valid from: 01.01.2024
Provider: REACT Systems GmbH (hereinafter "REACT"), Reitweg 6, 5101 Bergheim, FN 549754m, LG Salzburg, 0662-262 863, hello@react-systems.eu, VAT ID ATU76465335, Member of the Salzburg Chamber of Commerce
1. Area of application
1.1. These General Terms and Conditions (hereinafter "GTC") apply only to businesses and legal entities under public law.
1.2. All deliveries, services and offers as well as all contracts concluded with the customer (hereinafter "Customer") by REACT are made exclusively on the basis of these GTC, regardless of the type of legal transaction. All private law declarations of intent by REACT are to be understood on the basis of these GTC. Terms and conditions of the Customer that conflict with or deviate from these GTC shall not apply unless REACT has expressly agreed to their validity in writing. Contract fulfillment actions by REACT do not constitute consent to contractual terms deviating from these GTC. These GTC also apply as a framework agreement for all further legal transactions between the Customer and REACT.
2. Contract Conclusion
2.1. REACT's offers always represent non-binding and non-committal offers to the customer to order our goods or services. Orders and assignments only become legally binding when they are accepted with a written order confirmation by REACT (= conclusion of the contract).
2.2. The order confirmation fully reflects all agreements between REACT and the customer regarding the content of the contract. Verbal promises, side agreements and the like that deviate from these GTC or other written declarations of intent by REACT, particularly those made by employees, delivery personnel etc., are not binding for REACT. The content of brochures, advertisements etc. used by REACT does not become part of the contract unless explicitly referenced. Additions or amendments to the agreement made, including these GTC, must be in writing to be effective.
2.3. Information provided by REACT regarding the subject of delivery or service (e.g. dimensions, tolerances, technical data etc.) as well as their representation by us (e.g. graphics etc.) are only approximate, unless usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Commercially standard deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts are permissible, as long as they do not impair usability for the contractually intended purpose.
2.4. If the order confirmation from REACT contains changes compared to the order or assignment, these are deemed approved by the customer unless objected to immediately. If offers are directed to REACT, the offering party is bound to them for an appropriate period of at least eight days from receipt of the offer.
2.5. The content of the contract concluded with the customer is determined in the following order from the written order confirmation including attachments and these GTC.
3. Prices
3.1. Unless otherwise stated in the order confirmation, prices are in EUROS and include delivery ex works or warehouse plus packaging, freight, insurance if applicable, customs duties, other incidental costs and statutory VAT applicable on the delivery date; these items are shown separately on the invoice.
3.2. REACT is entitled to increase the price agreed with the customer if, during the period between the conclusion of the contract and the delivery date, within the scope of a general price increase, the price for one or more items purchased by the customer increases. In this case, REACT is entitled to increase the price agreed with the customer for the item(s) affected by the general price increase according to the following formula: Pnew = Pold x [Lnew/Lold]
Where:
Pnew = new item price after price increase
Pold = Item price according to contract
Lnew = Item price according to valid price list at time of delivery
Lold = Item price according to valid price list at the time of contract conclusion
3.3. REACT is further entitled to increase or decrease the price agreed with the customer if, during the period between the conclusion of the contract and the date of performance, due to collective bargaining regulations in the industry or internal agreements or other cost centers relevant for calculation or costs necessary for performance, such as those for materials, energy, transport, external work, financing etc. change.
3.4. In the event that REACT wishes to make use of this option for price increase, REACT must inform the customer of the new price as soon as possible, but no later than 14 calendar days before the agreed delivery or performance date, in writing, stating the exact reasons and evidence for the price increase. If the customer does not object to the price increase within 7 calendar days of receipt by REACT, the notified price becomes part of the contract. If the customer objects, REACT has the right to fulfill the contract at the original price or to withdraw from the contract.
3.5. Additional services due to changes that are not attributable to REACT's sphere, in particular due to official requirements, changes in relevant standards and/or legal and/or official requirements and/or changed customer requests are to be remunerated additionally according to the increased scope of services.
4. Retention of Title
4.1. Until all claims arising from the business relationship have been fulfilled by the customer, all delivered goods and other items and documents (hereinafter "Reserved Goods") remain under retention of title. During this period, the Reserved Goods may not be sold, pledged, rented or otherwise transferred to third parties. The customer stores the Reserved Goods for REACT free of charge. He undertakes to store the Reserved Goods separately and to disclose the storage location upon request.
4.2. In case of payment default by the customer, REACT is entitled to reclaim the Reserved Goods at the customer's expense. The customer is obligated to tolerate this reclamation without making any claims for disturbance of possession. The return of the goods does not yet constitute an implicit withdrawal from the contract.
4.3. The customer bears the full risk for the Reserved Goods, particularly for the risk of destruction, loss or deterioration.
