Terms and Conditions
GTC
INSIGHT INSTRUMENTS General Terms and Conditions of Sale (GTC) for Mechatronics Engineers in Business Transactions – as at 2019
1. Scope
1.1. These Terms and Conditions shall apply between us (Insight Instruments) and natural and legal persons (hereinafter referred to as the ‘Customer’) in respect of the business transaction in question, as well as to all future transactions, even if no express reference is made to them in individual cases, in particular in the case of future supplementary or follow-up orders.
1.2. The version of our General Terms and Conditions in force at the time the contract is concluded shall apply; this version is available on our website (https://biofeedback.co.at/ueber-uns/allgemeine-geschaeftsbedingungen/) and has also been sent to the customer.
1.3. We enter into contracts exclusively on the basis of our General Terms and Conditions.
1.4. The customer’s terms and conditions, or any amendments or additions to our General Terms and Conditions, require our express written consent to be valid.
1.5. The Customer’s terms and conditions shall not be recognised even if we do not expressly object to them upon receipt.
2. Offers, conclusion of contracts
2.1. Our quotations are non-binding.
2.2. Any undertakings, representations and warranties on our part, or any agreements deviating from these General Terms and Conditions in connection with the conclusion of the contract, shall only become binding upon our written confirmation.
2.3. Information about our products and services contained in catalogues, price lists, leaflets, advertisements at trade fair stands, circulars, promotional mailings or other media (information material), the customer must bring such information to our attention – provided the customer bases their decision to place an order on it. In such cases, we may comment on its accuracy. Should the customer fail to fulfil this obligation, such information shall be non-binding unless it has been expressly incorporated into the contract in writing.
2.4. Quotations are provided without guarantee and are subject to a fee.
3. Prices
3.1. Prices quoted are not, as a rule, to be understood as a flat rate.
3.2. In the case of services requested by the customer which are not covered by the original order, the contractor is entitled to payment for work already carried out in the absence of an agreement on the fee for the work.
3.3. Prices quoted are exclusive of the applicable statutory value-added tax and ex-works. Costs relating to packaging, transport, loading and dispatch, as well as customs duties and insurance, shall be borne by the customer. We are only obliged to take back packaging if this has been expressly agreed.
3.4. The customer must arrange for the disposal of waste materials in accordance with technical and environmental requirements. If we are specifically commissioned to do so, the customer shall pay us an additional fee for this to the extent agreed; in the absence of an agreement on remuneration, the fee shall be calculated on a cost-plus basis.
3.5. We are entitled, at our own discretion, and obliged, at the customer’s request, to adjust the contractually agreed fees if changes amounting to at least 5% occur in respect of (a) labour costs as a result of legislation, regulations, collective agreements or works agreements, or (b) other cost factors necessary for the provision of services, such as the procurement costs of the materials to be used, arising from recommendations by the Joint Committees or from changes in national or world market prices for raw materials, exchange rates, etc., since the conclusion of the contract. The adjustment shall be made to the extent that the actual production costs at the time the contract was concluded differ from those at the time of the actual provision of the service, provided that we are not in default.
3.6. The remuneration for continuing contracts is agreed to be index-linked in accordance with the CPI 2010, and remuneration is therefore adjusted accordingly. The month in which the contract was concluded is taken as the basis.
3.7. Travel, daily allowance and accommodation costs will be invoiced separately. Travel time is counted as working time.
4. Goods provided
4.1. If the customer provides equipment or other materials, we are entitled to charge the customer 10% of the value of the equipment or materials provided as a handling surcharge.
4.2. Such equipment and other materials supplied by the customer are not covered by the warranty. The customer is responsible for the quality and operational readiness of any items supplied.
5. Payment
5.1. Terms of payment: Payment in advance upon placing the order
5.2. Entitlement to a cash discount requires an express written agreement.
5.3. Any payment specifications made by the customer on bank transfer forms are not binding on us.
5.4. If the customer defaults on payment under other contractual relationships with us, we shall be entitled to suspend the fulfilment of our obligations under this contract until the customer has fulfilled their obligations.
5.5. We shall then also be entitled to declare all claims for services already rendered under the ongoing business relationship with the customer due and payable.
5.6. If the payment deadline is exceeded – even in respect of a single instalment – any concessions granted (discounts, reductions, etc.) shall lapse and be added to the invoice.
5.7. In the event of late payment, the customer undertakes to reimburse us for any necessary and reasonable costs incurred in recovering the debt (reminder fees, debt collection charges, legal fees, etc.).
5.8. In accordance with Section 456 of the Austrian Commercial Code (UGB), we are entitled to charge 9.2 % points above the base rate in the event of a default caused by the customer.
5.9. We reserve the right to claim further damages arising from the delay.
5.10. The customer shall only be entitled to set-off to the extent that counter-claims have been established by a court or acknowledged by us.
5.11. In the event of a delay in payment for which the customer is at fault, the customer undertakes to pay a reminder fee of €50 per reminder, provided such reminders are necessary and proportionate for the purpose of recovering the debt, and provided this is proportionate to the amount of the debt being pursued.
6. Credit check
6.1. The customer expressly agrees that their data may be passed on to the state-authorised creditor protection associations – the Alpenländischer Kreditorenverband (AKV), the Österreichischer Verband Creditreform (ÖVC), the Insolvency Protection Association for Employees (ISA) and the Credit Protection Association of 1870 (KSV).
