Terms and Conditions

1. Scope of application

1.1  The deliveries and services of Gillot Computer Services are provided exclusively in accordance with the following General Terms and Conditions, unless otherwise agreed in writing. Reference is also made to the manufacturer's license conditions enclosed with the contractual products.

1.2  Gillot Computer Services does not recognize any terms and conditions of the Customer that conflict with or deviate from the General Terms and Conditions of Gillot Computer Services unless Gillot Computer Services has expressly agreed to their validity in writing. Amendments and additions to the contract must be made in writing. The General Terms and Conditions of Gillot Computer Services also apply if Gillot Computer Services carries out deliveries to the Customer without reservation in the knowledge of conflicting or deviating terms and conditions of the Customer. Commitments and subsidiary agreements require written confirmation from Gillot Computer Services.

2. Deliveries and services

2.1  Gillot Computer Services offers are subject to change and non-binding. A contract is only concluded with the written order confirmation from Gillot Computer Services, but at the latest upon acceptance of the delivery by the Customer.

2.2  Gillot Computer Services reserves the right to make reasonable technical and design deviations from information in brochures, catalogs and written documents as well as model, design and material changes in the course of technical progress and further development without this giving rise to any rights against Gillot Computer Services.

2.3  Gillot Computer Services expressly reserves the right to make reasonable partial deliveries and to invoice them.

2.4  Agreed delivery dates are deemed to have been met if the contractual product has been handed over to the carrier on the agreed delivery date, unless otherwise expressly agreed in writing. If the dispatch of goods ready for shipment is delayed for reasons for which Gillot Computer Services is not responsible, the contractual products may be stored at the expense and risk of the Customer.

2.5  The delivery date is agreed on the basis of Gillot Computer Services' anticipated performance capacity and is non-binding and subject to timely self-supply and unforeseen circumstances and obstacles, irrespective of whether these occur at Gillot Computer Services or at the manufacturer, in particular force majeure, government measures, failure to obtain official permits, labor disputes of any kind, sabotage, shortage of raw materials, late deliveries of materials through no fault of Gillot Computer Services. Such events shall extend the delivery date accordingly, even if they occur during a delay that has already occurred. Any grace period set by the customer in this case is also extended by the duration of the unforeseen event. If Gillot Computer Services is more than four weeks late with a delivery, the Customer may withdraw from the contract after setting a reasonable grace period in writing, excluding any further claims. A claim by the customer for damages due to delayed delivery is excluded in the case of ordinary negligence; otherwise liability is limited to the amount of the foreseeable damage, but not more than 5% of the delivery value. Gillot Computer Services reserves the right to withdraw from the contract if the delay in delivery caused by one of the above-mentioned events lasts longer than six weeks and Gillot Computer Services is not responsible for this. If Gillot Computer Services is more than four weeks late with a delivery, the Customer may withdraw from the contract after setting a reasonable grace period in writing, excluding any further claims. A claim by the customer for damages due to delayed delivery is excluded in the case of ordinary negligence; otherwise liability is limited to the amount of the foreseeable damage, but not more than 5% of the delivery value. Gillot Computer Services reserves the right to withdraw from the contract if the delay in delivery caused by one of the above-mentioned events lasts longer than six weeks and Gillot Computer Services is not responsible for this.

3. Inspection and transfer of risk

3.1  The customer must inspect the goods immediately upon receipt for completeness and conformity with the delivery bill and invoice. If no complaint is made within three days, the goods shall be deemed to have been duly and completely delivered, unless the defect was not recognizable during the inspection.

3.2  Insignificant defects which do not impair the functionality of the delivery item do not entitle the customer to refuse acceptance.

3.3  The risk is transferred to the Customer when the contractual product is handed over to the carrier, its agent or other persons designated by Gillot Computer Services. If shipment is delayed or becomes impossible through no fault of Gillot Computer Services, the risk is transferred to the Customer upon notification of readiness for shipment. The provisions of 3.3 also apply to returns to the Customer following rectification of defects or service against payment.