5. Voluntary Return
5.1. The return of goods represents a voluntary accommodation by REACT. The possibility of return exists for goods,
a) that were delivered and invoiced by REACT less than three months ago;
b) that are in original packaging and in as-new condition;
c) that are still saleable (e.g. goods still listed in REACT's official price list, not made to measure or specially manufactured parts for the customer or products that have undergone technical changes in the meantime);
d) that are not explicitly marked as non-returnable;
5.2. If a customer wishes to return goods, they must first inquire about the possibility of return in writing to REACT's order processing. REACT will then examine the possibility of return and subsequently declare in writing either approval or rejection of the return.
5.3. The return of goods must occur within 14 days. The period begins with the date of written approval from REACT. Goods arriving later will not be accepted and will be returned to the customer at their cost and risk. The return shipment of goods occurs exclusively at the risk and cost of the customer. They bear particularly the risk of proper transport until receipt of the goods by REACT.
5.4. Goods sent to REACT unpaid or without prior approval will not be accepted and will be returned to the customer at their cost and risk.
5.5. REACT records all returns on a credit note. Returned goods are credited at the net value of the goods minus a processing fee of 15% of the net value of the goods.
6. Withdrawal
6.1. The contracting parties are entitled to declare withdrawal from the contract if there is an important reason.
6.2. The customer is entitled to declare withdrawal, particularly for the following important reasons:
a) If REACT acts contrary to essential interests of the customer or violates other contractual duties of care and loyalty.
b) If an agreed performance deadline to be met by REACT is exceeded despite warning and setting of a reasonable grace period. The customer is only entitled to claims for damages if the cause of the delay is based on intent or gross negligence.
c) If REACT violates an essential provision of the contract, such as obligations to preserve interests or confidentiality obligations.
d) In case of 8.3.
6.3. REACT is entitled to declare withdrawal, particularly for the following important reasons:
a) If the customer violates an essential provision of the contract.
b) If the customer is in default with payment of an (advance or partial) invoice despite reminder and grace period of at least 14 days. In this case, a cancellation fee of 10% of the price of the outstanding part of the order applies, whereby REACT reserves the right to claim actual higher damages.
c) If the customer is in default with acceptance of the service contractually offered by REACT.
d) If for reasons attributable to the customer's sphere, REACT's performance is interrupted for more than three months.
e) If the customer prevents REACT's performance.
f) If after completion of the project development phase it turns out that continuation of the project is not economically viable in REACT's opinion.
g) In case of 3.4.
h) In case of 8.2.
6.4. In case of default of acceptance or payment by the customer, REACT is released from all further service and delivery obligations and entitled to withhold outstanding deliveries or services and demand advance payments and/or securities.
6.5. In case of payment default by the customer (exclusively for invoice items concerning the REMOS product group - licensed software/license agreement), REACT as licensor is entitled, after sending a reminder with a grace period of at least 30 days, to terminate the license agreement for important cause with immediate effect by registered letter.
6.6. In case of justified withdrawal by the customer, REACT is entitled to remuneration for services until the effectiveness of the withdrawal. The services provided so far will be charged according to the contractual arrangement.
6.7. In case of justified withdrawal by REACT, the services will be charged according to the contractual arrangement.
6.8. In case of unjustified withdrawal by the customer, REACT has the right to agree to the termination of the contract. REACT's services will be charged according to the contractual arrangement.
6.9. The withdrawal must be declared in writing by registered letter.
7. Payment Terms / Payment Default / Cancellation Fee / Default Interest / Reminder and Collection Expenses / Prohibition of Set-off / Right of Retention / Loss of Time Benefits
7.1. The payment terms are regulated in the contract. In case no payment deadline is included in the contract, payment is due upon receipt of invoice. REACT also has the possibility to demand a down payment upon contract conclusion. The due date in this case is also according to the contract. If the customer defaults on payment of this down payment, the obligation to deliver is extended accordingly.
7.2. REACT is in any case entitled to withhold the delivery item before receipt of the agreed down payment.
REACT further reserves the right, in case of payment default, to withhold deliveries, services and updates, etc. until complete payment and to charge default interest at the statutory rate and claim compensation for all further damages caused by the default. In case of payment default, the customer undertakes to reimburse REACT for reminder and collection expenses, insofar as they are necessary for appropriate legal prosecution. For business transactions, this includes in any case a flat rate of EUR 40,- as compensation for collection costs according to § 458 UGB. The assertion of further rights and claims remains unaffected.
7.3. Without special agreement, deduction of discount is not permitted.
7.4. The offsetting of any open counterclaims against REACT's claims, for whatever reason, is not permitted. Claims against REACT may not be assigned without REACT's express written consent.