7. The customer’s obligations to cooperate
7.1. Our obligation to perform the service shall commence, at the earliest, once all technical details have been clarified, the customer has fulfilled the technical and legal requirements (which we will be happy to provide upon request), we have received any agreed advance payments or security deposits, and the customer has fulfilled their contractual obligations regarding advance performance and cooperation, in particular those set out in the sub-clauses below.
7.2. Where we are to carry out installation work, the customer is obliged to ensure that work can commence immediately upon the arrival of our installation team.
7.3. The customer must, at their own expense, obtain the necessary third-party authorisations as well as any notifications and authorisations from the relevant authorities. Please feel free to contact us for further information on these matters.
7.4. The energy and water required for the performance of the work, including trial operation, shall be provided by the customer at the customer’s expense.
7.5. The customer must provide us, free of charge, with lockable rooms to which third parties have no access for the duration of the work, for the workers to use as accommodation and for the storage of tools and materials.
7.6. The customer shall be liable for ensuring that the necessary structural, technical and legal requirements for the work to be carried out or the item to be purchased are met; these requirements are set out in the contract or in the information provided to the customer prior to the conclusion of the contract, or which the customer ought to have been aware of on the basis of relevant specialist knowledge or experience.
7.7. The customer is also responsible for ensuring that technical installations, such as supply lines, cabling, networks and the like, are in a technically sound and operational condition and are compatible with the works or goods to be supplied by us.
7.8. We are entitled, but not obliged, to inspect these installations in return for a separate fee.
7.9. In particular, prior to the commencement of installation work, the customer must, without being asked, provide the necessary information regarding the location of concealed electricity, gas and water pipes or similar installations, escape routes, other structural obstacles, potential sources of danger and the required structural data.
7.10. Please contact us for order-specific details regarding the required information.
7.11. The customer bears sole responsibility for the design and functionality of any parts supplied. There is no obligation to verify any documents, information or instructions provided by the customer – beyond the compilation of a technical construction dossier and the certification of compliance with the Machinery Directive and, where applicable, any other relevant directives – in relation to the goods to be supplied, and we shall not be liable in this regard. The obligation to issue the certificate may be contractually transferred to the customer who places the goods to be supplied on the market.
7.12. The customer is not entitled to assign any claims or rights arising from the contractual relationship without our written consent.
8. Performance of the contract
8.1. We are only obliged to take into account any subsequent requests from the customer for changes or additions if these are necessary for technical reasons in order to fulfil the purpose of the contract.
8.2. Minor changes to the performance of our services which are reasonable for the customer and objectively justified shall be deemed to have been approved in advance.
8.3. If, after the order has been placed, the order is amended or supplemented for any reason whatsoever, the delivery/performance period shall be extended by the corresponding period.
8.4. If, after the contract has been concluded, the customer requests that the services be performed within a shorter timeframe, this constitutes a variation to the contract. This may necessitate overtime and/or incur additional costs due to the need to expedite the procurement of materials, and the fee shall be increased in proportion to the additional effort required.
8.5. OBJECTIVELY (E.G. SIZE OF THE INSTALLATION, CONSTRUCTION PROGRESS, ETC.) PARTIAL DELIVERIES AND SERVICES JUSTIFIED ON THESE GROUNDS ARE PERMITTED AND MAY BE INVOICED SEPARATELY.
8.6. Where delivery on call has been agreed, the subject-matter of the contract shall be deemed to have been called off no later than six months after the order was placed.
1. Scope
1.1. These Terms and Conditions shall apply between us (Insight Instruments) and natural and legal persons (hereinafter referred to as the ‘Customer’) in respect of the business transaction in question, as well as to all future transactions, even if no express reference is made to them in individual cases, in particular in the case of future supplementary or follow-up orders.
1.2. The version of our General Terms and Conditions in force at the time the contract is concluded shall apply; this version is available on our website (https://biofeedback.co.at/ueber-uns/allgemeine-geschaeftsbedingungen/) and has also been sent to the customer.
1.3. We enter into contracts exclusively on the basis of our General Terms and Conditions.
1.4. The customer’s terms and conditions, or any amendments or additions to our General Terms and Conditions, require our express written consent to be valid.
1.5. The Customer’s terms and conditions shall not be recognised even if we do not expressly object to them upon receipt.
2. Offers, conclusion of contracts
2.1. Our quotations are non-binding.
2.2. Any undertakings, representations and warranties on our part, or any agreements deviating from these General Terms and Conditions in connection with the conclusion of the contract, shall only become binding upon our written confirmation.
2.3. Information about our products and services contained in catalogues, price lists, leaflets, advertisements at trade fair stands, circulars, promotional mailings or other media (information material), the customer must bring such information to our attention – provided the customer bases their decision to place an order on it. In such cases, we may comment on its accuracy. Should the customer fail to fulfil this obligation, such information shall be non-binding unless it has been expressly incorporated into the contract in writing.
2.4. Quotations are provided without guarantee and are subject to a fee.
3. Prices
3.1. Prices quoted are not, as a rule, to be understood as a flat rate.
3.2. In the case of services requested by the customer which are not covered by the original order, the contractor is entitled to payment for work already carried out in the absence of an agreement on the fee for the work.
3.3. Prices quoted are exclusive of the applicable statutory value-added tax and ex-works. Costs relating to packaging, transport, loading and dispatch, as well as customs duties and insurance, shall be borne by the customer. We are only obliged to take back packaging if this has been expressly agreed.
