Table of Contents
1. Scope of Application
These terms and conditions apply to all purchases made by Silicon Austria Labs GmbH, hereinafter referred to as “SAL,” and are an integral part of all orders and order confirmations. By confirming the order, the Contractor expressly accepts that these General Terms and Conditions of Purchase apply.
Any deviating agreements are effective only upon written acceptance by SAL. The Contractor’s General Terms and Conditions of Business do not apply.
The “General Terms and Conditions of Purchase” are available in English for non-German-speaking contractors, in addition to the German version. In the event of contradictions, ambiguities, doubts, or the like, the German version shall prevail in any case.
2. Ordering Process
Acceptance of an offer occurs exclusively in writing through the submission of an order by SAL. By placing the order, SAL accepts the offer (or parts thereof) as described therein, but expressly does not accept the terms and conditions of the contractor’s General Terms and Conditions, which therefore cannot be automatically agreed upon with the order.
Each order is assigned a unique order number. This order number must be included on all required order-related documents (delivery note, invoice, etc.), otherwise the invoice cannot be processed.
Once an order has been placed, it must be confirmed by the contractor via an order confirmation.
Order-related documents (order confirmation) must be sent exclusively to the following email address: purchase@silicon-austria.com
Invoices must be sent exclusively to invoice@silicon-austria.com See “Invoicing” in Section 5.
3. Terms of Delivery
Unless otherwise agreed, the place of performance is generally specified in the order. If this is not the case, the place of performance shall be the SAL facility in Graz, Linz, or Villach where the delivery or service is predominantly provided.
Deliveries from within the EU are made in accordance with Incoterms 2020 DPU (“Delivered at Named Place, Unloaded,” Point-of-Use; delivered free to the named point of use). “Point-of-Use” is expressly understood to mean the specified location within the business premises.
For deliveries from outside the EU, Incoterms 2020 DDP (Delivered Duty Paid) applies. Unless otherwise expressly agreed in writing, shipping costs and customs duties are included in the price. The preferential status confirmation, provided the requirements for it are met, must be submitted as a binding document.
The delivery note must include the order number, the customs tariff, the dual-use classification (for U.S. products, the ECCN number), the country of origin, and the product weight.
Goods may only be imported and delivered to SAL if such import and delivery comply with applicable laws and regulations governing the import and export of technical data and information, including, but not limited to, the requirements of the U.S. Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), or the Foreign Assets Control Regulations, as well as applicable laws and regulations.
The Contractor is responsible for obtaining all licenses or other governmental authorizations (individually and collectively, “export authorizations”) required for the export, re-export, or disclosure of information, and shall notify SAL when an export license has been obtained and, if applicable, communicate the terms and conditions of such export license.
The supplier is responsible for disposing of the packaging material.
4. Prices
The amount of the fee is based on the contractor’s final quoted price underlying the order. The contractor shall prepare offers, cost estimates, and the like free of charge.
The fee is to be understood as a lump-sum price. It includes all costs for delivery, installation, commissioning, and, if applicable, training on a machine. Furthermore, the fee covers all of the Contractor’s expenses and costs, as well as all necessary auxiliary materials and operating supplies, travel time, travel allowances, transportation costs, waiting times, downtime, per diems, any expense reimbursements, disposal costs, and the like.
If optional services are listed in the offer, there is no entitlement to payment for services not called upon.
The prices stated in the final offer are fixed prices. They therefore remain unchanged for the entire term of the contract.
5. Invoice Receipt
The invoice must include the order number, the customs tariff, the country of origin, and the product weight (as listed on the packing slip). Furthermore, the invoice must include SAL’s VAT number.
Invoices must be issued after the service has been rendered or the delivery has been completed. All invoices—regardless of the shipping address—must be addressed to:
Silicon Austria Labs GmbH
Sandgasse 34
8010 Graz
VAT ID No.: ATU [ATU71506113]
Please send invoices (PDF) exclusively by email to the following email address: invoice@silicon-austria.com (Accounting).
All invoices must be issued in euros.
6. Invoice Verification
Invoices must be prepared in such a way that SAL can verify them with reasonable effort. They must be comprehensible without requiring special knowledge or expertise (a comprehensible breakdown of the services billed).
All documents relevant to the invoice audit must be attached to the invoice. If an invoice is non-compliant or defective, or if the invoicing is inadmissible under Austrian invoicing regulations, or if SAL has reasonable doubts regarding the services on which the invoice is based, the invoice will be returned for correction.
SAL shall have at least 15 business days to review the invoice. Incorrectly issued and erroneous invoices, as well as invoices that SAL cannot verify with reasonable effort, will be returned to the contractor for correction.
SAL is not obligated to review invoices. By paying an invoice, SAL does not acknowledge either the proper performance of services or the existence of a payment obligation. Payments made have no effect on the supplier’s liability or warranty. Payments made also do not constitute acceptance of a (partial) service.
The payment period begins upon receipt of the valid (and, if necessary, corrected) invoice by SAL’s accounting department. The day of receipt is not included in the payment period.
7. Payment Terms
Unless separate payment terms have been agreed upon, the payment term is 30 days from the date SAL receives the audited or corrected invoice. The payment term begins only on the day after the respective invoice is received by SAL’s accounting department, provided that the services have been performed in accordance with the contract and the invoice has been issued properly.
