General Terms and Conditions of ANTEMIA GmbH

1 Scope and General

1.1 These general terms and conditions shall apply to all legal transactions and orders, projects, technical services, commercial transactions and other services for which ANTEMIA GmbH is the contractor and for which no other contractual provisions have been made.

1.2 The validity of any general terms and conditions of the customer shall be given if these are agreed in the course of an assignment or order.

1.3 If any of the following provisions should be invalid, this shall not affect the validity of the remaining provisions. An invalid provision shall be replaced by a valid provision which comes as close as possible to the intended objective.

1.4 Changes, collateral agreements and supplements to these general terms and conditions are only valid if they are agreed on in written form.

1.5 In the absence of any other written agreement, the place of performance or delivery is Graz.

1.6 Payment has to be made within 30 days without deduction.

1.7 ANTEMIA GmbH reserves the right of ownership until full payment has been received.

2 Offers

2.1 In principle, all offers of ANTEMIA GmbH are subject to change. Binding offers can be agreed upon in written form.

2.2 The concepts, contents and related documents created within the scope of an offer are the intellectual property of ANTEMIA GmbH. Offer-related documents may therefore only be used, reproduced or made accessible to third parties with explicit written consent.

2.3 The prices quoted shall apply to the start of performance at the agreed time and for the performance period defined in the offer. Delays beyond ANTEMIA GmbH’s control shall be caused by increases in prices based on the current Austrian consumer price index published by the Vienna Statistics Office.

2.4 The quoted prices do not include additional work caused by the customer. Project changes requested by the customer must be explicitly agreed to by ANTEMIA GmbH. The resulting additional costs must be agreed upon in writing and are not included in the original quotation costs.

2.5 All prices quoted are payable in EURO.

3 Confidentiality, Publications

3.1 Information about internal conditions and processes at the customer as well as other technical and economic information about the customer shall be kept secret by ANTEMIA GmbH unless the respective information is public knowledge.

3.2 This obligation to maintain secrecy shall conversely also apply to the customer if internal information about ANTEMIA GmbH or other technical and/or economic information becomes known to him.

4 Intellectual Property (Copyrights, Inventions)

4.1 All rights, including those arising in the course of the execution of the order, shall remain the property of ANTEMIA GmbH. This includes intellectual property rights, ancillary copyrights, know-how rights and processing rights.

4.2 In the case of works and services of ANTEMIA GmbH protected by copyright, the customer shall receive a simple authorization to use the work within the meaning of Section 24 (1) sentence 1 UrhRG upon full payment of the remuneration. The transfer of the contractual services by the customer to a third party requires written consent. This includes, in particular, software developments that are not patentable.

4.3 If ANTEMIA GmbH makes a patentable invention in the course of an assignment, it shall notify the customer thereof in writing without delay. From this point in time the customer undertakes to refrain from anything that could be detrimental to patentability.

5 Warranty and Liability

5.1 The customer acknowledges any risks of success associated with a research and development project. ANTEMIA GmbH as the order taker undertakes to carry out the project work with such care as corresponds to the known state of the art at the time of execution in order to achieve the intended results. In this context, no further guarantee, liability or warranty shall be assumed for the commissioned objective or the achievement of the intended results or their further usability.

5.2 ANTEMIA GmbH does not bear any development risk and does not assume any liability for damages incurred by the customer or third parties in connection with the use and further exploitation of the results of the order.

6 Place of Jurisdiction and Applicable Law for Customers with Seat within Austria or Germany

6.1 The place of jurisdiction for all disputes arising in connection with the contractual relationship shall be the competent court in Graz.

6.2 Austrian law shall apply exclusively, to the exclusion of the UN Convention on the Sale of Goods of 11 April 1980, as amended from time to time.

7 Arbitration and applicable Law for Customers with registered Office outside Austria or Germany

7.1 The rules of arbitration of the International Chamber of Commerce http://www.wko.at/arbitration/ shall apply.

7.2 The losing party in the proceedings shall reimburse the winning party for the costs incurred in connection with the arbitration proceedings. In the event of partial defeat or victory, the costs shall be set off against each other or shared proportionately between the parties.

7.3 The place of arbitration shall be Vienna, the language of the proceedings shall be German.

7.4 The applicable substantive law shall be Austrian law to the exclusion of the UN Convention on the Sale of Goods of 11 April 1980 as amended from time to time.

Status: 03/31/2023