Status March 2020

1.       General / Scope of application


1.1.    The present General Purchasing Conditions ("GPC"), as amended from time to time, shall apply to all orders and purchase transactions of Busatis GmbH, FN 98943 f, Busatisstraße 15, A-3251 Purgstall ("Busatis"). The GPC shall also apply to all future deliveries and services provided to Busatis by the contractual partner of Busatis (the "Supplier") without the need to refer to them explicitly in each individual case.


1.2.    Deviating, contradictory or additional contractual terms and conditions, in particular general terms and conditions or purchasing conditions of the Supplier, shall not apply to orders and contractual relationships with Busatis. They are rejected and shall not apply even if Busatis has knowledge of them, even if Busatis does not object to their application in individual cases, particularly in the event of contractual performance or acceptance of contractual performance.


1.3.    The provisions set out in these GPC shall apply between the parties, unless otherwise agreed in writing in individual cases.


1.4.    Amendments and additions to these GPC must be agreed in writing in order to be legally binding. Any deviations from this written form requirement must also be agreed in writing.


2.       Conclusion of contract / Orders from Busatis / Offers of the Supplier



2.1. Without exception, orders from Busatis are placed by transmission of electronic order forms. 2.2. The conclusion of a contract based on an order placed by Busatis requires a written order confirmation by the Supplier. 2.3. If the order confirmation as defined in point 2.2 from the order

, this must be expressly indicated in the order confirmation, stating the specific deviations. Such deviations cannot be unilaterally made part of the contract but must be accepted by Busatis again in writing (e-mail confirmation).


2.4.    The Supplier is bound by any of his offers made to Busatis for a period of 2 weeks after receipt by Busatis.


2.5.    Notwithstanding Section 2.2 a contract may also be concluded on the basis of an offer of the Supplier by means of a written order by Busatis in accordance with Section 2.1.


2.6.    Also in cases of Section 2.5, the Supplier shall immediately confirm the conclusion of the contract to Busatis in writing (order confirmation).


2.7.    An order also includes all necessary ancillary, auxiliary and additional deliveries and services.


3.       Place of performance / Delivery / Default of delivery and acceptance


3.1.    Place of performance for deliveries, services, and payments is the registered office of Busatis, Busatisstraße 15, A-3251 Purgstall.


3.2.    In the absence of any other written agreement, deliveries shall be "delivered duty paid" (DDP Incoterms 2020) to the registered office of Busatis.


3.3.    Agreed delivery dates are binding and are considered the time of receipt of goods.


3.4.    Advance and partial deliveries require the consent of Busatis, unless they have been agreed upon anyway. In the event of excess deliveries, Busatis has the option to keep the goods exceeding the ordered quantity in whole or in part in return for payment in accordance with the other order conditions or to return the goods in whole or in part at the cost and risk of the Supplier.


3.5.    Busatis is entitled to refuse acceptance of a defective delivery or service and to reject it. The Supplier shall then be in default of delivery.


3.6. If the Supplier has to provide material tests, test protocols, quality documents or other documents, the completeness of the delivery also requires the receipt of these documents.


3.7.    The relevant statutory provisions shall apply to any delay in delivery or performance. In this case, Busatis is additionally entitled to commission another company to provide the service, the additional costs of which shall be borne by the Supplier. The acceptance of the service at the place of performance shall be decisive for compliance with the delivery period.


3.8.    In case of a delay in delivery or performance, irrespective of any fault of the Supplier or proof of damage, Busatis is entitled to charge and retain a contractual penalty of 1% per calendar week of delay up to a maximum of 10% of the order value. The amount of the damage and the ability to compensate for the damage shall not affect the amount of any contractual penalty. The right of Busatis to claim damages exceeding the amount of the contractual penalties remains unaffected.


4.       Shipping / Delivery note and invoice


4.1.    Deliveries must be made freight and packaging paid, unless otherwise agreed.


4.2.    All shipping and packaging costs are included in the sales price. The Supplier is not entitled to fees for wear and tear or similar fees.


4.3.    The transport risk is generally borne by the Supplier. If it has been agreed that Busatis bears the transport risk, the Supplier is obligated to notify Busatis immediately of any loss, reduction, damage of the goods and the like, and to assert claims for damages without delay, and further to assign any claims for damages to Busatis immediately and entirely.


4.4.    Upon request of Busatis, shipments shall be insured in the name and at the expense of Busatis.


4.5.    Busatis is entitled to retain any calculated emballages or to return them with deduction of the full amount of the charge.


4.6.    The instructions contained in the order regarding delivery notes and the issuing of invoices must be strictly adhered to. Delays due to non-compliance with these instructions shall be borne by the Supplier.


5.       Acceptance / Warranty / Guarantee


5.1.    The Supplier shall provide warranty for the goods and services provided by the Supplier in accordance with the statutory provisions, insofar as the following Sections do not contain deviating provisions.


5.2.    The statutory warranty and presumption periods apply.


5.3.    The obligation to give notice of defects (Rügeobliegenheit) under §§ 377, 378 UGB is waived.


5.4.    If the Supplier fails to fulfill its warranty obligations within a reasonable period of time not exceeding 2 weeks, Busatis is entitled to remedy the defect itself or have it remedied by a third party at the expense of the Supplier.


