General Terms and Conditions (GTC)

Globalmatix AG
Fürst-Franz-Josef-Strasse 5
9490 Vaduz, Liechtenstein

1. subject matter of the contract

We shall deliver the subject matter of the contract in accordance with the written specification of services accepted by you, taking into account any changes agreed in writing. The responsibility for the selection of the subject matter of the contract and for the results intended with it lies with you.
Insofar as it is agreed that interim results of the work will be submitted for approval, you shall report any errors without delay. The interim result shall be deemed to have been approved if you do not reject it within two weeks or if you do not reject the improved version within two weeks after it has been handed over. By approving interim results, you acknowledge that the services at that time comply with the service description.

2. restrictions of use

The use of our products or works created by us in applications in nuclear power plants, in aircraft, in applications for the planning, design, manufacture or supply of aircraft or their parts, for navigation and for the manufacture of weapons of all kinds, in medical applications in which damage to humans may occur, in applications which may cause damage to water and in installations which are subject to approval or notification requirements under environmental protection laws requires our prior written consent.

3. transfer of risk and shipment for hardware parts

Delivery shall be made for your account and at your risk. The risk shall pass to you when the goods are handed over to the forwarding agent, carrier or other shipping agent, but no later than when they leave the distribution warehouse. If shipment is delayed at your request or as a result of circumstances for which we are not responsible, the transfer of risk shall occur upon notification of readiness for shipment. 
The costs for shipping, for insurance, for packaging and for other additional costs are borne by you.

4. retention of title

We retain title to the subject matter of the contract until all claims for remuneration arising from this contractual relationship have been settled in full. Any change of location, interventions by third parties, seizures and assignments shall be notified to us without delay. In the event of seizure, the seizure report must be enclosed.
You are not entitled to pledge or assign the subject matter of the contract as security to third parties until the acquisition of ownership. In the event of installation of the subject matter of the contract, we shall become co-owners on a pro rata basis.
You undertake to safeguard our property accordingly even if the subject matter of the contract is not intended directly for you but for third parties.
You may reassign the subject matter of the contract in the ordinary course of business as long as you are not in default with the fulfillment of your obligations. You hereby assign to us your claims against third parties arising from the resale or claims for compensation on other legal grounds (e.g. liability insurance claims) up to the amount of the outstanding purchase price or remuneration. Upon request, you shall inform us at any time about the status of the assigned claims. As long as you meet your payment obligations towards us, you are entitled to collect the claims assigned to us on our account in your own name.
If we are entitled to exercise the reservation of title, you shall grant us irrevocable and unrestricted access to your business premises or the company premises for the purpose of collecting the items at customary business hours.

5. rights of use

Unless otherwise agreed by software license agreements, you receive a non-exclusive right to use software as soon as you have paid the full invoice amount for this software.
You may not transfer the right of use to third parties, grant sublicenses or otherwise make the software available to third parties without our prior written consent. However, the first acquirer of the rights to use software may transfer them once and permanently only directly to an end user. The recipient must agree with this provision not to transfer the rights further.
You undertake to safeguard our property accordingly even if the subject matter of the contract is not intended directly for you but for third parties.

6. cooperation and provision obligations of the customer

You shall perform the duties of cooperation and provision agreed in the individual case as an essential contractual duty in the required quality and by the agreed deadlines.
You appoint a contact person who represents you in all legally effective matters concerning the subject matter of the contract.

7. changes in the performance

If you wish to change the service, we will check the possibility of carrying out the change, if necessary against separate remuneration.
Insofar as the change increases the workload or jeopardizes compliance with deadlines, we may demand an appropriate increase in the remuneration or postponement of the deadlines.
Insofar as any cause for which we are not responsible increases our expenditure or jeopardizes compliance with deadlines, we may demand a reasonable postponement of the deadlines as well as compensation for the additional expenditure.
We will assert claims within a reasonable period of time. They shall be deemed accepted if you do not object in writing within two weeks.

8. acceptance (in case of work performances and deliveries of goods to be manufactured)

Acceptance takes place no later than 30 days after delivery.
The acceptance period shall be extended by a possible fault rectification period, insofar as you were significantly impaired in testing the subject matter of the contract due to faults.
A record of the acceptance shall be drawn up and signed by you. If acceptance is not granted because the subject matter of the contract is not essentially in accordance with the contract, this must be justified in the protocol.
If acceptance does not take place in due time for reasons for which we are not responsible, acceptance shall be deemed to have been granted.
Productive use of the delivered subject matter of the contract, whether in whole or in part, shall be deemed acceptance of the subject matter of the contract.

