C SEED GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (VER 2.1)
1.1.These General Terms and Conditions of sale and delivery shall be applicable for all business relations between C SEED Entertainment Systems GmbH, FN 332658d, (hereinafter referred to as "C SEED") and contracting parties (end-user) (hereinafter referred to as the "Customer" and, together with C SEED, as the "Parties"). In particular, C SEED provides all sales and deliveries of Products to the Customer exclusively subject a particular written and signed agreement and/or to these General Terms and Conditions, irrespective of whether any express reference is made to the General Terms and Conditions in a particular case.
1.2. The Customer accepts these General Terms and Conditions at the latest with the submission of his contractual declaration to C SEED. The General Terms and Conditions of the customer shall not be an integral part of the Agreement. This applies, in particular, even if C SEED does not expressly contradict the customer’s general terms and conditions or renders a service without any reservation, whilst being aware of the customer’s differing, contrary, or supplementary general terms and conditions.
2.1. In these General Conditions the following terms shall have the meanings hereunder assigned to them:
a) “Agreement”: the contract in writing between the parties concerning delivery and performance of products,
and all appendices, including agreed upon amendments and additions in writing to said documents.
b) “Contract Price”: the payment to be made for the products
c) “Documents”: manuals, illustrations, construction plans, drawings, calculations, and examples
d) “Information”: knowledge, expertise and data contained within documents
e) “Product”: the machinery, apparatus, materials, articles, documentation, software, and other products to be supplied by C SEED under the Agreement.
f) “Software” means computer applications software which is (i) licensed by C SEED to customers (end-users acquiring Products from C SEED or appointed reseller), (ii) C SEED -branded, and (iii) covered by a user manual created by C SEED, either as standalone document or integrated in another documentation. “Software” excludes computer software developed, owned, or licensed by any party other than C SEED.
3. Conclusion of Agreement
3.1. All offers made by C SEED shall be subject to changes and handed out without any obligation. A customer’s order, which does not specify a deadline, shall be binding for a minimum of 30 (thirty) days.
3.2. Agreements with C SEED shall only be entered into by means of an order confirmation in writing or acceptance from C SEED in writing.
3.3. Deviations in the order confirmation in writing or the documents referenced therein from the declarations previously issued by the parties shall be deemed to be approved, if the customer does not expressly object to the deviation concerned within a reasonable period of time, at the latest within 7 (seven) days from receipt of the order confirmation. The customer shall have no right of objection with regard to the application and validity of these General Terms and Conditions.
The Products are exclusively determined by the information provided in the order confirmation in writing and the documents referenced therein. C SEED does not provide for any maintenance, service, or similar works, if not agreed upon in writing.
5. Intellectual Property Rights and Confidentiality
5.1. C SEED retains all property rights and all protective rights and copyrights, software to all documents and products, as well as all Information contained within them or otherwise provided by the customer. Even if a delivery of a product is carried out based on the customer’s specifications or if the customer makes any contribution otherwise to it, the exploitation and usage rights shall be assigned to C SEED fully and exclusively. The transmission of documents and information to third parties and any use, which extends beyond the specific agreement, shall be prohibited without the prior express written permission of C SEED.
5.2. The customer must maintain confidentiality regarding all of C SEED’s business information and expertise known or otherwise obtained, even after termination of the business relationship, as far as such Information is not a matter of public knowledge and does not relate to Information legitimately obtained from third parties.
5.3. Customer obtains no rights, title, or interests in or on the software used in the products. All rights are reserved with C SEED (including but not limited to source code and object code) for all related documentation, user manuals, technical instructions, copyrights, rights to create deviations or enhancements thereof, rights to licence to third parties, and all other rights of ownership and use.
6. Payment and Terms of Payment
6.1. All prices quoted by C SEED are in Euros and are subject to Value Added Tax if such tax should be applicable. The information given in price lists is provided for general information purposes only.
6.2. The payment terms are, if not provided in an offer, as follows:
100 % of the contract price as down payment, within 2 (two) weeks after placing the order against invoice.
6.3. All charges, fees and taxes originating from payment transaction outside of Austria as well as confirmation charges shall be borne by the customer.
6.4. Payment to third parties will not be accepted by C SEED as reduction of debts.
6.5. The customer shall have no right of retention regarding C SEED.
6.6. The customer shall only be entitled to offset claims against C SEED, which have been legally determined or which have been expressly acknowledged in writing by C SEED.
7.1. Unless otherwise noted C SEED delivers all products Ex-Works C SEED Austria (Incoterms 2020).
7.2. Delivery periods and deadlines shall only bind C SEED, if it was expressly confirmed in writing.
7.3. Should delays occur to deliveries or service provisions due to events beyond the sphere of influence of C SEED, in particular due to force majeure, official measures, confiscation, natural disasters, unrest or war, transport interruptions, operational disruptions, industrial action, or where deliveries to C SEED have failed to occur or occurred in breach of contract, then the delivery deadlines shall be extended accordingly (delivery deadlines for the provision of services also shall be extended). Should a delivery/service provision be delayed due to events such as these by more than the duration of the original delivery period (or the period between the order confirmation and the delivery deadline), then each party shall be entitled, within 14 days from the end of this extension period, to withdraw from the part of the delivery affected by the delay by means of an express written statement.
8.1. The period of limited warranty shall be 24 (twentyfour) months from the receipt of the product by the customer and should cover serviceable parts only.
8.2. The period for ensuring supply of spare parts shall be 24 (twenty-four) months from the receipt of the product by the customer.