4. Prices and terms of payment

4.1  The prices resulting from the respectively valid price list are ex delivery warehouse VIENNA or ex delivery warehouse of our subcontractors. VAT and other statutory charges in the country of delivery as well as packaging, transport costs, transport insurance, environmental and handling charges shall be charged to the customer in accordance with the applicable price list.

4.2  Gillot Computer Services reserves the right to increase the price appropriately if Gillot Computer Services incurs cost increases after conclusion of the contract - in particular due to price increases on the part of suppliers or exchange rate fluctuations. Gillot Computer Services will provide evidence of this to the Customer on request.

4.3  Payments are due 10 working days after invoicing without any deductions. Invoices are issued upon dispatch of the goods. If payment deadlines are exceeded, Gillot Computer Services is entitled to default interest of 10% above the applicable prime rate of the European Central Bank without further reminder. The right to claim further damages remains unaffected.

4.4  Gillot Computer Services is entitled to offset payments against the Customer's older debts first, despite any provisions of the Customer to the contrary. If costs and interest have already been incurred due to default, Gillot Computer Services is entitled to offset the payment first against the costs, then against the interest and finally against the main services.

4.5  Offsetting or the assertion of a right of retention due to counterclaims not recognized by us or not legally established is excluded.

4.6  If the above terms of payment are deviated from without justification, Gillot Computer Services may at any time demand either delivery against cash payment, advance payment or provision of security.

5. EURO

5.1  All payment obligations arising from the business relationship and other financial obligations in connection therewith shall be deemed to have been agreed in € (EURO).

5.2  All provisions containing a reference to the discount rate of the Austrian National Bank shall be changed to a reference to the applicable reference interest rate/base interest rate of the European Central Bank.

6. Reservation of ownership

6.1  The contractual product remains the property of Gillot Computer Services until all claims, including future claims, arising from this contract and from the entire business relationship with the Customer have been fulfilled.

6.2  The Customer is revocably entitled to pass on the goods subject to retention of title in the ordinary course of business subject to retention of title, insofar as it resells them subject to its own retention of title, but not to pledge them or assign them as security in any form. In the event of third party access to the reserved goods, the Customer must draw attention to the ownership of Gillot Computer Services and inform Gillot Computer Services immediately.

6.3  If the goods subject to retention of title are combined, processed or mixed with goods not belonging to Gillot Computer Services, Gillot Computer Services acquires co-ownership in proportion to the invoice value of the goods subject to retention of title to the other goods.

6.4  In the event of default of payment, including from other and future deliveries or services by Gillot Computer Services to customers, or in the event of the customer's financial collapse, Gillot Computer Services may enter the customer's business premises to assert the retention of title to the reserved goods and take possession of the reserved goods.

6.5  The assertion of the retention of title or the seizure of the delivery item by Gillot Computer Services shall not be deemed a withdrawal from the contract if the Customer is a merchant.

6.6  The Customer assigns to Gillot Computer Services in advance its claims from the transfer of the goods subject to retention of title in the respective invoice value of the goods subject to retention of title at the time of the order. The Customer remains entitled to collect even after the assignment. Gillot Computer Services is nevertheless entitled to collect the goods in the ordinary course of business, but will only exercise this right in the event of default of payment or if the Customer files for bankruptcy or composition proceedings. At the request of Gillot Computer Services, the Customer shall name the assigned claims, provide the necessary information, hand over documents and inform the debtors of the assignment. Gillot Computer Services may disclose this assignment at any time to secure its payment claims.

6.7  Gillot Computer Services is responsible for selecting the securities to be released. In the case of goods subject to retention of title, the net list price of Gillot Computer Services applicable at the time of the request for release is decisive for the valuation of the securities; in the case of assigned claims, the net invoice amount less a security discount of 30% is to be assumed. In the case of receivables for which the Customer's buyer is already in default of payment or facts are known that give justified reason to assume that default is to be feared, the discount is 50%. In the case of securities existing only in the form of co-ownership due to combination, mixing or processing, the net list price of the goods supplied by Gillot Computer Services less a deduction of 30% is to be assumed.

