Terms and Conditions of Purchase

1. Scope

These terms and conditions apply to all purchases made by Silicon Austria Labs GmbH, hereinafter referred to as “SAL”, and are an inseparable part of all orders and offer confirmations. The contractor expressly accepts with his order confirmation that these General Terms and Conditions of Purchase apply.

Deviating agreements are only valid when accepted by SAL in writing. The terms and conditions of the Contractor shall not be applied.

The "General Terms and Conditions of Purchase" are available to non-German-speaking contractors in English in addition to the German version. In the event of contradictions, ambiguities, doubts or the like, the German version shall apply in any case.

2. Order Process

Acceptance of an offer shall be made exclusively in writing by transmission of a purchase order by SAL. By placing the order, SAL accepts the offer (or just parts of it) as described thereon, but explicitly does not accept the terms and conditions of the contractor’s GTCs, which therefore cannot be agreed automatically with the order.

Each purchase order is provided with an individual purchase order number. The purchase order number should be shown on all required documents (delivery paper, invoice), otherwise the billing can’t be processed.

An order placed shall be confirmed by the contractor with an order confirmation.

Order related documents (order confirmation) should to be sent to the following e-mail address: purchase@silicon-austria.com

Invoices shall be sent exclusively to invoice@silicon-austria.com. See invoicing in point 5.

3. Delivery Terms

The place of performance is principle stated in the order confirmation. Should this not be the case, the place of performance shall be the SAL location in Graz, Linz or Villach at which the majority of the service is provided.

Delivery from the EU area is made according to Incoterms 2020 DPU ("delivered named place unloaded", point-of-use; freely delivered named place of use). Point-of-use is expressly understood to mean the named location within the business premises.

For deliveries from outside the EU, Incoterms 2020 DDP (delivered duty paid) shall apply. Unless otherwise expressly agreed in writing, delivery costs and customs duties are included in the price. The preference confirmation, if the requirements for this are met, must be enclosed.

The purchase order number, the customs tariff, the dual-use classification (ECCN number for US products), the country of origin and the product weight must be stated on the delivery note.

Goods may only be imported and delivered to SAL if this is compatible with the applicable laws and regulations on the import and export of technical data and information, including but not limited to the requirements of the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulation (ITAR) or Foreign Assets Control Regulations, and the applicable laws and regulations.

The contractor shall be responsible for obtaining all licenses or other governmental authorizations (individually and collectively, "Export Authorizations") required for export, re-export or disclosure of information and shall notify SAL if an Export Authorization has been obtained and the terms of such Export Authorization.

The packaging material must be disposed of by the supplier.

4. Prices

The amount of the price shall be based on the contractor’s final offer price on which the order is based. The contractor shall prepare offers, cost estimates and the like free of charge.

The price is to be understood as a complete price. It includes all costs for delivery, installation, commissioning and, if necessary, training on the machine. Furthermore, the price shall cover all expenses and costs of the contractor as well as all necessary supplementary materials and operating materials, travel times, travel expenses, waiting times, standing times, diets, any expense allowances, disposal costs and the like.

If optional parts are listed in the offer, there is no entitlement to remuneration for parts of the service not ordered.

The prices stated in the final offer are fixed prices. They therefore apply unchanged for the full duration of the contract.

5. Invoice Receipt

The invoice must state the purchase order number, the customs tariff, the country of origin and the product weight (as on the delivery note). Furthermore, SAL’s VAT number must be printed on the invoice.

Invoices shall be issued after completion of the service/delivery. All invoices – regardless of the delivery address – are to be addressed to:

Silicon Austria Labs GmbH
Sandgasse 34
8010 Graz
UID-Nr.: ATU [ATU71506113]

Please submit invoices (pdf) via email solely to the following email address: invoice@silicon-austria.com (Accounting)

All invoices are to be issued in EURO.

6. Invoice Verification

Invoices must be prepared in such a way that SAL is able to check the invoice with reasonable effort. It must be comprehensible without special knowledge or expertise (comprehensible list of service invoiced).

All documents relevant for the invoice audit must be attached to the invoice. If an invoice is formally incorrect or defective, or if the invoicing is inadmissible according to the Austrian provisions on invoicing, or if SAL has reasonable doubts about the services on which the invoice is based, the invoice shall be deferred for correction.

SAL has at least 15 working days to review the invoice. Incorrectly issued and faulty invoices, as well as invoices which SAL cannot check with reasonable effort, will be returned to the Contractor for improvement.

SAL is not obliged to check invoices. By paying an invoice, SAL recognizes neither the proper provision of services nor the existence of an obligation to pay. Payments made shall not affect the liability or warranty of the contractor. Payments made shall also not be deemed as acceptance of a (partial) service.

The payment period begins with the receipt of the proper (and, if necessary, corrected) invoice in SAL's accounting department. The day of receipt shall not be included in the period.

7. Payment Conditions

Unless separate payment terms have been agreed, the payment period is 30 days from receipt of the audited or corrected invoice by SAL. The payment period shall only commence on the day after receipt of the respective invoice by SAL's accounting office if the services have been rendered in accordance with the contract and the invoice has been duly submitted.

