General Terms and Conditions
General Terms and Conditions of All4Groups Systems Gmbh for the sale and lease of “Groupy” audio transmission systems
1. Scope of validity
The present General Terms and Conditions (hereinafter “T&Cs”) of All4Groups Systems GmbH, Altenmarkterstraße 6, 8430 Leibnitz (hereinafter All4Groups) shall apply to all contracts on the supply or leasing of goods/movables or in combination with all kinds of other services by All4Groups to natural persons or legal entities (in short “Customer”). The inclusion of the Customer’s own terms and conditions shall hereby be rejected, unless otherwise agreed. All provisions under “I. Lease” shall apply only to the rental of goods/supplies, the provisions under “II. Purchase” shall apply only to the purchase and the provisions under “III. Other Provisions” apply both to the lease and purchase of goods/supplies.
2. General remarks
All4Groups leases and sells “Groupy” audio transmission systems and provides related services. The Customer may make a non-binding inquiry regarding the offer of Groupy systems to All4Groups by telephone, fax, e-mail, letter or via the online contact form provided on the website of All4Groups. All4Groups shall give the Customer a binding offer upon request. With regard to acceptance of the offer by the Customer, the terms of acceptance and deadlines noted on the respective offer shall apply.
All contractual movables shall be the property or subject to the right to dispose of All4Groups and shall be provided for the duration of the lease, or until premature termination of the contract, in return for payment and in accordance with the provisions of the contract to the Customer. Movables within the meaning of these conditions shall also be understood to mean any immaterial property (in particular software, etc.) and it shall also be subject to the leasing/licensing of this property in this contract.
4. Duration of lease
The minimum leasing period shall be three days (72 hours) – unless expressly agreed otherwise in writing. If the Parties have agreed to special conditions of any kind for an order, these shall not generally apply to simultaneous and future contractual relationships with the Customer. All4Groups shall be entitled to dissolve the contract prematurely if – notwithstanding fault on the part of the Customer – the requirements of Sec. 1118 of the Austrian Civil Code (ABGB) case 1 and case 2 are fulfilled. The dissolution shall be effective even without previous warning and shall entitle All4Groups to demand the immediate handing over of the leased movables and/or to pursue them in court. In the event of premature termination by All4Groups, the amount still to be paid on the remainder of the contractually agreed lease period shall be payable as a penalty on the day of liquidation.
The movables shall be delivered by mail order to the delivery address specified by the Customer, unless otherwise agreed. All4Groups shall retain the right to decide on the shipping method (transport route). Stated delivery times/delivery dates shall not be binding, unless the binding nature of the stated time/date shall be expressly confirmed by All4Groups. Fixed dates must be expressly agreed as such. Transport to the agreed place of delivery shall generally take place the day before the lease begins and the return transport to All4Groups one day after the end of the lease. The two transport days thus do not count towards the duration of the lease. All4Groups shall be entitled to partial deliveries, as far as this is reasonable for the Customer. This shall apply in particular to the separate shipping of accessories. The Customer shall be obliged to accept partial deliveries without any express prior consent being required.
6. Duty to inspect
When receiving the movables (including accessories), the Customer must satisfy himself of the proper condition, completeness and functionality of the goods. Transport damage and transport losses must be reported to All4Groups immediately. If no claim or complaint is made at the time of delivery, it shall be deemed that the goods have been properly delivered.
7. Duty of care
The Customer shall be obliged to treat the leased movables carefully and professionally, at risk of otherwise becoming liable for damages and/or premature termination of the contract. He shall also ensure proper storage, installation, use, operation, and proper return transport after the end of the lease. Upon acceptance of the movables, the Customer confirms that he is familiar with the equipment given to him and shall only allow persons under his responsibility, guidance and at his risk to handle these goods. It is possible to be comprehensively trained by All4Groups on the movables. Said training shall not form part of the lease contract and must be separately agreed.
8. Invoicing and payment targets
The invoice shall be issued on the day of commencement of the lease. Invoices shall be due for payment within 14 days of being issued, unless otherwise agreed in individual cases.
9. Return transport
At the end of the lease, the Customer shall be obliged to stow the leased movables, completely and undamaged, for the transport packaging used for delivery and to make them available to the transport company for collection on the day after the end of the lease at the agreed place. The Customer shall continue to be liable for the leased goods until the transport company has accepted the goods. In the event of a delay in return, an amount equal to the total amount invoiced (all leased movables, regardless of whether or not part thereof has already been returned) divided by the days of the contracted lease period plus a 100% delay surcharge shall be charged on the basis of the daily usage fee for each day of the delay in return until the proper return of the goods. The Customer undertakes to pay all costs and expenses associated with late or improper handover. The Customer acknowledges that, in case of delay, All4Groups shall be entitled to take the steps that lead to the leased movables are made available to All4Groups quickly (if necessary, express delivery) and undertakes to cover the associated costs.
