All these Terms and Conditions shall apply to the deliveries and services including also future deliveries and services. Any deviating provisions and amendments, especially purchaser's contradicting Terms and Conditions, shall be excluded unless DSP-Crowd Electronics GmbH (DSP) has agreed to them in writing.
Our prices don’t include shipping and transport insurance costs, statutory VAT and for foreign business transactions, customs duties or applicable taxes.
3. Delivery Time, Delivery Processing
Any delivery dates and/or deadline shall be subject to change without notice unless we have confirmed them in writing in every individual case. Otherwise purchaser shall not be entitled to any claims in case of delayed delivery.
Purchaser is obligated to accept the goods and products by the agreed-upon delivery deadline, or within a reasonable period of time. If the purchaser is in default in taking delivery, DSP shall be entitled to withdraw from the contract, and to claim indemnification for any costs incurred (eg., expenses, freight charges, damage, wear and tear and/or depreciation).
In case of force majeure, DSP shall be entitled either to postpone their services for the duration of the disturbance or to withdraw, in whole or partly, from the contract.
Events of force majeure shall be deemed to be in particular strikes, lock-outs and/or other unforeseeable disturbances. As soon as DSP has knowledge about the repercussions of such an event, DSP shall inform purchaser thereof and either declare their intention to withdraw from the contract or else inform purchaser of the new deadline by which DSP expect to be able to carry out the delivery.
DSP reserve the right to make partial deliveries of any deliveries agreed upon and undertake to make subsequent deliveries within a reasonable period of time. The purchaser shall be billed only for that which they have received.
4. Transfer of Risky
The risk shall pass to purchaser as soon as the goods and products has left the premises or as soon as DSP has delivered them. In the event of return, purchaser shall bear the risk and any costs that may thereby be incurred. Purchaser shall be liable to DSP for the entire merchandise delivered to purchaser until full payment has been made. Any damage, wear and tear and/or depreciation shall be at the purchaser's expense.
The invoices of DSP shall be due and payable net without deductions upon mutual agreement. Should our payment terms be exceeded, we shall be entitled without notice to claim interest on overdue accounts in the amount of 5% above the then applicable base rate.
The purchaser shall be check up the merchandise immediately after receipt and inform DSP about any defect. If a complaint is filed in due time and if such complaint is justified, DSP shall, at their choice, either rectify the defect or deliver merchandise free of defect. In any case, the precondition therefor shall be compliance with the manufacturer's terms. For the rectification of defects the purchaser must send the merchandise in question to DSP; any transport charges thus incurred shall be payed by purchaser.
Regarding software DSP do not warrant that such software is free from interruption and/or defect or that any functions incorporated therein may be operated in any and all combinations selected by purchaser or that those functions fulfill purchaser's requirements. In the event of software defects which would impair contractual use to any significant degree we shall rectify the defect, to the extent that DSP is capable of doing so, either by installing a different software version or by providing advice as to how the defect can be removed and/or its effects can be avoided, depending on the nature of such defect.
We do not warrant for software which was not delivered by DSP or for software which was changed by purchaser or third parties.
The purchaser agrees to give DSP the time and opportunity that is necessary, at DSP's discretion, to remedy any potential defects. If purchaser fails to do so, DSP will be released from any warranty obligations.
In the case that no remedy can be provided for a defect attributable to DSP either by rectifying the defect and/or delivering spare parts, purchaser may demand a reduction of the purchase price. Any claims in excess of the above shall be excluded.
Unless provided for in the above Terms and Conditions, all liability of DSP, including liability for consequential or direct damage, shall be excluded.
8. Ancillary Agreements
Any promises, undertakings and agreements, including agreements by telephone, or telegraph, which conflict with one or several provisions of the General Terms and Conditions or go beyond such General Terms and Conditions and any amendments, especially amendments of payment terms, require DSP's express written confirmation in order to become valid. This shall apply in particular to any and all oral agreements. This shall also apply to any amendments to or exclusion of our General Terms and Conditions.
Purchaser's general purchasing terms and conditions shall not apply in so far as they conflict with DSP’s General Terms and Conditions which, in case of doubt, shall always prevail. Any unilateral amendments to the Terms and Conditions hereunder by the purchaser shall be inadmissible and not binding for DSP.
9. Program Changes
Customer-specific program changes can be made only after written agreement and on the basis of written specifications confirmed by both parties. Any program changes at purchaser's request shall be charged separately.
10. Retention of Title, Return of Merchandise
DSP retains title to any goods delivered until purchaser has settled any and all amounts payable. In the case that delivered merchandise to which we retain title has been joined and/or amalgamated with products not belonging to DSP, DSP will become co-owner of the resulting product. The resulting product shall be deemed to be subject to DSP’s retention of title.
The purchaser shall have no right to re-sell the delivered merchandise and/or the product resulting from joining/amalgamating to third parties until full payment.
In the case of merchandise being returned due to DSP because of our retention of title to such merchandise, or of merchandise being returned for other reasons agreed upon, purchaser shall be liable for the risk and any costs arising from such return.
It is not permitted to copy software or to pass it on to third parties and/or to make such software available to third parties in any other form. The licensee shall be made liable for any non-compliance. In such a case DSP shall demand from the licensee € 5.000,00 as compensation. Irrespective thereof, any reproduction of the delivered software shall be prosecuted.
This restriction doesn’t apply in case of an explicit permission like the added GNU General Pulic License Version 2. Juni 1991.
12. Export Permits
The merchandise delivered by DSP shall be subject to the export control regulations of Austria. In the event of non-compliance with the applicable export regulations the purchaser shall be liable when re-selling the merchandise.
Place of performance and venue shall be Neumarkt. The laws of Austria shall apply.
If any provisions of the contract including these General Terms and Conditions should be or become null and void, invalid, voidable and/or should supplements be or become necessary, this shall not affect the validity of the other provisions. In this case such other provisions shall be construed, replaced and/or supplemented in a way to come as close as possible to the intended economic purpose by legally valid provisions.