3.4. The customer must arrange for the disposal of waste materials in accordance with technical and environmental requirements. If we are specifically commissioned to do so, the customer shall pay us an additional fee for this to the extent agreed; in the absence of an agreement on remuneration, the fee shall be calculated on a cost-plus basis.
3.5. We are entitled, at our own discretion, and obliged, at the customer’s request, to adjust the contractually agreed fees if changes amounting to at least 5% occur in respect of (a) labour costs as a result of legislation, regulations, collective agreements or works agreements, or (b) other cost factors necessary for the provision of services, such as the procurement costs of the materials to be used, arising from recommendations by the Joint Committees or from changes in national or world market prices for raw materials, exchange rates, etc., since the conclusion of the contract. The adjustment shall be made to the extent that the actual production costs at the time the contract was concluded differ from those at the time of the actual provision of the service, provided that we are not in default.
3.6. The remuneration for continuing contracts is agreed to be index-linked in accordance with the CPI 2010, and remuneration is therefore adjusted accordingly. The month in which the contract was concluded is taken as the basis.
3.7. Travel, daily allowance and accommodation costs will be invoiced separately. Travel time is counted as working time.
4. Goods provided
4.1. If the customer provides equipment or other materials, we are entitled to charge the customer 10% of the value of the equipment or materials provided as a handling surcharge.
4.2. Such equipment and other materials supplied by the customer are not covered by the warranty. The customer is responsible for the quality and operational readiness of any items supplied.
5. Payment
5.1. Terms of payment: Payment in advance upon placing the order
5.2. Entitlement to a cash discount requires an express written agreement.
5.3. Any payment specifications made by the customer on bank transfer forms are not binding on us.
5.4. If the customer defaults on payment under other contractual relationships with us, we shall be entitled to suspend the fulfilment of our obligations under this contract until the customer has fulfilled their obligations.
5.5. We shall then also be entitled to declare all claims for services already rendered under the ongoing business relationship with the customer due and payable.
5.6. If the payment deadline is exceeded – even in respect of a single instalment – any concessions granted (discounts, reductions, etc.) shall lapse and be added to the invoice.
5.7. In the event of late payment, the customer undertakes to reimburse us for any necessary and reasonable costs incurred in recovering the debt (reminder fees, debt collection charges, legal fees, etc.).
5.8. In accordance with Section 456 of the Austrian Commercial Code (UGB), we are entitled to charge 9.2 % points above the base rate in the event of a default caused by the customer.
5.9. We reserve the right to claim further damages arising from the delay.
5.10. The customer shall only be entitled to set-off to the extent that counter-claims have been established by a court or acknowledged by us.
5.11. In the event of a delay in payment for which the customer is at fault, the customer undertakes to pay a reminder fee of €50 per reminder, provided such reminders are necessary and proportionate for the purpose of recovering the debt, and provided this is proportionate to the amount of the debt being pursued.
6. Credit check
6.1. The customer expressly agrees that their data may be passed on to the state-authorised creditor protection associations – the Alpenländischer Kreditorenverband (AKV), the Österreichischer Verband Creditreform (ÖVC), the Insolvency Protection Association for Employees (ISA) and the Credit Protection Association of 1870 (KSV).
7. The customer’s obligations to cooperate
7.1. Our obligation to perform the service shall commence, at the earliest, once all technical details have been clarified, the customer has fulfilled the technical and legal requirements (which we will be happy to provide upon request), we have received any agreed advance payments or security deposits, and the customer has fulfilled their contractual obligations regarding advance performance and cooperation, in particular those set out in the sub-clauses below.
7.2. Where we are to carry out installation work, the customer is obliged to ensure that work can commence immediately upon the arrival of our installation team.
7.3. The customer must, at their own expense, obtain the necessary third-party authorisations as well as any notifications and authorisations from the relevant authorities. Please feel free to contact us for further information on these matters.
7.4. The energy and water required for the performance of the work, including trial operation, shall be provided by the customer at the customer’s expense.
7.5. The customer must provide us, free of charge, with lockable rooms to which third parties have no access for the duration of the work, for the workers to use as accommodation and for the storage of tools and materials.
7.6. The customer shall be liable for ensuring that the necessary structural, technical and legal requirements for the work to be carried out or the item to be purchased are met; these requirements are set out in the contract or in the information provided to the customer prior to the conclusion of the contract, or which the customer ought to have been aware of on the basis of relevant specialist knowledge or experience.
7.7. The customer is also responsible for ensuring that technical installations, such as supply lines, cabling, networks and the like, are in a technically sound and operational condition and are compatible with the works or goods to be supplied by us.
7.8. We are entitled, but not obliged, to inspect these installations in return for a separate fee.
7.9. In particular, prior to the commencement of installation work, the customer must, without being asked, provide the necessary information regarding the location of concealed electricity, gas and water pipes or similar installations, escape routes, other structural obstacles, potential sources of danger and the required structural data.
7.10. Please contact us for order-specific details regarding the required information.
7.11. The customer bears sole responsibility for the design and functionality of any parts supplied. There is no obligation to verify any documents, information or instructions provided by the customer – beyond the compilation of a technical construction dossier and the certification of compliance with the Machinery Directive and, where applicable, any other relevant directives – in relation to the goods to be supplied, and we shall not be liable in this regard. The obligation to issue the certificate may be contractually transferred to the customer who places the goods to be supplied on the market.
7.12. The customer is not entitled to assign any claims or rights arising from the contractual relationship without our written consent.