9. travel expenses

Travel expenses will be calculated according to valid flat tax rates or upon presentation of receipts.

10. sales tax and terms of payment

All amounts stated in offers are exclusive of the statutory value added tax.
If no dates for invoicing have been agreed, it shall follow the performance of the service on a monthly basis.
All invoiced amounts are payable within 30 days of the date of the invoice, without deductions.
You may only offset against undisputed or legally established claims and may only assert a right of retention on account of such claims.
The basis for each delivery is the creditworthiness of the customer. If, during the term of the contract, we become aware of any negative information regarding the creditworthiness of the customer and if, as a result, we consider our claim to payment to be at risk or if the customer fails to pay amounts due in accordance with the conditions, all of our outstanding accounts with the customer shall become due for payment immediately. In addition, we shall be entitled to demand advance payments, to demand securities or to withdraw from current contracts.
In the event of a delay in payment of more than 14 days, a lump-sum reminder fee of 2% of the outstanding amount, but no more than EUR 1,000.00, but no less than EUR 50.00, shall be owed. Our claim to interest on arrears as well as the possibility of proving that we have incurred lesser damage shall remain unaffected.

11. claims in the event of defects

The subject matter of the contract shall be free of defects if it has the quality described in the product or service description at the time of transfer of risk and does not have any defects of title. Unless otherwise agreed, we shall only be obliged to deliver the subject matter of the contract free of third-party rights in the country of the place of performance.
The period within which you can assert your claims is one year from delivery or acceptance. Defects must be reproducible or be detectable by machine output.
In the event of defects in accordance with the preceding section, you shall be entitled to rectification or replacement delivery at our discretion. You may only demand a reduction in price or withdrawal from the contract if you have unsuccessfully set a deadline for performance or subsequent performance of at least three weeks and our attempt to remedy the defect or make a replacement delivery has failed at least three times. In the event of withdrawal, you must combine the aforementioned deadline with a threat of rejection.
A prerequisite for your claims for defects is the proper handling and use of the products and a safe and suitable location. There are no claims if the product has been modified or adapted without our written consent, has been handled improperly or in a manner not in accordance with the manual for the product, or has been repaired by a third party in a manner not in accordance with the maintenance requirements.
If the review of a notice of defect shows that there is no defect, the costs of the review shall be charged at the applicable hourly rates. 11.6 You undertake to provide us with the support required to remedy the defect (description of the defects, test times, etc.).

12. liability

We shall be liable, irrespective of the legal grounds, without limitation for intent and gross negligence, for damages based on injury to life, limb or health, for which the Product Liability Act provides for mandatory liability, as well as in cases in which we have assumed a guarantee for the quality of the subject matter of the contract.
We shall only be liable for slight negligence if an obligation is breached, compliance with which is of particular importance for achieving the purpose of the contract (cardinal obligation). Liability shall be limited to five times the contractually agreed remuneration. It shall only extend to such damages as must be expected to occur in a manner typical for the contract.
In addition, we shall be liable within the scope of the statutory provisions insofar as these damages are covered by our business liability insurance.
Further claims for damages are excluded.
Your claims for material defects shall become time-barred one year after handover/delivery of the object of purchase to the customer. Excluded from this are claims for defects by consumers as well as claims for damages due to injury to life, body and health and/or claims for damages due to grossly negligent or intentional damage caused by us. In this respect, the statutory limitation periods shall apply.

13. miscellaneous

Our deliveries and services are exclusively subject to these GTC. Your (purchasing) terms and conditions shall not apply even if you refer to them in your order.
Exclusive place of jurisdiction is Munich/Germany; place of performance is Vaduz/Liechtenstein. German law shall apply. The Uniform UN Sales Law is excluded.
Any assignment of rights or transfer of obligations under the existing contract shall require our prior written consent.
If you have any questions regarding these Terms and Conditions, please contact us in writing at:
Globalmatix AG
Fürst-Franz-Josef-Strasse 5
9490 Vaduz
Tel.: +423 792 30 00