6.8  Items supplied for test and demonstration purposes remain the property of Gillot Computer Services. They may only be used by the customer beyond the test and demonstration purpose on the basis of a separate agreement with Gillot Computer Services.

7. Warranty

7.1  Gillot Computer Services warrants that the contractual products are free from material defects, including the absence of warranted characteristics. The contractual products are manufactured with due care. However, the parties are aware that it is not possible to exclude hardware/software errors under all application conditions according to the state of the art.

7.2  Gillot Computer Services warrants that the contractual products are described in the product information in a generally accurate manner and are generally fit for use in this context. The technical data and descriptions in the product information alone do not constitute a guarantee of specific properties. A guarantee of properties in the legal sense is only given if the respective information has been confirmed in writing by Gillot Computer Services. Gillot Computer Services does not guarantee that the program and hardware functions will meet the Customer's requirements or that they will work together as selected by the Customer.

7.3  Excluded from the warranty are, in particular, defects or damage attributable to. operational wear and tear and normal wear and tear / improper use / operating errors and negligent behavior on the part of the customer operation with the wrong type of current or voltage and connection to unsuitable power sources fire, lightning, explosion or mains-related overvoltage / moisture of any kind / incorrect or faulty program, software and/or processing data and any consumable parts, unless the customer can prove that these circumstances are not the cause of the defect complained of. The warranty shall also lapse if the serial number, type designation or similar markings are removed or made illegible. Before handing over data carriers, hard disks and complete PC systems, the customer must always carry out a data backup. If a backup is not possible but is necessary for the Customer, the Customer must inform Gillot Computer Services of this in good time and, if necessary, commission the backup separately.

7.4  The warranty period is a maximum of six months and begins with the transfer of risk. This period is a limitation period and also applies to compensation for consequential damage caused by a defect, provided that no claims in tort are asserted. Warranty claims are not transferable. Irrespective of this, Gillot Computer Services passes on any further guarantee and warranty commitments made by the manufacturer to the customer in full, without being liable for them itself.

7.5  In the event of a warranty claim, Gillot Computer Services may choose between repair or replacement. Replaced parts become the property of Gillot Computer Services. If Gillot Computer Services does not rectify defects within a reasonable grace period set in writing, the customer is entitled to demand either rescission of the contract or a reasonable reduction in the purchase price.

7.6  In the event of rectification, Gillot Computer Services shall bear the labor costs. The Customer shall bear all other costs of rectification and the ancillary costs associated with a replacement delivery, in particular the transportation costs for the replacement part.

7.7  If the inspection of a notification of defects reveals that a warranty case does not exist, Gillot Computer Services is entitled to demand compensation from the customer for all expenses. The costs of inspection and repair are charged at the applicable Gillot Computer Services service prices.

7.8  All further claims of the customer or claims other than those provided for in these provisions, irrespective of their legal basis, are excluded, unless otherwise provided for in these provisions.

7.9  When claiming warranty/guarantee as well as for chargeable repair orders and returns of any kind, the customer must observe and follow the processing guidelines of the customer service department or the corresponding Gillot Computer Services procedural instructions. Devices (such as computers, peripheral devices, etc.) that are not collected by the customer within 3 months of the invoice being issued will be scrapped.

7.10  In general, the customer is not permitted to take back delivered products or cancel orders placed, provided that the goods ordered by the customer are clearly irrevocable. Any transportation and cancellation costs incurred are to be borne in full by the customer and paid immediately.

8. Industrial property rights and copyrights of third parties

8.1  Gillot Computer Services accepts no liability for ensuring that the contractual products do not infringe the industrial property rights or copyrights of third parties. The Customer must inform Gillot Computer Services immediately of any claims made against it for this reason.

8.2  If the delivered products were manufactured according to the Customer's designs or instructions, the Customer must indemnify Gillot Computer Services against all claims asserted by third parties due to the infringement of industrial property rights and copyrights. Any legal costs are to be advanced appropriately.

