Terms of Service
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1. Validity of the General Terms and Conditions and deviations
a) The following General Terms and Conditions apply to all current and future contracts between the Client in his capacity as entrepreneur and Solar Spider.
b) Deviations from these conditions and in particular also conditions of the client are only valid if they are expressly recognised and confirmed in writing by Solar Spider.
2. Offers, subsidiary agreements
a) The offers of Solar Spider are, unless otherwise stated, subject to change, with regard to all stated data including the fee.
b) If an order confirmation of the engineering office contains changes compared to the order, these are considered to be approved by the client, as far as he does not contradict in writing.
c) Agreements must always be made in writing.
3. Placing of orders
a) The type and scope of the agreed service result from the contract, power of attorney and these general terms and conditions.
b) Changes and additions to the order require written confirmation by Solar Spider to become the subject of the present contractual relationship.
c) Solar Spider commits itself to the proper execution of the order placed with it according to the generally recognised rules of technology and the principles of economic efficiency.
d) Solar Spider can call in other appropriately authorised persons for the fulfilment of the contract and place orders with them in the name and for the account of the Client. However, Solar Spider is obliged to inform the Client of this intention in writing and to grant the Client the possibility to object to this placing of orders with a third party within 10 days.
e) Solar Spider can also call in other appropriately authorised persons as sub-planners for the fulfilment of the contract and place orders with them in the name and for the account of Solar Spider. However, Solar Spider is obliged to inform the Client in writing if it intends to have orders carried out by a sub-planner and to give the Client the possibility to object to this placing of the order with the sub-planner within one week; in this case Solar Spider shall carry out the order itself.
4. Warranty and compensation
a) Warranty claims can only be made after notification of defects, which has to be made exclusively by registered letter within 14 days from handover of the service or partial service.
b) Claims for redhibitory action and price reduction are excluded. Claims for improvement or supplementation of what is missing are to be fulfilled by Solar Spider within a reasonable period of time, which should generally be one third of the period agreed upon for the performance of the service. A claim for damage caused by delay cannot be asserted within this period.
c) Solar Spider has to render its services with the care to be expected of it as a professional (§1299 ABGB).
d) If Solar Spider has culpably caused damage to the Client in violation of its contractual obligations, its liability for compensation of the damage caused thereby - if not otherwise regulated in the individual case - is limited in the case of slight negligence as follows:
in the case of withdrawal and personal injury without limitation,
in all other cases with limitation as follows:
for an order sum of up to 250,000.00 euros: a maximum of 12,500.00 euros;
for a contract sum exceeding 250,000.00 euros: 5 % of the contract sum,
but not more than 750,000.00 euros.
Liability for consequential damages and lost profits is also excluded in the case of gross negligence, unless otherwise stipulated in the individual case.
5. Withdrawal from the contract
a) Withdrawal from the contract is only permissible for important reasons.
b) In case of delay of Solar Spider with a service, a withdrawal of the client is only possible after setting an appropriate period of grace; the period of grace is to be set by registered letter.
c) In case of delay of the client with a partial performance or an agreed cooperation activity, which makes the execution of the order by Solar Spider impossible or considerably hinders it, Solar Spider is entitled to withdraw from the contract.
d) If Solar Spider is entitled to withdraw from the contract, it retains the claim to the entire agreed fee, also in case of unjustified withdrawal of the client. Furthermore, §1168 ABGB (Austrian Civil Code) shall apply; in the case of justified withdrawal by the client, the services rendered by Solar Spider shall be remunerated by the client.
6. Fees, scope of services
a) Unless otherwise stated, all fees are in EURO.
b) The stated fee amounts do not include value added tax (VAT), which is to be paid by the client.
c) Compensation with any counterclaims, for whatever reason, is inadmissible.
d) Unless otherwise agreed, the non-binding calculation recommendations issued by the professional association of engineering offices are part of the contract.
e) Unless expressly agreed otherwise, payment must be made without deductions within 30 days from the date of invoice to the account of a bank with a domestic branch named by Solar Spider. In case of default of payment, interest in the amount of 9.2 % per annum above the base interest rate of the ECB plus reminder charges are to be paid. 7.
7. Place of fulfilment
Place of fulfilment for all services is the place of the registered office of Solar Spider.
a) Solar Spider is obliged to keep secret all information given by the client.
b) Solar Spider is also obliged to not disclose any of its planning activities, if and as long as the Client has a justified interest in this secrecy. After the execution of the order, Solar Spider is entitled to publish the work that is the subject of the contract, in whole or in part, for advertising purposes, unless otherwise agreed.
9. Protection of the plans
a) Solar Spider reserves all rights and uses to the documents created by it (in particular plans, brochures, technical documents).
b) Any use (in particular processing, execution, duplication, distribution, public presentation, making available) of the documents or parts thereof is only permitted with the express consent of Solar Spider. All documents may therefore only be used for the purposes expressly specified when the order is placed or by a subsequent agreement.
c) Solar Spider is entitled, the Client is obliged, to state the name (company, business name) of Solar Spider in publications and announcements about the project.
d) In the event of contravention of these provisions for the protection of the documents, Solar Spider is entitled to a penalty in the amount of twice the appropriate remuneration of the unauthorised use, whereby the assertion of a claim for damages exceeding this is reserved. These penalties are not subject to the judicial right of moderation. The burden of proof that the client has not used the documents of Solar Spider lies with the client.
10. Choice of law, place of jurisdiction
a) Austrian law is exclusively applicable for contracts between clients and Solar Spider.
b) For all disputes arising from this contract, the jurisdiction of the competent court at the registered office of Solar Spider is agreed.