5.5.    In addition to the warranty, the Supplier guarantees that the delivered goods are free of defects for a period of 2 years.


6.       Prices / Payment


6.1.    Agreed prices are fixed prices (Festpreise); including all costs, fees, taxes and duties) and are to be invoiced in Euro. The agreed prices shall be repeated in the Supplier's order confirmation.


6.2.    The accuracy of cost estimates (Kostenvoranschläge) of the Supplier is guaranteed. In case of doubt, cost estimates shall be prepared free of charge.


6.3.    Irrespective of the commencement of the limitation periods, invoices are due for payment within 60 days of complete, defect-free delivery and proper invoicing, even if partial deliveries are being accepted. In any event, payments are deemed to be made on the date on which Busatis issues the payment order to the bank.


7.       Retention of title


Goods and services rendered by the Supplier become the property of Busatis at the latest upon delivery. Any retention of title asserted by the Supplier is not being recognized and is invalid.


8.       Offsetting / Retention / Refusal of performance


8.1. Any set-off against claims of Busatis or the exercise of a right of retention by the Supplier is permitted only with counterclaims that have been established by court or acknowledged by Busatis in writing.


8.2.    The exercise of rights of retention and rights to refuse performance by the Supplier is only permissible if the counterclaims according to Section 8.1 are based on the same order.


8.3.    Differences of opinion as well as pending legal disputes do not entitle the Supplier to discontinue due services and withhold deliveries.


9.       Cancellation / Withdrawal


9.1.    Busatis and the Supplier are entitled to cancel individual orders for cause.


9.2.    In the event of cancellation of an order by Busatis, the Supplier shall be reimbursed for any expenses incurred with respect to the cancelled order against detailed proof.


9.3.    Busatis and the Supplier are entitled to terminate in writing a continuing obligation entered into for an indefinite period of time subject to a notice period of four weeks. Upon termination of the order, any further claim of the Supplier for remuneration shall end. Any advance payments for periods after the end of the contract, shall be immediately repaid to Busatis by the Supplier, including interest.


9.4. Busatis may, in particular, withdraw from the contract with the Supplier with immediate effect for the following important reasons:



i. Receipt of an application for insolvency by the Supplier or a third party regarding the assets of the Supplier at court. In this case the withdrawal must be declared before the opening of the insolvency proceedings;

ii. Dismissal of an insolvency application concerning the assets of the Supplier; or

iii. the receipt of an information according to point 9.6;

iv. other suspension of payments by the Supplier without insolvency proceedings having been opened.


9.5.    The effectiveness of point 9.4 i and ii. shall be assessed on the basis of the legal system to which the Supplier belongs.


9.6. The Supplier is obligated to notify Busatis immediately in writing of any foreseeable insolvency application or an insolvency application filed by a third party.



10.     Liability


10.1.   The Supplier shall be liable for the faultless design and execution of its deliveries as well as for using the most suitable materials. The Supplier shall be liable for ensuring that the goods or services delivered by him have the contractually owed as well as the usually assumed properties.


10.2.   The Supplier is liable for all damages caused by the Supplier or third parties commissioned by the Supplier. Subcontractors as well as suppliers of the Supplier are deemed to be vicarious agents of the Supplier pursuant to § 1313a ABGB.


10.3.   Any liability of Busatis and of third parties acting on behalf of Busatis for slight and simple gross negligence is excluded. This shall not apply to personal injury.


10.4.   Several Suppliers from the same contractual relationship are jointly and severally liable towards Busatis.


11. Compulsory insurance



11.1.   The Supplier shall provide adequate insurance coverage for deliveries/services (liability, assembly, transport and guarantee insurance). Upon request by Busatis, the relevant insurance policy shall be presented without delay.


11.2.   The Supplier shall in its own name and at its own cost take out and maintain insurance policies that adequately cover the Supplier's liability risk vis-à-vis Busatis and third parties. The Supplier shall take out and maintain at least the following insurance policies:


·          Business and product liability insurance;


·          Recall cost insurance (Rückrufkostenversicherung).



The sum insured under these insurances may under no circumstances fall below EUR 2 million per year, unless otherwise agreed in individual cases.


11.3.   The insurance must cover all costs and expenses for court disputes and extrajudicial legal disputes, in particular the costs and expenses for legal assistance and payments due to settlements or court judgments. The Supplier is not entitled to terminate or modify the insurance without the prior written consent of Busatis.


11.4.   Upon request, the Supplier is obliged to provide documentary evidence of the existence of the relevant insurance policies to Busatis. The Supplier hereby assigns to Busatis all claims against the insurer in the event of damage up to the amount of the damage incurred by Busatis. Busatis hereby accepts the assignment. The verification of the insurance coverage by Busatis or the failure to request the insurance certificate does not constitute a waiver of any other obligations under this Section 11 The existence of insurance does not limit the liability of the Supplier under this Agreement.


12.     Confidentiality / Intellectual property rights



12.1. The Supplier and Busatis undertake to maintain absolute secrecy towards third parties regarding the knowledge received from the business relations.