If payment is made on an invoice that is subject to sales tax, in proper form, and free of errors within fourteen days of receipt of the invoice, SAL is entitled to deduct a 3% discount from the invoice amount.
SAL reserves the right, upon payment of the invoice, to exercise all legally permissible set-off options against counterclaims. In particular, SAL is entitled to set off claims of any kind—such as those arising from damages or warranty/guarantee—against the contractor’s receivables.
Payments made have no effect on the Contractor’s liability and warranty obligations.
Invoices are deemed paid on the date they are debited from SAL’s account. In the event of late payment, SAL shall owe default interest at a rate of 4% per annum (pursuant to § 1000 ABGB). The provisions of § 458 UGB and § 1333 ABGB shall not apply. The Contractor waives all statutory liens.
8. Termination, Withdrawal from the Contract
Unless otherwise agreed, SAL is entitled to withdraw from the contract if there is a material delay in delivery by the contractor that is attributable solely to the contractor’s gross negligence.
SAL is entitled, but not obligated, to set a reasonable grace period. Upon setting the grace period, SAL is also entitled to impose a penalty for failure to meet the grace period in the amount of up to 0.5% of the order value per week, up to a maximum of 5%.
If a delay in delivery is attributable to other circumstances, SAL may withdraw from the contract after setting a reasonable grace period.
Notwithstanding any other rights, the contract may be terminated for good cause, for example
if the contractor deviates significantly from the scope of work in the performance of the services;
if circumstances exist that obviously make proper fulfillment of the order impossible;
if the contractor has taken actions intended to cause harm to SAL with fraudulent intent, in particular if the contractor has entered into agreements with other companies that are detrimental, contrary to public policy, or in violation of the principle of fair competition;
if the contractor, directly or indirectly, has acted in a manner contrary to public policy toward officers of the contracting party who are involved in the conclusion or performance of the contract;
in the event of a breach of other contractual provisions by the Contractor, provided that the Contractor does not restore compliance with the contract within a period set by SAL;
if the contractual partner’s financial circumstances deteriorate to such an extent that there is serious reason to fear that the contractual partner will be unable to properly fulfill its contractual obligations, for example, if insolvency proceedings or comparable proceedings are initiated against the contracting party’s assets, or if the initiation of such proceedings has been dismissed due to insufficient assets, provided this is permitted by law;
if the award of a contract to the contractor was impermissible under the provisions of the Austrian Federal Procurement Act, as currently in force;
if SAL is obligated to terminate the contract due to general legal provisions (e.g., sanctions).
Withdrawal from the contract must be declared in writing. In all cases of withdrawal, compensation shall be paid exclusively for services or parts of services rendered in accordance with the contract that are usable and beneficial to SAL.
If the circumstances that led to SAL’s withdrawal are attributable to the contractor, the contractor is obligated to reimburse SAL for the additional costs incurred in completing the service as a substitute measure.
If the circumstances that led to the contractor’s withdrawal are attributable to SAL, SAL is obligated, provided the conditions are met, to compensate the contractor for the damages incurred as a result of the withdrawal. The contractor’s claim under Section 1168(1) of the Austrian Civil Code (ABGB) is excluded. This does not affect the right to compensation for damages.
9. Warranty
The Contractor warrants that the contracted services will be performed in accordance with the contract and in a proper manner. Pursuant to § 933 of the Austrian Civil Code (ABGB), the warranty period is two years for movable property and three years for immovable property. The warranty period begins upon final acceptance or handover of the entire service, even if individual parts of the total contractual service have already been accepted, taken over, or used beforehand.
Notwithstanding the statutory warranty provisions, it is expressly agreed that SAL is not required to provide notice of defects. The provisions of Sections 377 and 378 of the Austrian Commercial Code (UGB) do not apply. The remaining statutory provisions remain unaffected.
The acceptance or approval of services, as well as payments, shall under no circumstances be deemed a waiver of the right to assert any claims arising from defects or other grounds.
Services provided under the warranty are covered by the purchase prices. Within the scope of the warranty relationship, the Contractor must therefore perform all work at no additional cost to SAL.
SAL reserves the right to choose the method of remedying the defect that is most appropriate for it, notwithstanding the order specified in § 932(2) of the Austrian Civil Code (ABGB).
If the Contractor is hereby in default, SAL may remedy the defect itself or have it remedied and demand reimbursement of the necessary expenses.
Rectification shall be deemed untimely if SAL faces adverse consequences because, due to this delay, SAL itself is unable to fulfill its obligations and commitments.
10. Severability Clause
If any individual provisions of a concluded contract or of these Terms and Conditions should be invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid clause that comes as close as possible to the intended purpose and the parties’ intent.
11. Jurisdiction and Governing Law
As a public contracting authority, SAL is subject to the Federal Public Procurement Act in its currently valid version. The Federal Administrative Court in Vienna therefore has jurisdiction over disputes arising from a procurement procedure.
The court with subject-matter jurisdiction in Graz has exclusive jurisdiction to decide all other disputes arising from the contract—including those concerning its existence or non-existence. These Terms and Conditions of Purchase and all contracts subject to these terms are governed by Austrian law, excluding conflict-of-laws rules, the CISG (UN Convention on Contracts for the International Sale of Goods), and legal provisions referring to other legal systems. This also applies to disputes regarding the formation, binding effect, amendment, or legal consequences of these Terms and Conditions of Purchase.
Version: 28.11.2023
