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General Terms and Conditions of Business

1. Scope
1.1. The General Terms and Conditions of Business of Triconsult Wirtschaftsanalytische Forschung GmbH,  Lange Gasse 30, 1080 Vienna, apply to any and all services and products supplied to the Principal by Triconsult unless such terms have been modified or excluded by express written agreement with us.
1.2. In the event that these General Terms and Conditions of Business are modified, the principal shall be sent a copy of the modified version. The modification shall be deemed agreed if the Buyer does not object in writing within two weeks from receipt of such modified version.
1.3. The General Terms and Conditions of Business of the Buyer shall not become an integral part of the contract unless this is expressly agreed upon.


2. Offers
2.1. Open offers made by Triconsult are subject to confirmation and not binding unless this is expressly stated. Sending catalogues, leaflets or price lists shall not be construed as an obligation to supply.
2.2. Orders shall require our confirmation in writing or by telex to be effective. The same shall apply to supplements, modifications and collateral agreements. In the event of immediate supply, written confirmation may be replaced by an invoice.
2.3. Triconsult staff are not authorised to enter into oral collateral agreements or make oral representations which exceed the content of the written contract or modify the letter.
2.4. Offers are valid for 30 days from the date of service.


3. Conclusion of Contract
3.1. Contracts are brought about by acceptance of the order which the client has placed with Triconsult in legally effective form. The contract shall be transmitted in writing or by fax, and shall be duly signed for and on behalf of the company.
3.2. The contracting parties undertake to communicate any and all relevant circumstances requiring an amendment of the contract to each other in writing.


4. Term of Contract
The contractual relationship starts when the contract is signed, and ends when it has been performed by both parties.


5. Scope of Performance
Unless otherwise agreed upon, the contractual services will be rendered by the contractor in the manner chosen by the contractor. The contractor shall be free to select the staff assigned to rendering the contractual services, and the contractor shall also be entitled to use the services of third parties.


6. Deadlines
6.1. Unless expressly otherwise agreed upon in writing, deadlines and deliveries shall be binding. Delivery shall be subject to flexibility in accordance with the subject matter of the contract and investigation, which is customarily 10% of the contract term in calendar weeks.
6.2. Incidents due to force majeure, official orders and other disruptions of operations shall extend the deadline by up to two months. In the event that such period is longer, both parties shall be entitled to withdraw from the contract. The same shall apply to cases in which one party can no longer reasonable be expected to perform the contract.
6.3. Triconsult shall be entitled to fulfil its obligation to perform in parts.


7. Prices
Unless stated otherwise, Triconsult shall be bound to the prices in our offers for 30 days as from the date of such offers. The prices stated in the order acceptance shall be decisive. Additional products and services supplied as well as travel expenses shall be invoiced separately. Unless otherwise agreed upon, prices shall be in euro, exclusive of the statutory value-added tax applicable on the date of payment.


8. Terms and Conditions of Payment
8.1. After performance, payment shall be made by crossed cheque or payment into the Triconsult company account.
8.2. Triconsult invoices shall be due for payment without deductions and free from expenses within 14 days from the date of invoice.
8.3. For services provided over by Triconsult a longer period of time (more than 4 calendar weeks) a payment on account shall be due pursuant to the guidelines for science and research, which is customarily 30% of the contractual sum plus statutory value-added tax. If an interim report is submitted in the course of the investigation, accounts shall be settled in three tranches: 30% payment on account, 30% upon presentation of the interim report, and 40% after presentation of the final report.
8.4. If an invoice is not objected to in writing, stating reasons for such objection, within 10 days, it shall be considered approved.
8.5. In case of default, Triconsult shall be entitled to charge a fee for reminders, the costs of other collection measures and the interest on arrears customary in banking.


9. Cancellation and Withdrawal
9.1. If the client withdraws from the contract for reasons outside the control of Triconsult, damages amounting to the expenditure incurred by Triconsult, or a minimum compensation of 20% of the net contractual value shall be deemed agreed.
9.2. If the client breaches the contract or fails to fulfil his/her/its obligations to pay, Triconsult shall be entitled to cancel the contract while claiming any payments still outstanding and costs incurred.


10. Retention of Title
Triconsult shall retain title to any and all products and services until any and all claims, from any legal title whatsoever, have been fully and finally settled; this shall include any future or conditional claims, as well as claims from contracts entered into later on (retention of property title to products and services). As long as the client is not in default with payments, he/she/it may use the products and services of Triconsult in normal business.


11. Copyrights
11.1. Triconsult sells the products and services to the client for his/her/its own use exclusively. Client shall not be entitled to re-sell, copy or give it to others for use. Buyer shall assume liability for observing this principle by his/her/its signature. In the event of contravention, Buyer shall be liable for the damage sustained.
11.2. In the event that third parties access products and services of Triconsult, the client shall without delay advise such third parties of Triconsult’s ownership rights and inform Triconsult.


12. Limitation of Liability
12.1. Triconsult shall only be liable for damage outside the scope of the Austrian Product Liability Act if there is proof of intent or gross negligence within the scope of applicable legislation.
12.2. Claims for damages due to impossibility of performance or positive violation of contractual duties shall be excluded unless intent or gross negligence are involved.
12.3. Compensation for consequential damage or damage due to the improper use of products and services of Triconsult as well as for lost profit, lost interest and claims of third parties against the client shall be excluded.


13. Data Protection
It is a matter of course for Triconsult to handle person-related data in a responsible way. When using our online range, our servers will automatically store certain data for the purpose of system administration, for statistical reasons or for backup purposes. In some areas, for example when information material is requested from us, person-related data will only stored in accordance with data protection provisions once you voluntarily decide to input such data and give your consent thereto. This information will be processed by Triconsult for internal purposes only. You may revoke your consent at any time for the future by sending us a letter or e-mail to that effect. Triconsult warrants that your data will be kept confidential. They will not be passed on to third parties, e.g. by sale, letting or exchange.


14. Software
Triconsult does not assume any liability for the software made available working at all times and being free from any defect and compatible with other software programmes or hardware configurations.


15. Other Provisions

15.1. In the event that individual provisions and conditions are legally invalid, the contract shall remain unaffected thereby.
15.2. The client shall advise Triconsult of any change in the name or designation given to Triconsult, as well as changes in the client’s address (re-location of registered office) or legal form and company register number within one month from such change. If the client fails to communicate such changes, and if the client is sent legally significant declarations from Triconsult, including, without being limited to, invoices, reminders or cancellations, to the address most recently communicated, such declarations by Triconsult shall be deemed received.
15.3. As soon as Triconsult identifies any circumstances which might jeopardise the fulfilment of the order in accordance with the terms of the contract, Triconsult shall, without delay, advise the client of such circumstances and any measures as might be considered in this context.
15.4. As soon as the client identifies any circumstances which might jeopardise the fulfilment of the order in accordance with the terms of the contract, the client shall, without delay, advise Triconsult of such circumstances and any measures as might be considered in this context.
15.5. Triconsult shall be entitled to publish general information obtained from its work under the contract in a single publication or in series of publications. Client-specific information may only be published after prior written agreement with client.
15.6. Unless otherwise specified in the special section of the contract and the "General Contract Terms", the provisions of the Austrian Civil Code (ABGB) shall apply as subsidiary law.


16. Jurisdiction
The competent courts in Vienna shall have jurisdiction. These terms and conditions shall exclusively be governed by Austrian law.