12.2.   Within the scope of the contractual relationship between the Supplier and Busatis, no intellectual property rights are transferred from Busatis to the Supplier. Samples, models, dies, drawings, printing plates, tools and other aids shall remain the property of Busatis. These aids may only be used for the execution of orders from Busatis. Such works, documents, know-how, samples, patents, etc. may not be reproduced, made available to third parties, passed on to third parties, or used for the Supplier's own purposes without the written consent of Busatis in each individual case. In case of doubt, such consent is deemed not granted. Such documents may be reclaimed at any time and in such a case must be returned to Busatis without undue delay or at the latest upon performance of the delivery or service, copies must be destroyed, data must be deleted.


12.3.   If existing intellectual property of the Supplier is necessary or at least useful for the use of the goods or services, Busatis is irrevocably entitled to use such intellectual property with such goods or services without limitation and free of charge. Busatis may transfer this right of use to third parties or grant sublicenses thereto if this is necessary to market, hold for sale, use, maintain or improve the goods or services (modified or unmodified).


12.4.   The Supplier guarantees that no rights, in particular no industrial property rights of third parties, are connected to the delivered goods, which Busatis could interfere with if the goods are used in a regular manner or the contract. The Supplier shall indemnify and hold Busatis harmless from and against any and all claims asserted by third parties in this regard.


13.     Limitation period


Any and all claims arising from the contractual relationship between Busatis and the Supplier shall be asserted in court within 12 months from their due date, otherwise the claim shall be excluded. Timeliness of the assertion shall be determined by the date of receipt of the statement initiating the proceedings in court.


14.     Data protection


14.1. The Supplier and Busatis will treat any personal data received in the course of the execution of the contract in accordance with the applicable data protection regulations. Unless expressly provided otherwise, the Supplier and Busatis shall use any data received exclusively for the performance of the contract, shall neither disclose such data to third parties nor make them available to third parties in any other form, and shall take all reasonable precautions to prevent third parties from accessing such information. These obligations shall survive the contractual relationship.


14.2.   The obligations mentioned in point 14.1 do not apply with regards to the transfer of data to commissioned insurance companies, experts, suppliers, etc., who have a need for information, for the fulfilment of the contract. However, the obligation to treat such data confidentially shall be transferred to the third party as far as possible.


14.3.   In all other respects, the privacy policy, available at », is part of the contract with Busatis. The Supplier has read it and agrees to it.


15.     Form / Communications


15.1.   Orders, acceptances of offers, order confirmations, amendments of these GPC and an individual contract as well as other communications between the Supplier and Busatis must be made in writing unless otherwise provided in these GPC or in individual cases. Unless otherwise agreed, they shall be sent to the address last notified in writing. In any event, electronic transmission shall be sufficient for the written form.


15.2.   Any waiver of a written form requirement agreed in these GPC or in individual cases must also be made in writing.


15.3.   The Supplier is obligated to notify Busatis immediately in writing of any change of address, otherwise notices sent to the address of the Supplier last notified in writing shall be deemed to have been received in a legally effective manner. The date of postage (Postaufgabe) shall be decisive for the timely receipt of a notice.


16.     Place of jurisdiction / Applicable law


16.1. For all disputes arising out of or in connection with contractual relationships between Busatis and the Supplier, the exclusive jurisdiction (ausschließlicher Gerichtsstand) of the competent court for Purgstall is agreed upon. However, Busatis reserves the right to bring a claim against the Supplier also at the Supplier's general place of jurisdiction.


16.2.   Alternative to section 16.1 for Suppliers outside the EU: All disputes arising from or in connection with contractual relationships between Busatis and the Supplier shall first be subject to out-of-court mediation attempts. If no agreement can be reached after 30 days, Busatis, both as potential plaintiff and potential defendant, shall have the unilateral right to choose to submit all disputes or claims arising out of or in connection with contractual relationships between Busatis and the Supplier, including disputes regarding the validity, breach, termination, or invalidity of a contract, to one arbitrator appointed in accordance with the Rules of Arbitration (Vienna Rules) of the International Arbitration Institution of the Austrian Federal Economic Chamber (VIAC) for final decision. Alternatively, Busatis may decide to bring the relevant proceedings before the court of competent jurisdiction for Purgstall. If Busatis does not make use of this option for a specific dispute or if Busatis does not notify the Supplier in writing of this selection within seven calendar days after receipt of a corresponding request by the Supplier, the selection shall be deemed made for the arbitration court. Unless otherwise agreed, the language of proceedings shall be German.


16.3.   Only material Austrian law shall apply, excluding the referral norms (Verweisungsnormen) of private international law and the UN Convention on Contracts for the International Sale of Goods (UN-K/CISG).


17.     Miscellaneous


17.1.   The assertion of claims due to laesio enormis, error and omission of the basis of the transaction by the Supplier is excluded.


17.2.   If individual provisions of these GPC are fully or partly void, ineffective, inexecutable or unenforceable, the validity of the remaining provisions shall not be affected. In this case, those valid and enforceable agreements are deemed to have been made which come closest to the economic purpose of the void or invalid provisions and the intention of the parties.