8. Performance of the contract
8.1. We are only obliged to take into account any subsequent requests from the customer for changes or additions if these are necessary for technical reasons in order to fulfil the purpose of the contract.
8.2. Minor changes to the performance of our services which are reasonable for the customer and objectively justified shall be deemed to have been approved in advance.
8.3. If, after the order has been placed, the order is amended or supplemented for any reason whatsoever, the delivery/performance period shall be extended by the corresponding period.
8.4. If, after the contract has been concluded, the customer requests that the services be performed within a shorter timeframe, this constitutes a variation to the contract. This may necessitate overtime and/or incur additional costs due to the need to expedite the procurement of materials, and the fee shall be increased in proportion to the additional effort required.
8.5. OBJECTIVELY (E.G. SIZE OF THE INSTALLATION, CONSTRUCTION PROGRESS, ETC.) PARTIAL DELIVERIES AND SERVICES JUSTIFIED ON THESE GROUNDS ARE PERMITTED AND MAY BE INVOICED SEPARATELY.
8.6. Where delivery on call has been agreed, the subject-matter of the contract shall be deemed to have been called off no later than six months after the order was placed.
9. Delivery and performance deadlines
9.1. Delivery and performance periods and deadlines are only binding on us if they have been set out in writing. Any deviation from this formal requirement must also be set out in writing.
9.2. Deadlines and dates shall be extended in the event of force majeure, strikes, unforeseeable delays on the part of our suppliers for which we are not responsible, or other comparable events beyond our control, for the duration of the relevant event. This shall not affect the customer’s right to withdraw from the contract in the event of delays which make it unreasonable to expect them to remain bound by the contract.
9.3. If the commencement of the provision of services or the performance of such services is delayed or interrupted due to circumstances attributable to the customer, in particular as a result of a breach of the obligations to cooperate set out in Clause 7, the service deadlines shall be extended accordingly and the completion dates postponed accordingly.
9.4. We are entitled to charge 2% of the invoice amount for each month or part thereof during which the performance is delayed, to cover the costs of storing materials, equipment and the like on our premises, whilst the Customer’s obligation to pay and their obligation to take delivery remain unaffected.
9.5. In the event of withdrawal from the contract on the grounds of default, the customer must set a grace period by registered letter, whilst at the same time giving notice of withdrawal.
9.1. Delivery and performance periods and deadlines are only binding on us if they have been set out in writing. Any deviation from this formal requirement must also be set out in writing.
9.2. Deadlines and dates shall be extended in the event of force majeure, strikes, unforeseeable delays on the part of our suppliers for which we are not responsible, or other comparable events beyond our control, for the duration of the relevant event. This shall not affect the customer’s right to withdraw from the contract in the event of delays which make it unreasonable to expect them to remain bound by the contract.
9.3. If the commencement of the provision of services or the performance of such services is delayed or interrupted due to circumstances attributable to the customer, in particular as a result of a breach of the obligations to cooperate set out in Clause 7, the service deadlines shall be extended accordingly and the completion dates postponed accordingly.
9.4. We are entitled to charge 2% of the invoice amount for each month or part thereof during which the performance is delayed, to cover the costs of storing materials, equipment and the like on our premises, whilst the Customer’s obligation to pay and their obligation to take delivery remain unaffected.
9.5. In the event of withdrawal from the contract on the grounds of default, the customer must set a grace period by registered letter, whilst at the same time giving notice of withdrawal.
9.6 As of December 2022, the estimated delivery date for devices ordered at present is February 2023.
10. Risk assumption
10.1. THE RISK SHALL PASS TO THE BUSINESS CUSTOMER AS SOON AS WE HAVE MADE THE PURCHASED ITEM, MATERIAL OR WORK READY FOR COLLECTION AT THE FACTORY OR WAREHOUSE, DELIVER IT OURSELVES OR HAND IT OVER TO A CARRIER.
10.2. THE BUSINESS CUSTOMER SHALL TAKE OUT APPROPRIATE INSURANCE TO COVER THIS RISK. WE UNDERTAKE TO TAKE OUT CARRIAGE INSURANCE UPON THE CUSTOMER’S WRITTEN REQUEST AND AT THE CUSTOMER’S EXPENSE. THE CUSTOMER CONSENTS TO ANY STANDARD METHOD OF SHIPMENT.
11. Default of acceptance
11.1. If the customer is in default of acceptance for more than 4 weeks (refusal to accept, delay in making advance payments or otherwise, failure to place a call-off order within the agreed timeframe in the case of a call-off order), and if, despite a grace period having been set, the customer has failed to remedy the circumstances attributable to them which are delaying or preventing the performance of the service, we may, whilst the contract remains in force, dispose of the equipment and materials specified for the performance of the service as we see fit, provided that, should the performance of the service continue, we procure replacements within a period appropriate to the circumstances.
11.2. In the event of the Customer’s default in acceptance, we shall also be entitled, whilst insisting on performance of the contract, to store the goods on our premises, for which we shall be entitled to a storage fee in accordance with clause 9.4.
11.3. In the event of a justified withdrawal from the contract, we may claim lump-sum compensation from the customer amounting to 40 % of the gross contract value without having to provide evidence of the actual loss.
11.4. A claim for higher damages is permitted.
12. Retention of title
12.1. The goods delivered, installed or otherwise handed over by us shall remain our property until full payment has been made.