7.5. In case of justified notice of defects, except in cases of reversal, the customer is not entitled to retain the entire gross fee amount, but only up to an amount corresponding to the expected repair costs or damage.
7.6. Insofar as the customer has to pay their payment obligation in installments, it is agreed that if even one rate is not paid on time, all outstanding installments become due immediately without further grace period.
8. Delivery Time, Delivery
8.1. The deadlines and dates for deliveries and services indicated by REACT are always only approximate, unless a fixed deadline or date has been expressly promised or agreed. If shipment is agreed, delivery periods and dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transport. Delivery is always ex REACT warehouse.
8.2. If delivery or service delays occur due to force majeure or due to events that make delivery significantly more difficult or impossible, such as subsequently occurring material procurement difficulties, operational disruptions, strike, lockouts, personnel shortages, defects in means of transport, official orders etc., even if they occur at REACT's suppliers or their sub-suppliers, REACT can postpone the delivery or service by the duration of the hindrance plus a reasonable start-up time or withdraw from the contract wholly or partially (due to the not yet fulfilled part).
8.3. If the hindrance lasts longer than four months, the customer is entitled, after setting a reasonable deadline, to withdraw from the contract regarding the not yet fulfilled part and demand refund of any down payments made, excluding further rights.
9. Copyright / Usage Rights / Storage or Release of Documents
9.1. Regardless of whether the work produced by REACT is protected by copyright or not, the customer receives the right to use the work for the contractually agreed purpose only under the condition of complete contract fulfillment. REACT has the right to use data and information collected during order processing (also in digital form) without restriction. They can particularly also be used to fulfill a new order.
9.2. Insofar as software (possibly with visualization) is provided to the customer for use by REACT or the customer is enabled to use software products within the scope of services, the customer has the simple, non-exclusive, non-transferable, non-sublicensable right, limited to the contract duration, to use the software products in unchanged form. REACT remains entitled in any case, even if exclusive usage rights have been granted, to use drafts and reproductions thereof for self-promotion in all media, including use in portfolio, website and other marketing materials, without requiring separate consent from the customer.
9.3. Unless otherwise agreed, no rights beyond those mentioned in these GTC are transferred to the customer regarding software products, programming and visualizations. The customer's rights according to §§ 40d and 40e UrhG are not affected.
9.4. Original documents are generally stored at REACT. REACT is obligated to provide the customer, upon request, with copies of these documents in paper form against cost reimbursement. If release of documents in digital form is agreed, REACT assumes no liability whatsoever. The customer must hold REACT harmless in this regard. REACT assumes no liability for errors or damages that may occur on the recipient's computer system of digital data. REACT uses computer programs to prevent aggressive computer programs (viruses, worms etc.).
9.5. All documents provided to the customer by REACT, particularly software product documentation, may neither be reproduced nor distributed in any way, whether for payment or free of charge.
10. Risk Bearing Transport Damages
Shipping of goods via forwarding agent / mail / other package services is deemed approved. The goods are considered accepted as soon as REACT has handed them over to the carrier for further transport. The customer bears risk and generally the costs of transport. REACT assists the customer in handling and asserting transport damages. For this purpose, it is necessary that the customer immediately complains about obvious transport damages to the carrier and refuses acceptance. Hidden defects due to transport damages must be reported to REACT immediately.
11. Warranties
Information about license conditions, warranty conditions and warranty periods of the manufacturer are not binding towards REACT. All warranty promises that go beyond statutory warranty can only be asserted against the warrantor. The handling of warranty claims through REACT is subject to charge for the customer, because manufacturers often use their own service companies for warranty processing or handle these themselves.
12. Warranty, Duty to Inspect and Give Notice of Defects
12.1. REACT warrants that its services, particularly the software made available for use, are not affected by defects that nullify or reduce the value or suitability for ordinary use or use presupposed by the contract.
12.2. The warranty period is maximum 12 months (or 6 months for used items) from completion of the contractually agreed total service or, if acceptance is required, from acceptance. The existence of defects must be proven by the customer. § 924 ABGB does not apply.
12.3. Customer warranty claims are fulfilled by REACT in case of a rectifiable defect, at REACT's choice, either through replacement, improvement within reasonable time or price reduction. Customer claims for damages aimed at remedying the defect can only be asserted once REACT is in default with fulfilling warranty claims.
12.4. The customer must notify REACT of defects not already complained about in writing at takeover immediately, but at latest within one week after their discovery in writing. The complaint must be sufficiently justified and supported by evidence. If a notice of defects is not raised or not raised in time, REACT's service is deemed approved.
12.5. Costs for assistance, error diagnosis and error and malfunction elimination that are the customer's responsibility as well as other corrections, changes and additions are carried out by REACT against charging. This also applies to the remedy of defects when program changes, additions or other interventions have been made by the customer themselves or by third parties.
