OMICRON electronics

General Sales Conditions
of
OMICRON electronics GmbH
6833 Klaus, Austria
(hereinafter referred to as "OMICRON”)
May 2007

 

 

1.      General Provisions

The following General Sales Conditions shall be applicable to all agreements, offers and deliveries entered into or made by OMICRON. In order to become effective, any deviating terms of the customer (business partner) must be explicitly approved by OMICRON. Should the customer be provided with any testing services or training within the scope of his business relationship with OMICRON, in addition to the General Sales Conditions the special terms for testing services or training shall be applicable.

2.      Offers

Any offer made by OMICRON shall be non-binding. All prices shall be net prices ex works or ex OMICRON’s warehouse, as the case may be, and shall be exclusive of any other costs. Should any charges, taxes or other levies be incurred in connection with the delivery, these shall be borne by the customer.

3.      Delivery

OMICRON shall use its best efforts to comply with but does not warrant any delivery dates.  Delivery shall be made at the expense and risk of the customer.

4.      Reservation of Title

The customer shall not acquire ownership of any product from OMICRON until the invoice amount has been fully paid.

5.      Warranty / Guarantee / Damages

5.1    The warranty and guarantee period shall be 12 months, if not explicitly agreed otherwise in writing. For repairs and hardware modules the period is limited to 6 months.

5.2    OMICRON shall in the event of warranty/guarantee, at its own discretion, effect a reparation or replacement of the product, a price reduction or dissolve the contract. Warranty and guarantee shall not include any parts subject to wear or expendable items.

5.3    Any claims for warranty or guarantee shall be excluded if the customer himself or a third party modified, repaired or maintained the products delivered or modified the technical specifications thereof or otherwise intervened. The same shall apply if unsuitable data media is being used or if notice of the defect is not given immediately.

5.4    Upon fulfillment of the statutory requirements, OMICRON shall be liable for any direct personal injuries or damage to property up to an amount of Euro 3 million per claim unless the applicable compulsory law provides for a higher amount. OMICRON shall not be liable for any kind of indirect damage or consequential damage. In no event shall OMICRON be liable for any damage caused by slight negligence.        

6.      Copyrights

The intellectual property rights in all devices, programs and services, and in all related copyrights, patent rights, trademark rights or proprietary rights shall be due to OMICRON and shall remain in its exclusive ownership.

7.      Software Licenses

7.1    OMICRON shall grant to the customer a non-exclusive and non-transferable right to use any software product for which the customer acquires a license from OMICRON. If the customer leaves a device to a third party, use of the corresponding software is allowed.

7.2    The customer shall not assign, transfer, pledge or lease any licensing right granted to the customer by OMICRON or otherwise pass it on, leave it to a third party or share it with them.

7.3    With the exception of a backup copy, any duplication of the software product, the documentation or any part thereof shall require the prior written consent of OMICRON.

7.4    The customer may not modify, transmit (neither electronically nor by any other means), translate, disassemble, decompile or otherwise modify the software product by reverse engineering unless OMICRON has given its prior written consent.

8.      Repair

If a device is being sent to OMICRON for repair, all work must be performed in the plants or certified repair centers of OMICRON. The customer shall be obliged to duly dispatch the device at his own expense together with a repair order. Upon completion of the service, OMICRON shall send back the device at the customer’s expense.  OMICRON shall not assume any liability for any loss of or damage to goods in transit.

9.      Payment Terms and Delay in Payment

9.1    The customer shall transfer the entire invoice amount to a bank account determined by OMICRON within 30 days following receipt of the invoice.

9.2    Should the customer be in default with payment, he shall compensate OMICRON for all expenses incurred.

10.    Confidentiality

The customer and OMICRON shall treat all information received from the respective other party in connection with their business relationship and its transaction confidential and shall not disclose such information to any third party. However, OMICRON is entitled to use customer's data for any marketing purposes, e.g. reference.

11.    Final Provisions

11.1  No supplementary agreements have been made.

11.2  In order to avoid misunderstandings, any changes of and amendments to agreements must be made in writing in order to be effective. This shall also apply to any agreed waiver of the written form requirement.

11.3  Should one or several provisions of these General Sales Conditions or the agreements amended with the help thereof be invalid in whole or in part, this shall not affect the validity of the remaining provisions. OMICRON and the customer shall replace the provision that is invalid or needs to be amended or interpreted by a new provision that comes as close as possible to the intended economic purpose of the original provision.

11.4  All relationships between OMICRON and the customer shall be exclusively governed by Austrian law. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable.

11.5  Both, OMICRON and the customer shall take all efforts to settle all disputes arising from the agreements, offers and deliveries or referring to the breach, annulment or invalidity thereof out of court, e.g. by mediation. Should the parties fail to reach an agreement within a period of four weeks, any such dispute shall, at OMICRON’s option, be finally settled by the competent court in 6800 Feldkirch or by an arbitral tribunal pursuant to the arbitration and conciliation rules of the international arbitral tribunal of the Austrian Chamber of Commerce in Vienna (Vienna Rules) by one or several arbitrators appointed in accordance with such rules. The place of arbitration shall be Vienna. The language of the arbitration proceedings shall be English. The arbitral tribunal shall apply the law as specified in section 11.4. The four-weeks period shall commence upon receipt of a contracting party’s written request to settle a dispute.

11.6  Any data related to this Agreement shall be stored on an Electronic Data Processing device by OMICRON and shall be transmitted to other companies or business units of the OMICRON group so far as this is required in order to duly provide the contractual services, to handle the customer’s affairs or for any business activities performed by OMICRON. The customer declares his consent to the above.

11.7 In case of contradictions between the English and the German version of the General Sales Conditions or any other document of legal relevance, the German version shall prevail.