12.2. Resale is only permitted if we have been notified in good time in advance, stating the name and exact address of the purchaser, and we have given our consent to the sale. Should we give our consent, the claim for the purchase price shall be deemed to have been assigned to us with immediate effect.
12.3. Until the fee or purchase price has been paid in full, the customer must note this assignment in its accounts and on its invoices and inform its respective debtors thereof. Upon request, the customer must provide us with all documents and information necessary to enforce the assigned claims and entitlements.
12.4. Should the customer fall into arrears with payment, we shall be entitled, once a grace period has been set, to demand the return of the goods subject to retention of title.
12.5. The customer must notify us immediately before the commencement of bankruptcy proceedings in respect of its assets or the attachment of our goods subject to retention of title.
12.6. The customer expressly agrees that we may enter the premises where the goods subject to retention of title are located in order to enforce our retention of title.
12.7. The customer shall bear any costs that are necessary and incurred in the course of appropriate legal proceedings.
12.8. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly stated.
12.9. We may dispose of the goods subject to retention of title that have been taken back by private sale and in the best possible manner.
12.10. Until all our claims have been paid in full, the subject matter of the service or sale must not be pledged, transferred by way of security or otherwise encumbered with the rights of third parties. In the event of attachment or any other form of enforcement, the customer is obliged to draw attention to our right of ownership and to notify us without delay.
13. Third-party intellectual property rights
13.1. In the case of goods which we manufacture in accordance with the Customer’s documentation (design details, drawings, models or other specifications, etc.), the Customer shall be solely responsible for ensuring that the manufacture of such goods does not infringe any third-party intellectual property rights.
13.2. Should third parties nevertheless assert intellectual property rights, we shall be entitled to suspend production of the goods to be supplied at the Customer’s risk until the third parties’ rights have been clarified, unless it is manifestly clear that the claims are unfounded.
13.3. The customer shall indemnify and hold us harmless in this regard.
13.4. We are entitled to require business customers to pay an advance towards any legal costs incurred.
13.5. We may also claim reimbursement from the customer for any necessary and reasonable costs we have incurred.
13.6. We are entitled to request advance payments to cover any legal costs that may be incurred.
14. Our intellectual property
14.1. The goods to be supplied and any related design documents, plans, sketches, cost estimates and other documents, as well as any software provided by us or created as part of our contribution, shall remain our intellectual property.
14.2. Their use, in particular their disclosure, reproduction, publication and making available – including copying even in part – as well as their imitation, adaptation or exploitation, requires our express consent.
14.3. The customer further undertakes to maintain the confidentiality of any information received in the course of the business relationship vis-à-vis third parties.
15. Warranty
15.1. The warranty period for our services is one year from the date of handover.
15.2. Unless otherwise agreed (e.g. formal acceptance), the date of handover shall be the date of completion, or at the latest when the customer has taken the service into their possession or has refused to accept it without giving reasons. From the date on which the Customer is notified of completion, the service shall be deemed to have been taken into the Customer’s possession, unless acceptance is refused on valid grounds.
15.3. If a joint handover is scheduled and the customer fails to attend on the handover date notified to them, the handover shall be deemed to have taken place on that date.
15.4. Rectifying a defect alleged by the customer does not constitute an acknowledgement of such a defect.
15.5. The customer must always prove that the defect was already present at the time of handover.
15.6. In order to rectify any defects, the customer must make the plant or equipment available to us without undue delay and allow us to inspect it, either ourselves or through experts appointed by us.
15.7. Notices of defects and complaints of any kind must be submitted in writing to our company’s registered office without delay (at the latest within 10 working days), accompanied by as detailed a description of the defect as possible and an indication of the possible causes; failure to do so will result in the loss of warranty claims. The goods or works in question must be handed over by the customer, provided this is practicable.
15.8. If the Customer’s claims of defects are unfounded, the Customer shall be obliged to reimburse us for any costs incurred in establishing that the goods are free from defects or in rectifying any defects.
15.9. The Customer must immediately cease any use or processing of the defective goods which risks causing further damage or which complicates or prevents the rectification of the cause, provided this is not unreasonably onerous.
15.10. We are entitled to carry out, or arrange for the carrying out of, any investigation we deem necessary, even if this renders the goods or workpieces unusable. In the event that this examination reveals that we are not responsible for any defects, the customer shall bear the costs of this examination against a fee charged for the service.
15.11. Any transport and travel costs incurred in connection with the rectification of defects shall be borne by the customer. Upon our request, the customer shall provide the necessary labour, power and premises free of charge and shall cooperate in accordance with clause 7.
15.12. The customer must allow us at least two attempts to rectify the defect.
15.13. We may avert a claim for specific performance by rectifying the defect or granting a price reduction, provided that the defect is not a material and irreparable one.
15.14. Where the goods are manufactured on the basis of information, drawings, plans, models or other specifications provided by the Customer, we shall only guarantee that they are manufactured in accordance with the terms and conditions.
15.15. The fact that the work is not fully suitable for the agreed purpose does not constitute a defect if this is based exclusively on actual circumstances that differ from the information available to us at the time of performance, because the customer has failed to fulfil their obligations to cooperate as set out in the section ‘Obligations of the Customer to Cooperate’. .
15.16. Similarly, it shall not constitute a defect if the Customer’s technical installations, such as supply lines, cabling, networks and the like, are not in a technically sound and operational condition or are not compatible with the items supplied.