12.6. Furthermore, REACT assumes no warranty for errors, malfunctions or damages due to improper operation, changed operating system components, interfaces and parameters, use of unsuitable organizational means and data carriers, where such are prescribed, abnormal operating conditions (particularly deviations from installation and storage conditions) as well as transport damages.
12.7. For programs that are subsequently modified by the customer or third parties commissioned by them, any warranty by REACT expires.
12.8. Insofar as the subject of the order is the modification or addition of existing programs, the warranty refers to the modification or addition. The warranty for the original program - if supplied by REACT - does not revive thereby.
12.9. Warranty claims do not exist if repairs, modifications or repairs to the contractual items delivered by REACT were made by the customer or a third party without REACT's express consent, if improvement work is made more difficult by the customer or third parties, if commissioning occurred contrary to REACT's instructions or if a defect is due to incorrect or negligent treatment or natural wear and tear.
12.10. At REACT's request, the contractual item must be returned to REACT freight paid. In case of justified complaint, REACT reimburses the costs of the most economical shipping method; this does not apply if
a) the costs increase because the contractual item is located at a place other than the place of delivery or
b) the contractual item is not located in Europe.
In case the contractual item is located outside Europe, REACT bears no transport costs and will not reimburse such.
13. Damages
13.1. Insofar as this does not violate mandatory law and insofar as nothing else is regulated in these conditions, REACT is only liable for compensation of damages that REACT has caused through gross negligence or intent. However, this limitation of liability does not apply to compensation for personal injuries. The existence of negligence must be proven by the customer. In case of gross negligence, liability is limited in amount to the value of the sum covered by REACT's liability insurance.
13.2. REACT is not liable for indirect damages, lost profit, interest losses, savings not achieved, consequential and financial damages and damages from third party claims.
13.3. Claims for damages expire within one year from the time the customer gains knowledge of the damage and the person of the damaging party or from the otherwise claim-establishing event, but at latest after expiry of five years after the claim-establishing behavior, unless the law provides for a shorter limitation period.
13.4. The provisions regarding damages contained in these GTC or otherwise agreed also apply if the claim for damages is asserted alongside or instead of a warranty claim.
13.5. REACT's documents may only be used for execution after any required official approval and express release by REACT, otherwise excluding claims for damages.
13.6. If REACT provides services with the assistance of third parties and warranty and/or damage claims of the customer exist against these third parties in this context, REACT assigns these claims to the customer.
13.7. Insofar as this does not violate mandatory law, REACT's liability for technical information or advice that is not part of the contractually agreed scope of services owed by it and is provided free of charge is excluded.
14. Choice of Law / Jurisdiction / Contract Language
14.1. Austrian law applies - excluding its conflict of law rules (e.g. IPRG, Rome I Regulation) and UN Sales Law.
14.2. For disputes from this contract, the exclusive jurisdiction of the court competent for A-5101 Bergheim is agreed.
14.3. The contract language is German.
15. Place of Performance
Place of performance is REACT's business address, unless contractually agreed otherwise. If the contract also includes services by REACT, place of performance is the location where installation is to take place according to the contract.
16. Privacy Policy, Confidentiality Obligation
16.1. REACT and the customer are obligated to comply with the provisions of the Data Protection Act (DSG), the General Data Protection Regulation (GDPR) as well as any other statutory confidentiality obligations.
16.2. REACT processes personal data required for contract fulfillment for this purpose. The detailed data protection information (privacy notice) according to Art 13 ff GDPR can be found on REACT's homepage at: react-systems.eu
16.3. The customer is obligated to take all required data protection measures, particularly those in the sense of GDPR (e.g. obtaining consent declarations from affected persons), so that REACT may process personal data for the purpose of the contractual relationship.
16.4. All data of the contracting partner mutually obtained from the business relationship and about the content of concluded contracts are, insofar as they are to be regarded as business or trade secrets, to be kept confidential by both contracting parties and secret from third parties. This obligation is to be transferred to contractors and employees on both sides.
17. Change of Address
The customer is obligated to notify REACT of changes to their business address as long as the legal transaction subject to the contract has not been completely fulfilled by both parties. If notification is omitted, declarations are also deemed received if they are sent to the last known address.
18. Final Provision
18.1. Should provisions of these GTC or the contract be legally ineffective, invalid and/or void or become so during their term, this does not affect the legal effectiveness and validity of the remaining provisions. In this case, the legally ineffective, invalid and/or void (become legally ineffective, invalid and/or void) provision is to be replaced by one that is legally effective or valid and corresponds in its economic effect to the replaced provision - as far as possible and legally permissible.
18.2. The same applies accordingly in case of a regulatory gap.
Bergheim, on 01.01.2024
REACT Systems GmbH