If payment of the VAT-compliant, proper and defect-free invoice is made within fourteen days after receipt of the invoice, SAL is entitled to deduct a 3% discount from the invoice amount.

SAL reserves the right to make use of all legally permissible offsetting options with counterclaims when paying the invoice. In particular, SAL is entitled to offset claims of any kind, such as claims for damages or warranty/guarantee, against claims of the Contractor.

Payments made have no influence on the liability and warranty of the contractor.

Invoices shall be deemed paid on the date of debiting from the account of SAL. In the event of late payment, SAL pays interest on arrears in the amount of 4% p.a. (in accordance with § 1000 ABGB). The legal regulations of § 458 UGB and § 1333 ABGB do not apply. The contractor waives all legal rights of lien.

8. Cancellation, Withdrawal from the Contract

Unless a more specific regulation has been made, SAL is entitled to withdraw from the contract if there is a qualified delay in delivery by the contractor which is due to the contractor’s own gross responsibility.

SAL is entitled, but not obliged, to set a reasonable period of grace. When setting the grace period, SAL is also entitled to set a penalty for non-compliance with the grace period of max. 0,5 % of the order value per week, but max. 5 %.

If a delay in delivery is due to other circumstances, SAL may withdraw from the contract after a reasonable grace period.

Irrespective of other rights, the contract may be cancelled for an important cause, for example

if the contractor deviates considerably from the service description in the provision of the service,
if circumstances exist that make the proper fulfilment of the order obviously impossible;
if the contractor has taken actions to fraudulently cause damage to SAL, in particular if it has entered into disadvantageous agreements with other companies that are contrary to good morals or the principle of competition;
if the contractor has directly or indirectly promised or granted benefits contrary to good morals to bodies of the contractual partner involved in the conclusion or execution of the contract or has directly threatened or inflicted disadvantages;
in the event of a breach of other contractual provisions by the contractor, insofar as the contractor fails to restore the contractual condition within a period set by SAL;
if the financial circumstances of the contractual partner deteriorate in such a way that it is seriously feared that the contractual partner will not be able to properly fulfil its contractual obligations, for example if insolvency proceedings or comparable proceedings are opened against the assets of the contractual partner, or if the opening of such proceedings has been rejected due to a lack of sufficient assets, insofar as this is legally permissible;
if the award of a contract to the contractor was inadmissible due to provisions of the Austrian Federal Procurement Act (BvergG) as amended;
if SAL is obliged 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, only services or parts of services rendered in accordance with the contract which are useful and usable for SAL shall be remunerated.

If the circumstances leading to the withdrawal of SAL are on the part of the contractor, the contractor is obliged to reimburse SAL for the additional costs incurred by the completion of the service as a substitute measure.

If circumstances that led to the contractor’s withdrawal are on the part of SAL, SAL is obliged, if the conditions are met, to compensate the contractor for the damage caused by the withdrawal. The contractor's claim according to § 1168 para. 1 ABGB (Austrian Civil Code) is excluded. The right to compensation for damages remains unaffected.

9. Warranty

The contractor warrants the contractual and proper performance of the commissioned services. The warranty period is two years for movable items and three years for immovable items according to § 933 ABGB (Austrian Civil Code). The beginning of the warranty period is the final acceptance or acceptance of the entire performance, even if individual parts of the entire contractual performance have already been accepted, taken over or used beforehand.

In deviation from the statutory warranty provisions, it is expressly agreed that the obligation to give notice of defects does not apply to SAL. The provisions of §§ 377 and 378 UGB (Austrian Commercial Code) shall not apply. The remaining statutory provisions remain unaffected.

The takeover or acceptance of services and payments shall under no circumstances be deemed a waiver of the assertion of any claims resulting from defects or other claims.

Warranty services are covered by the purchase prices. Within the scope of the warranty relationship, all activities are therefore to be carried out by the contractor without any additional costs for SAL.

SAL reserves the right to choose the most appropriate way of remedying defects, deviating from the order of § 932 para. 3 ABGB.

If the contractor is in default with this, SAL may remedy the defect itself or have it remedied and demand reimbursement of the necessary expenses.

A rectrification shall be deemed not to e timely if SAL is threatened with disadvantages because SAL itself cannot fulfil its obligations and commitments due to this delay.

10. Severability Clause

Should individual provisions of a concluded contract or these terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose and intention of the parties.

11. Court of Jurisdiction and Law

As a public contracting authority, SAL is subject to the Federal Public Procurement Act as amended. Therefore, the Federal Administrative Court in Vienna is responsible for disputes arising from an award procedure.

The materially competent court in Graz shall have exclusive jurisdiction to decide on 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 and Conditions shall be governed by Austrian law to the exclusion of the conflict of laws, the CISG (UN Convention on Contracts for the International Sale of Goods) and legal norms relating to other legal systems. This shall also apply to dispute concerning the conclusion, binding effect, amendment or legal consequences of these Terms and Conditions of Purchase.

Version: November 28, 2023

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General Terms and Conditions of Purchase	pdf