Delivery shall be made to the delivery address provided by the customer. Stated delivery times/delivery dates shall not be binding, unless the binding nature of the stated time/date shall be expressly confirmed by All4Groups. Fixed dates must be expressly agreed as such. The Customer must bear the risks and costs of the delivery. All4Groups shall be entitled to partial deliveries, as far as this is reasonable for the customer. This shall apply in particular to the separate shipping of accessories. The Customer shall be obliged to accept partial deliveries without any express prior consent being required.
11. Reservation of title, netting, retention
The delivered goods shall remain the property of All4Groups until full payment of the purchase price, including the costs to be borne by the Customer. Invoices shall be due for payment within 14 days of being issued, unless otherwise agreed in individual cases. The Customer shall only be entitled to offset payments if said claims have been legally established or are undisputed by All4Groups. The Customer shall only be entitled to a right of retention insofar as the claim is based on the same contractual relationship.
The warranty period shall be one year. The Customer must always prove faultiness at the time of delivery. Remediation of a defect claimed by the Customer shall not constitute an acknowledgment of said defect claimed by the Customer. In the case of conversion, the Customer must be charged for the use in such a way that he receives the value of the item at the time of conversion.
III. Other provisions
Unless otherwise stated in the offer of All4Groups, the indicated prices are net prices, which are subject to statutory value added tax. Packaging and shipping costs, loading, insurance (in particular transport insurance), customs duties and taxes shall be charged separately. Deliveries to countries outside the European Union may incur additional costs in individual cases which are beyond the control of All4Groups and which must be borne by the Customer. These include, for example, the costs of transferring money by credit institutions (for example, transfer fees, exchange rate charges, etc.) or import duties or taxes (for example, customs duties). Such costs may be incurred in relation to the transfer of funds even if the delivery is not made to a country outside the European Union, but the Customer makes the payments from a country outside the European Union. In the event of unpredictable cost increases (such as currency fluctuations, unexpected supplier price increases, etc.), All4Groups shall be entitled to pass on the price increase to the Customer.
The Customer shall be liable to third parties for all damage and consequential damage to persons (for example, hearing damage, etc.) and shall hold All4Groups fully harmless. This shall also apply to any claims under the Austrian Product Liability Act (öPHG). It shall be the responsibility of the Customer to take appropriate precautions, to give instructions or to take out appropriate insurance. All4Groups shall only be liable for pecuniary losses in cases of intent or gross negligence, where said liability shall be limited to the maximum liability of the company liability insurance. Claims for damages must be asserted within six months.
15. Intellectual property rights
The customer will be provided with the software GroupySYNC (with Text2Speech components for media creation) and the customer will be granted the right of use of this software exclusively in connection with the purchased or rented Groupy devices. The customer is not entitled to use the Text2Speech software and the resulting media files for other purposes. The use is limited per year with 2 million characters. If the customer uses the Text2Speech software unauthorized for other purposes or beyond the agreed extent, All4Groups is entitled to a separate user fee. The Customer shall take care and be solely responsible for ensuring that all (official) requirements associated with the operation of the equipment are met. These include, for example, used content affected by copyright or trademark rights or conditions/fees that are connected to the AKM (State Authorized Society for Authors, Composers and Publishers) or GIS (Gebühren Info Service GmbH) or the like. The Customer shall indemnify All4Groups against claims of third parties, which they can assert in connection with a violation of their rights by the contractual use of the contents of the customer of All4Groups.
All4Groups shall be entitled to make reference to itself and the All4Groups product family on all advertising materials and goods and in all advertising measures – even during the time of the assignment to the Customer – without the Customer being entitled to any compensation. All4Groups shall be entitled, subject to the possible written revocation of the Customer at any time, to make reference to the existing business relationship (list of references) on its own advertising media, communication channels and especially on its own corporate website www.all4groups.com with name and company logo (if provided by the customer) of the customer. There shall be no obligation to maintain confidentiality vis-à-vis third parties in relation to the order – but certainly in terms of pricing.
17. System requirements
For the use of the software GroupySYNC the customer needs a PC with a current version of Windows. The current and detailed system requirements will be announced to the customer upon request. The customer has to provide the PC and the Windows operating system at his own expense, this is not part of the services of All4Groups.
18. Closing remarks
For delivery and payment, the place of performance shall be the registered office of All4Groups, even if the handover is made at another place as agreed. Leibnitz shall be the place of jurisdiction. Austrian law, with the exception of the IPRG and the UN Sales Convention, shall be agreed as the applicable law. The contractual language shall be German. Should one of the above provisions be invalid or void or declared to be non-binding, this shall not affect the remaining provisions. In this case, both contracting parties hereby undertake to cooperate in replacing the ineffective provision with a valid agreement, the content of which comes as close as possible to the economic purpose of the ineffective provisions. All agreements between All4Groups and customers must be made in writing. This shall also apply to any departure from the written form. No oral side agreements have been made.
Version Nov 1, 2018