delivery, the client shall bear these as well as transport, travel and delivery costs. Bills of exchange and cheques shall only be accepted by express agreement, without obligation to present and protest and only on account of payment. In the event of even objective default of payment, the client shall pay default interest in the amount of 9.2 percentage points above the respective base interest rate of the European Central Bank. Any discounts, reductions or other privileges granted shall be deemed not to have been granted in the event of default in payment or in the event of the opening of insolvency proceedings against the client. In the event of merely objective default, the client undertakes to pay the dunning and collection charges incurred to collect the claim.
If insolvency proceedings are opened against the client, bankruptcy proceedings are not instituted against the client for lack of cost-covering assets, execution proceedings are instituted against the client, if the client's financial situation deteriorates, if credit information about the client is not completely unobjectionable or if the client is in default of payment vis-à-vis LEAD, LEAD is entitled to demand immediate payment of all amounts, including those not yet due. Furthermore, in each of these cases LEAD is entitled to make further deliveries and/or services confirmed by LEAD dependent on advance payment or security, even if such has not been agreed.
LEAD expressly reserves the right of ownership until full payment has been received. After prior announcement LEAD is entitled to withdraw from the contract and to collect the reserved goods if the client is also in merely objective default with the fulfilment of his obligations or circumstances arise which endanger LEAD's claims.
Unless otherwise agreed in writing, LEAD grants the client the right to all services, work results and creations in or in connection with the respective order, in particular works within the meaning of copyright law, utility model protection and patent law, such as in particular all ideas, concepts, innovations, specifications, business plans, business models, texts, graphics, images, layouts, ideas, concepts, plans, sketches, advertising material, films, drafts, designs, labels, etc., for the duration of the assignment. a right of use limited to the Republic of Austria (permission to use works). The material scope of this right of use depends in each case on the purpose of the individual order or measure.
If services of third parties are used, LEAD will ensure that appropriate agreements are concluded with these third parties, so that it is ensured that LEAD receives the rights of use for these services within the meaning of this point of the contract.
Changes to services, work results and creations, especially to works within the meaning of copyright law, utility model protection and patent law are only permitted with the consent of LEAD or the author.
The acquisition of any rights of use and exploitation by the client only takes place after full payment of all invoices to LEAD. Until then, LEAD USER reserves all rights of use and exploitation. In addition, LEAD is entitled, in the event of default in payment, to demand the omission of any use of services rendered.
LEAD provides no guarantee for a specific usability or usability of the services without express written consent.
The client is obliged to examine LEAD's performance immediately and in detail - also with regard to suitability for the intended purpose of use - and to give notice of any defects in writing without delay, giving an exact description of the defects. The client is not entitled to withhold payments due to insignificant defects or to withhold payments attributable to one part of the goods because another part of the goods has significant defects. Any warranty claims are suspended as long as the client is in default of payment; however, this suspension does not prevent the beginning, course and expiry of the warranty period.
The client is obliged to support LEAD in the detection and correction of defects and to enable all necessary measures (such as access, inspection of documents, etc.).
If the client does not comply with his obligation to cooperate when rectifying defects despite written reminder by LEAD, the assertion of any claims resulting from defective performance is excluded.
The liability of LEAD is limited to damages which can be proven to have been caused by LEAD intentionally or at least through gross negligence, in the amount of € 25,000.00 net or, if this should be higher, with the order value. Compensation for damages due to delayed delivery or delay in improvement or replacement, consequential damage caused by a defect, mere pecuniary loss, loss of profit and damage to third parties is excluded in any case.
Claims for compensation of damages must in any case be asserted in court within one year at the latest from the delivery date, unless otherwise excluded. Any liability is excluded for damages claimed or only incurred after expiry of this period.
The offsetting with counterclaims of the client against claims of LEAD is excluded. The assignment of any claims of the client against LEAD is inadmissible and legally invalid.
As long as the client has not fulfilled all obligations or obligations arising from the business relationship with LEAD, LEAD is entitled to withhold all services and deliveries.
For all claims arising from the contract, Vienna is agreed as the place of performance and the exclusive jurisdiction of the competent court in Vienna. However, LEAD remains entitled to sue the client at his registered office.
Promises made by LEAD or changes to the contract must be confirmed in writing by LEAD in each individual case in order to be legally valid.
Deliveries from LEAD to the client are made to the last address given by the client. End