8.3. Certain properties, characteristics, and possible uses of the products shall be confirmed by explicit agreement in writing. C SEED does not guarantee certain usability, unless explicitly confirmed in writing. Furthermore, the limited warranty shall be excluded for defects caused by the material or instructions provided by the customer for the manufacturing of the products. Statements and commitments by C SEED, especially regarding to promised characteristics, shall not serve as guarantees or warranties in any legal sense, unless expressly agreed otherwise in writing.
8.4. In the event of a claim under warranty, C SEED shall provide, according to their discretion, either an improvement or replacement part within a reasonable period of time. Replaced Products shall become the property of C SEED and must be returned to C SEED at the customer’s expense within 14 days of receipt of the new part.
8.5. Presumption according to § 924 ABGB (General Civic Code of Austria) shall be excluded.
8.6. The customer shall not be entitled to the right of recourse according to § 933b ABGB (General Civic Code of Austria).
9. Defect Complaints
9.1. The customer must make any defect complaints with regards to the products under the agreement without delay, to C SEED expressly in writing. Obvious defects shall be reported within 3 (three) working days from receipt of the product and concealed defects at the latest within 3 (three) working days of their discovery. Defective pixel up to 3 ppm are within the tolerable limits and cannot be complained. In the case of partial and successive deliveries, a separate complaint shall be made for each delivery subject to a defect. The defect complaint is delayed in any case if C SEED is no longer able to inspect the rejected products. From the time of discovery of the defect, any sale, processing, or treatment of the affected products requires prior written approval of C SEED to avoid the loss of the entitlement to assert claims.
9.2. The Customer shall ensure that the defect complaint is properly received by C SEED. The mere return of products shall not constitute a defect complaint.
9.3. In the absence of a timely defect complaint, the assertion of claims for warranty, compensation on account of the defect itself and due to an error as to the non-defective nature of the products, shall be excluded.
10.1. C SEED shall only be liable in the case of intent or gross negligence.
10.2. The burden of proof for the presence of gross negligence rests with the customer.
10.3. The liability of C SEED for return, assembly, and removal costs, consequential damages, indirect damages, financial losses, in particular loss of profit etc., and claims from third parties against the customer, shall be excluded.
11. Reservation of Property Rights
11.1. C SEED reserves the right of ownership of all sold products until full payment has been made for all our present and future claims resulting from a purchase contract/contract for work and/or an ongoing business relationship (secured claims).
11.2. Prior to full payment of the secured claims, the products subject to the reservation of property rights may not be sold, pledged nor assigned by way of security to third parties. The customer shall notify C SEED immediately in writing if and insofar as any products belonging to C SEED are accessed by third parties.
11.3. In the event, that the customer's behavior is in breach of this agreement, in particular in the case of non-payment of the due purchase price, C SEED shall be entitled, in accordance with the statutory provisions, to withdraw from this agreement and to return the products on the basis of the reservation of property rights and withdrawal. Should the customer fail to make payment of the purchase price, then C SEED may only assert such rights if C SEED has unsuccessfully set the customer a reasonable deadline for payment in advance, or if the setting of such a period is legally superfluous according to the statutory provisions. Customer is responsible for any storage or other cost cumulating due to delay in releasing of product while waiting for payment according to the agreed upon payment schedule.
12. Place of Performance, Jurisdiction, Applicable Law, and Severability Clause
12.1. The place of performance for both parties shall be Vienna, Austria.
12.2. The exclusive place of jurisdiction for all disputes arising of and in connection with these General Terms and Conditions for all customers, including those relating to the conclusion of the agreement and its validity, shall be Vienna, Austria.
12.3. These General Terms and Conditions are subject to Austrian substantive law with the exclusion of the reference norms of International Private Law (“IPRG”) and the provisions of the UN Convention on Contracts for the International Sale of Goods (“CISG”).
If any of the provisions of these General Terms and Conditions are ineffective, invalid or unenforceable, this shall not affect the effectiveness, validity or enforceability of the remaining provisions. In cases such as this, the relevant provision shall be replaced by another provision which comes as close as possible to the economic effect of the original provision, but which is neither ineffective, invalid, nor unenforceable.
As of July 20th 2022.
Limited Warranty and Liability
C SEED shall provide warranty related service and repairs to the Products sold by C SEED or by an authorized Partner of C SEED products. This Limited Warranty covers all defective parts occurring within the first 24 months after final installation of the Product on site at the customer´s location.
Warranty and liability claim for personal injury and property damage are excluded if they are caused by one or more of the following:
- Improper storage of the product or its parts before or during the installation phase.
- Improper operation, maintenance, or repair of the system, incl. repair attempts with improper tools
- Improper operation of the product with defective or inappropriate duly or non-functioning safety and protective equipment incl. any attempt of disabling any such safety system, unauthorized modifications
- Non-compliance with the instructions in the manual for installation, commissioning, operation, and repair
- Misuse of any kind, not adhering to the operational procedures and limits mentioned in the operating manual
- Inadequate monitoring of system parts that are subject to tear and wear
- Not adhering to the regular maintenance schedule as laid out in the product manuals.
- Operation of the system through unauthorized or untrained third parties
- Improper use of the system. It is intended solely for the use cases described in the respective section of the user operating manual
- Catastrophes caused by effects / influences from extraneous elements, acts of violence or force majeure
Requirements for operation:
- Knowledge of the basic safety instructions and the safety regulations is essential for the safe handling and trouble-free operation of the Product
- The user manual contains all instructions to safely operate the Product
- The user manual and the information given herein, especially with regards to safety precautions, must be observed by all persons working with the Product during and after the installation.