16. Liability
16.1. In the event of a breach of contractual or pre-contractual obligations, in particular due to impossibility of performance, delay, etc., we shall only be liable for financial loss in cases of wilful misconduct or gross negligence arising from technical circumstances.
16.2. Liability is limited to the maximum sum insured under any third-party liability insurance policy we may have taken out.
16.3. This limitation also applies in respect of damage to any item that we have taken in for processing.
16.4. Claims for damages must be brought before the courts within two years, failing which they shall lapse.
16.5. The limitations or exclusions of liability also extend to claims against our employees, agents and vicarious agents arising from damage caused by them to the customer, irrespective of whether they have a contract with the customer.
16.6. We shall not be liable for damage resulting from improper handling or storage, overuse, failure to comply with operating and installation instructions, incorrect assembly, commissioning, servicing or maintenance by the customer or third parties not authorised by us, or natural wear and tear, provided that such an event was the cause of the damage. The exclusion of liability also applies to the failure to carry out necessary maintenance.
16.7. If and to the extent that the customer is entitled to insurance benefits under a policy taken out by the customer or in the customer’s favour (e.g. third-party liability insurance, comprehensive motor insurance, transport, fire, business interruption and others), the Customer undertakes to claim the insurance benefits, and our liability towards the Customer shall in this respect be limited to the disadvantages incurred by the Customer as a result of claiming these insurance benefits (e.g. higher insurance premiums).
16.8. We are obliged to provide those product characteristics which, in view of the approval regulations, operating instructions and other product-related instructions and guidance (in particular regarding inspection and maintenance) provided by us, third-party manufacturers or importers, taking into account the Customer’s knowledge and experience. The customer, as a reseller, must take out adequate insurance against product liability claims and indemnify and hold us harmless against any recourse claims.
17. Severability clause
17.1. Should any provision of these Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
17.2. The parties hereby undertake to agree on a substitute provision – based on the principles of good faith between contracting parties – which comes as close as possible to the economic outcome, taking into account the customary practice within the industry regarding the invalid term.
18. General
18.1. AUSTRIAN LAW SHALL APPLY.
18.2. THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXCLUDED.
18.3. THE PLACE OF PERFORMANCE SHALL BE THE COMPANY’S REGISTERED OFFICE (HALLEIN).
18.4. The place of jurisdiction for all disputes arising from the contractual relationship or from any future contracts between us and the customer shall be the court with local jurisdiction over our registered office.
18.5. The customer must notify us immediately in writing of any changes to their name, company name, address, legal form or other relevant information. Notes: These General Terms and Conditions have been drawn up in accordance with the legislation currently in force. However, please note that, despite the utmost care having been taken, all information is provided without guarantee, and the author, the publisher and the Austrian Chambers of Commerce accept no liability. Independent amendments are permitted, but are made entirely at the customer’s own risk. References to the masculine gender apply equally to both genders.
10. Risk assumption
10.1. THE RISK SHALL PASS TO THE BUSINESS CUSTOMER AS SOON AS WE HAVE MADE THE PURCHASED ITEM, MATERIAL OR WORK READY FOR COLLECTION AT THE FACTORY OR WAREHOUSE, DELIVER IT OURSELVES OR HAND IT OVER TO A CARRIER.
10.2. THE BUSINESS CUSTOMER SHALL TAKE OUT APPROPRIATE INSURANCE TO COVER THIS RISK. WE UNDERTAKE TO TAKE OUT CARRIAGE INSURANCE UPON THE CUSTOMER’S WRITTEN REQUEST AND AT THE CUSTOMER’S EXPENSE. THE CUSTOMER CONSENTS TO ANY STANDARD METHOD OF SHIPMENT.
11. Default of acceptance
11.1. If the customer is in default of acceptance for more than 4 weeks (refusal to accept, delay in making advance payments or otherwise, failure to place a call-off order within the agreed timeframe in the case of a call-off order), and if, despite a grace period having been set, the customer has failed to remedy the circumstances attributable to them which are delaying or preventing the performance of the service, we may, whilst the contract remains in force, dispose of the equipment and materials specified for the performance of the service as we see fit, provided that, should the performance of the service continue, we procure replacements within a period appropriate to the circumstances.
11.2. In the event of the Customer’s default in acceptance, we shall also be entitled, whilst insisting on performance of the contract, to store the goods on our premises, for which we shall be entitled to a storage fee in accordance with clause 9.4.
11.3. In the event of a justified withdrawal from the contract, we may claim lump-sum compensation from the customer amounting to 40 % of the gross contract value without having to provide evidence of the actual loss.
11.4. A claim for higher damages is permitted.
12. Retention of title
12.1. The goods delivered, installed or otherwise handed over by us shall remain our property until full payment has been made.
12.2. Resale is only permitted if we have been notified in good time in advance, stating the name and exact address of the purchaser, and we have given our consent to the sale. Should we give our consent, the claim for the purchase price shall be deemed to have been assigned to us with immediate effect.
12.3. Until the fee or purchase price has been paid in full, the customer must note this assignment in its accounts and on its invoices and inform its respective debtors thereof. Upon request, the customer must provide us with all documents and information necessary to enforce the assigned claims and entitlements.
12.4. Should the customer fall into arrears with payment, we shall be entitled, once a grace period has been set, to demand the return of the goods subject to retention of title.
12.5. The customer must notify us immediately before the commencement of bankruptcy proceedings in respect of its assets or the attachment of our goods subject to retention of title.
