Terms and Conditions

General terms and conditions of sale/services (I/2004)

General

All orders shall be accepted and processed subject to the following terms and conditions. Additional terms and conditions shall only be valid if accepted by TDE Thonhauser Data Engineering GmbH (TDE) in writing. Agreements or any other statements of TDE personnel, whether verbal or in writing, shall only be valid if confirmed in writing by management.

Scope of services

The scope of services shall be defined by the purchase order as received and confirmed by TDE. Changes of and modifications to the confirmed scope of services exclusively shall be made in writing. Accepted orders shall be processed according to the General Rules of Austria Consulting Engineers, the state of the art and any applicable legal requirements. Deadlines for completion of the specified tasks shall be approximate unless specifically stated otherwise.

Indemnification – liabilities

Each party shall be hold harmless the other party from and against all claims, demands and causes of actions of any kind and character arising in connection herewith. Each party shall be liable and shall indemnify and hold the other party harmless from and against all damage or loss of equipment. Neither party shall be liable to the other party for indirect or consequential damages and/or costs, howsoever caused.

Disclaimer

TDE shall not be liable for defective products or faulty services unless resulting from gross negligence on the part of TDE. In case of defective products or faulty services the client shall grant TDE a reasonable period for correction/remediation of such products or services. In case of gross negligence on the part of TDE, TDE shall be held responsible for the immediate damage or loss only. TDE shall not be liable for any subsequent or indirectly resulting damage or loss.

Utilization of results

Statements made by TDE shall not be utilized for any purpose without prior written consent by TDE. Copying or publishing of certificates, statements, reports, training, and course material, testing data, proposals and any other information obtained from TDE shall require prior written consent by TDE.

Confidentiality

TDE shall treat any information obtained under an agreed contract as Client property and prevent the disclosure of said information to any other person or entity not specifically authorized by Client to receive same. If TDE is requested or required to disclosure any of the information, whether by subpoena, civil investigate demand of other process, TDE shall give Client prompt notice of such request.

Pricing

Unless specifically stated otherwise, quoted prices are approximate and do not include eventually applicable taxes. Should during processing of an order the scope of services substantially exceed the quoted amount, TDE reserves the right to claim adaptation of the quoted prices. Any services will be invoiced according to the fees listed in the applicable TDE price list valid at the time of receipt of purchase order. Additional services will be invoiced according to the published fees for Austrian Consulting Engineers valid at the time of receipt of purchase order.

Payment

Unless specifically stated otherwise, invoices are to be paid in full within 14 days after receipt of invoice into the account specified on the invoice.

Applicable laws

Any agreements and/or contracts shall be construed and governed in accordance with the laws of Austria. Any dispute between the parties as to any matter arising out of or relating to such agreements and/or contracts shall be resolved by arbitration under the arbitration rules of the Austrian code of civil procedure (§§ 577 § 599 §ZPO), by an arbitrator selected in accordance with said rules. Place of the arbitration proceeding shall be Leoben/Austria und the arbitration proceeding shall be held in the German language. The decision of the arbitrator shall be final, conclusive, and binding upon the parties.