9. Liability and further warranty

9.1  Unless otherwise stated in these provisions, further claims by the Customer - irrespective of the legal grounds - are excluded. Gillot Computer Services is therefore not liable for damage that has not occurred to the delivery item itself; in particular, Gillot Computer Services is not liable for loss of profit or other financial losses suffered by the Customer. The exclusion also applies in particular to claims for culpa in contrahendo, breach of secondary obligations and manufacturer's liability.

9.2  This exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence. Furthermore, it shall not apply if the customer asserts claims for damages for non-performance due to the lack of a property insurance policy covering the consequential damage risk.

9.3  If Gillot Computer Services negligently breaches a material contractual obligation, Gillot Computer Services' obligation to pay compensation for property damage and personal injury is limited to the compensation provided by its product liability insurance. The obligation to pay compensation is in any case limited to the damage foreseeable at the time the contract was concluded.

9.4  The above exclusions and limitations of liability do not apply to claims under the Product Liability Act or due to initial inability or impossibility for which Gillot Computer Services is responsible. Insofar as the liability of Gillot Computer Services is excluded or limited, this also applies to the personal liability of employees, workers, staff, representatives and vicarious agents.

10. Export and import licenses

10.1  Products and technical know-how supplied by Gillot Computer Services are intended for use and to remain in the country of delivery agreed with the Customer. The re-export of contractual products - individually or in system-integrated form - is subject to authorization by the customer and is generally subject to the foreign trade regulations of the Republic of Austria or the other country of delivery agreed with the customer. The customer must independently inquire about these regulations with the Austrian Ministry of Foreign Affairs in accordance with Austrian regulations and with the US Department of Commerce, Office of Export Administration, Washington, D.C. 20230, in accordance with US regulations. Irrespective of whether the customer specifies the final destination of the delivered contractual products, it is the customer's own responsibility to obtain any necessary approval from the relevant foreign trade authorities before exporting such products.

10.2  Any onward delivery of contractual products by customers to third parties, with or without the knowledge of Gillot Computer Services, also requires the transfer of the export license conditions. The customer is liable to Gillot Computer Services for the proper observance of these conditions.

11. EC import sales tax

11.1  If the customer has its registered office outside Austria, it is obliged to comply with the import VAT regulations of the European Union. This includes in particular the disclosure of the VAT identification number to Gillot Computer Services without a separate request. On request, the Customer is obliged to provide Gillot Computer Services with the necessary information regarding its status as an entrepreneur, regarding the use and transportation of the delivered goods and regarding the statistical reporting obligation.

11.2  The customer is obliged to reimburse Gillot Computer Services for any expenses - in particular a processing fee - incurred by Gillot Computer Services as a result of inadequate or incorrect information provided by the customer regarding import VAT.

11.3  Any liability on the part of Gillot Computer Services arising from the consequences of information provided by the customer on import VAT or the relevant data is excluded, unless Gillot Computer Services has acted with intent or gross negligence.

12. General provisions

12.1  The customer is not entitled to assign his claims arising from the contract.

12.2  The place of performance and jurisdiction is Vienna. However, Gillot Computer Services is entitled to sue the Customer at any other legal place of jurisdiction.

12.3  The laws of the Republic of Austria apply.

12.4  Orders are processed within Gillot Computer Services with the aid of automatic data processing. The Customer hereby gives his express consent to the processing by Gillot Computer Services of data that has become known within the scope of contractual relationships and is necessary for order processing. The Customer also agrees that Gillot Computer Services may use the data obtained from the business relationship with him for business purposes in accordance with the Data Protection Act. Unless otherwise agreed in writing, the customer agrees that his data may be used as a reference for other customers. Under no circumstances will data published in this form provide information about order volumes or other business agreements.

12.5  Should one or more provisions of these General Terms and Conditions be or become invalid or should this contractual text contain a loophole, the contracting parties shall replace or supplement the invalid or incomplete provision with appropriate provisions that correspond as far as possible to the economic purpose of the intended provision. The validity of the remaining provisions shall remain unaffected.