12.6. The customer expressly agrees that we may enter the premises where the goods subject to retention of title are located in order to enforce our retention of title.
12.7. The customer shall bear any costs that are necessary and incurred in the course of appropriate legal proceedings.
12.8. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly stated.
12.9. We may dispose of the goods subject to retention of title that have been taken back by private sale and in the best possible manner.
12.10. Until all our claims have been paid in full, the subject matter of the service or sale must not be pledged, transferred by way of security or otherwise encumbered with the rights of third parties. In the event of attachment or any other form of enforcement, the customer is obliged to draw attention to our right of ownership and to notify us without delay.
13. Third-party intellectual property rights
13.1. In the case of goods which we manufacture in accordance with the Customer’s documentation (design details, drawings, models or other specifications, etc.), the Customer shall be solely responsible for ensuring that the manufacture of such goods does not infringe any third-party intellectual property rights.
13.2. Should third parties nevertheless assert intellectual property rights, we shall be entitled to suspend production of the goods to be supplied at the Customer’s risk until the third parties’ rights have been clarified, unless it is manifestly clear that the claims are unfounded.
13.3. The customer shall indemnify and hold us harmless in this regard.
13.4. We are entitled to require business customers to pay an advance towards any legal costs incurred.
13.5. We may also claim reimbursement from the customer for any necessary and reasonable costs we have incurred.
13.6. We are entitled to request advance payments to cover any legal costs that may be incurred.
14. Our intellectual property
14.1. The goods to be supplied and any related design documents, plans, sketches, cost estimates and other documents, as well as any software provided by us or created as part of our contribution, shall remain our intellectual property.
14.2. Their use, in particular their disclosure, reproduction, publication and making available – including copying even in part – as well as their imitation, adaptation or exploitation, requires our express consent.
14.3. The customer further undertakes to maintain the confidentiality of any information received in the course of the business relationship vis-à-vis third parties.
15. Warranty
15.1. The warranty period for our services is one year from the date of handover.
15.2. Unless otherwise agreed (e.g. formal acceptance), the date of handover shall be the date of completion, or at the latest when the customer has taken the service into their possession or has refused to accept it without giving reasons. From the date on which the Customer is notified of completion, the service shall be deemed to have been taken into the Customer’s possession, unless acceptance is refused on valid grounds.
15.3. If a joint handover is scheduled and the customer fails to attend on the handover date notified to them, the handover shall be deemed to have taken place on that date.
15.4. Rectifying a defect alleged by the customer does not constitute an acknowledgement of such a defect.
15.5. The customer must always prove that the defect was already present at the time of handover.
15.6. In order to rectify any defects, the customer must make the plant or equipment available to us without undue delay and allow us to inspect it, either ourselves or through experts appointed by us.
15.7. Notices of defects and complaints of any kind must be submitted in writing to our company’s registered office without delay (at the latest within 10 working days), accompanied by as detailed a description of the defect as possible and an indication of the possible causes; failure to do so will result in the loss of warranty claims. The goods or works in question must be handed over by the customer, provided this is practicable.
15.8. If the Customer’s claims of defects are unfounded, the Customer shall be obliged to reimburse us for any costs incurred in establishing that the goods are free from defects or in rectifying any defects.
15.9. The Customer must immediately cease any use or processing of the defective goods which risks causing further damage or which complicates or prevents the rectification of the cause, provided this is not unreasonably onerous.
15.10. We are entitled to carry out, or arrange for the carrying out of, any investigation we deem necessary, even if this renders the goods or workpieces unusable. In the event that this examination reveals that we are not responsible for any defects, the customer shall bear the costs of this examination against a fee charged for the service.
15.11. Any transport and travel costs incurred in connection with the rectification of defects shall be borne by the customer. Upon our request, the customer shall provide the necessary labour, power and premises free of charge and shall cooperate in accordance with clause 7.
15.12. The customer must allow us at least two attempts to rectify the defect.
15.13. We may avert a claim for specific performance by rectifying the defect or granting a price reduction, provided that the defect is not a material and irreparable one.
15.14. Where the goods are manufactured on the basis of information, drawings, plans, models or other specifications provided by the Customer, we shall only guarantee that they are manufactured in accordance with the terms and conditions.
15.15. The fact that the work is not fully suitable for the agreed purpose does not constitute a defect if this is based exclusively on actual circumstances that differ from the information available to us at the time of performance, because the customer has failed to fulfil their obligations to cooperate as set out in the section ‘Obligations of the Customer to Cooperate’. .
15.16. Similarly, it shall not constitute a defect if the Customer’s technical installations, such as supply lines, cabling, networks and the like, are not in a technically sound and operational condition or are not compatible with the items supplied.
16. Liability
16.1. In the event of a breach of contractual or pre-contractual obligations, in particular due to impossibility of performance, delay, etc., we shall only be liable for financial loss in cases of wilful misconduct or gross negligence arising from technical circumstances.
16.2. Liability is limited to the maximum sum insured under any third-party liability insurance policy we may have taken out.
16.3. This limitation also applies in respect of damage to any item that we have taken in for processing.
16.4. Claims for damages must be brought before the courts within two years, failing which they shall lapse.
16.5. The limitations or exclusions of liability also extend to claims against our employees, agents and vicarious agents arising from damage caused by them to the customer, irrespective of whether they have a contract with the customer.
