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Terms and Conditions

Scope and Validity

These “General Terms and Conditions of Sale and Delivery” apply to all deliveries and services of GAMED equally to the extent that the parties to the agreement have not agreed other terms and conditions expressly and in writing. Terms and conditions used by the contract partner (hereinafter referred to as the “Buyer”) are only applicable insofar as they do not contradict the “General Terms and Conditions of Sale and Delivery” of GAMED and/or if they are acknowledged by the Seller expressly and in writing before orders are placed; in particular, no contract actions taken by the Seller shall be interpreted as an agreement to changes, amendments and/or supplements to this “General Terms and Conditions of Sale and Delivery”.

Offers and Orders of the Buyer

All marketing devices of GAMED, especially all drawings, plans, or other disclosures, including any information or price estimates, etc., are in each part non-binding, unless otherwise expressly stated in writing. The contract becomes effective when the offer is accepted in writing in the form of an order.

Customised Software

The Buyer shall receive the non-time-limited and non-transferable right to use the software that is custom-built within the scope of this contract on the hardware specified in the contract.

GAMED shall be entitled to use the know-how acquired in the course of the software development, whereby the protection of the Buyer’s operational interests shall be ensured. The user software created shall be delivered in source code. The Buyer and GAMED shall be the owners of all rights to the delivered source code.

GAMED Standard Software

The Buyer shall receive the non-exclusive, non-time-limited and non-transferable right to use the standard software included in the scope of the contract on the hardware specified in the contract. All rights to the software products, patents, copyrights, trademarks and all other intellectual property rights shall remain with GAMED.
GAMED reserves the right to make changes in the software product in the interest of technical progress. The Buyer shall not modify or duplicate the standard software and the associated documentation; however, the Buyer shall be entitled to make up to three data backup copies.
The standard software and the associated documentation contain trade secrets of GAMED and are protected by copyright. All standard software components are delivered in object code.

The Buyer shall not delete copyright notices and serialisation numbers and shall only make the standard software and the associated documentation available to third parties with the written consent of GAMED.

Prices and Payment Terms

All prices quoted are exclusive of VAT. Prices may be adjusted by GAMED if the Buyer requests changes to the scope of delivery and services after conclusion of the contract. In this case, GAMED shall send the Buyer a change request with effects on prices and deadlines. Upon acceptance by the Buyer, the change request shall become part of the contract.
The agreed price shall be due for payment without delay in full upon presentation of an invoice by GAMED in Euros. The date of payment is deemed to be the day on which full payment enters the business account of GAMED.

In the case of a delay in settlement of a due payment, the Buyer must pay interest on the arrears at the rate of 10 % p.a. Associated fees and charges of any kind are payable by the Buyer.
Moreover, in the case of delayed payments, or the introduction of bankruptcy or insolvency proceedings for the Buyer’s assets, GAMED shall, at his own discretion, be entitled to retain all deliveries and services, to withdraw from all unfulfilled parts of the contract or to or to supply any outstanding services only with payment in advance or with security without having to grant a period of grace before.

All deliveries shall remain the property of GAMED until payment has been made in full.
Offsetting by the Buyer with counterclaims shall only be permitted if such counterclaims have been legally established or recognised by GAMED in writing.

Warranty

The warranty period shall be six months commencing on the date of delivery of the goods. The Buyer shall inspect the delivery immediately upon receipt and must report any defects in writing without delay, but in any case within 14 days of handover, stating the alleged defect, otherwise the delivery shall be deemed to have been accepted.

In the case of hidden defects, the report of defects must be made within 14 days after discovery. GAMED reserves the right to fulfil any warranty claim by improving, replacing or reducing the price at its own discretion.

Warranty will cease immediately, if the goods are modified, reworked, changed or adapted by the Buyer or third parties without written consent of GAMED.

Damages

With the exception of personal injury, GAMED’s liability for damages shall be limited to cases of wilful intent and gross negligence. The burden of proof for the existence of such behaviour shall be borne by the Buyer. In particular, any compensation for pure financial losses, indirect losses and losses or consequential losses of any kind as well as loss of profit shall be excluded.

The liability of GAMED is generally limited to the typically foreseeable damage and in terms of value to the value of the delivery. Claims for damages shall become time-barred 6 months after knowledge of the damage and the damaging party, in any case 2 years after delivery of the goods.

Commissioning

At the time of the start of commissioning, all devices, equipment and programmes that interact with the GAMED scope of delivery but are not themselves part of the scope of delivery must be available in working order. The Buyer shall keep employees on standby for GAMED free of charge during commissioning, who shall be available at short notice to clarify questions and provide assistance during commissioning and testing of the interaction of such units.

For the commissioning of the interfaces to third-party computers/devices, we assume a functioning and timely installed connection as well as properly connected computers/devices. Additional expenses due to non-functioning interfaces at third-party computers/devices shall be borne by the Buyer.

The commissioning work shall be carried out swiftly by GAMED in a continuous period during normal working hours (no shift work schedule).

Severability

Should one provision of these “General Terms and Conditions of Sale and Delivery” or one provision of an agreement individually concluded between the parties be invalid, the validity of the remaining provisions of these “General Terms and Conditions of Sale and Delivery” or of the individual agreement shall not be affected.

Governing Law and Jurisdiction

The contract is subject to Austrian law to the exclusion of the UN sales law. For all Buyers based within the European Union, Switzerland or Liechtenstein, the place of jurisdiction shall be the competent court in Graz, Austria. For all other Buyers, all disputes arising out of or in connection with this contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said rules. The place of arbitration shall be Graz, Austria; the language of arbitration shall be German.

Notice

Subject to translation errors. Please consult our German Terms and Conditions.