16.6. We shall not be liable for damage resulting from improper handling or storage, overuse, failure to comply with operating and installation instructions, incorrect assembly, commissioning, servicing or maintenance by the customer or third parties not authorised by us, or natural wear and tear, provided that such an event was the cause of the damage. The exclusion of liability also applies to the failure to carry out necessary maintenance.
16.7. If and to the extent that the customer is entitled to insurance benefits under a policy taken out by the customer or in the customer’s favour (e.g. third-party liability insurance, comprehensive motor insurance, transport, fire, business interruption and others), the Customer undertakes to claim the insurance benefits, and our liability towards the Customer shall in this respect be limited to the disadvantages incurred by the Customer as a result of claiming these insurance benefits (e.g. higher insurance premiums).
16.8. We are obliged to provide those product characteristics which, in view of the approval regulations, operating instructions and other product-related instructions and guidance (in particular regarding inspection and maintenance) provided by us, third-party manufacturers or importers, taking into account the Customer’s knowledge and experience. The customer, as a reseller, must take out adequate insurance against product liability claims and indemnify and hold us harmless against any recourse claims.
17. Severability clause
17.1. Should any provision of these Terms and Conditions be invalid, this shall not affect the validity of the remaining provisions.
17.2. The parties hereby undertake to agree on a substitute provision – based on the principles of good faith between contracting parties – which comes as close as possible to the economic outcome, taking into account the customary practice within the industry regarding the invalid term.
18. General
18.1. AUSTRIAN LAW SHALL APPLY.
18.2. THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXCLUDED.
18.3. THE PLACE OF PERFORMANCE SHALL BE THE COMPANY’S REGISTERED OFFICE (HALLEIN).
18.4. The place of jurisdiction for all disputes arising from the contractual relationship or from any future contracts between us and the customer shall be the court with local jurisdiction over our registered office.
18.5. The customer must notify us immediately in writing of any changes to their name, company name, address, legal form or other relevant information. Notes: These General Terms and Conditions have been drawn up in accordance with the legislation currently in force. However, please note that, despite the utmost care having been taken, all information is provided without guarantee, and the author, the publisher and the Austrian Chambers of Commerce accept no liability. Independent amendments are permitted, but are made entirely at the customer’s own risk. References to the masculine gender apply equally to both genders.
Warranty for the Neuromaster system from INSIGHT INSTRUMENTS
The Neuromaster system from Insight Instruments is characterised by the highest standards of workmanship and design. To give you the assurance that your system will remain in service for many years to come, we offer a 3-year guarantee on this quality and the materials used.
As a customer, you are also entitled to a statutory warranty on the system; this is not affected by the guarantee, which grants you additional rights.
The warranty is subject to the following terms and conditions.
1. We are liable to ensure that, at the time of manufacture, the system possesses the characteristics set out in our product descriptions. A defect shall only be deemed to exist if the value or fitness for purpose of the system is significantly impaired.
2. This guarantee is provided free of charge by:
INSIGHT INSTRUMENTS
Steglandweg 5
5400 – Hallein
Austria
3. The warranty applies to all Neuromaster systems purchased after 1 October 2018. It is valid for 3 years from the date of purchase. This is subject to the system having been purchased from Insight Instruments in Germany, Austria or Switzerland.
4. The system is only covered by the warranty if, at the time the fault occurs, it is being used in Germany, Austria or Switzerland and the warranty services can be provided there. The warranty does not apply to products purchased outside Germany, Austria or Switzerland.
5. Any defects must be reported to us within one (1) month of becoming aware of them.
6. The warranty is non-transferable; the purchaser and the owner at the time the fault occurs must be the same person. Second-hand equipment purchased second-hand is not covered by the warranty.
7. When making a warranty claim, you, as a customer, must provide Insight Instruments with the invoice number and a clear description of the fault.
8. We will inspect the product using our own technical staff. To this end, the system must be sent to us. The customer is not authorised to have the product repaired by a third party not authorised by INSIGHT INSTRUMENTS. In such cases, no further warranty claims will be accepted.
9. INSIGHT INSTRUMENTS shall repair or replace any components at its own discretion. INSIGHT INSTRUMENTS may, at its own discretion, decide to replace the system with a similar model of a similar age and condition. Warranty services do not result in an extension or a restart of the warranty period; replaced parts become the property of INSIGHT INSTRUMENTS. Further claims are excluded.
10. The three-year warranty does not apply in the following cases:
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In the event of damage to the casing resulting from changes in humidity, temperature, sunlight, moisture, fire or other mechanical influences caused by using the device outside the specified specifications.
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In the event of damage caused by lightning, water, fire, force majeure, war, incorrect mains voltage, accident, misuse, improper use or other causes for which INSIGHT INSTRUMENTS is not responsible.
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In the event of damage resulting from damage, corrosion or rust affecting components caused by atmospheric humidity, temperature or moisture, in particular liquids or salts and acids from bodily perspiration.
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In the event of wear and tear resulting from normal use. This also applies to damage caused by moisture, liquids or salts and acids from bodily perspiration.
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In the event of a break in the sensor cables
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For USB cables
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In the event of the device being used for purposes other than those for which it is intended, or in the event of incorrect installation, improper operation or operation in conjunction with other devices.
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In the event of damage caused by unauthorised tampering (opening, modification or repair) not carried out by an authorised representative of INSIGHT INSTRUMENTS.
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In the event of damage that can be proven to have been caused by non-genuine consumables or wear parts.
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For transport and travel costs, as well as costs incurred in setting up and dismantling.