General Terms and Conditions (GTC) of SVL GmbH

1 Scope of application
a) These General Terms and Conditions (hereinafter “GTC”) apply to all contractual relationships between SVL GmbH (hereinafter “SVL”) as the contractor (or customer) and the customer (or contractor) and are used in business transactions between companies.
b) Deviating conditions are only recognized in writing; verbal side agreements are invalid. These T&Cs shall already be valid when an order is requested before the order is placed.
c) Conflicting terms and conditions of the customer are invalid unless they are expressly recognized by SVL when the order is confirmed.
2. placing of order
a) An order is only valid after receipt and acceptance of the order in writing (in writing, by telex, electronically), unless this is contradicted in writing. The confirmation of receipt shall not be deemed to be an order confirmation.
b) The exact scope of a specific inspection, investigation, expert opinion or consultancy order shall be contractually agreed on a case-by-case basis.
c) Verbal side agreements or unconfirmed changes are not valid.
3. client
a) All relevant data, documents, records and other information required for the immediate commencement and completion of the activity must be provided by the client at his own expense.
b) SVL is not obliged to check the documents provided for completeness or correctness, unless this is expressly included in the order.
c) If an order cannot be carried out in full due to a lack of information in the order transmission and any queries, the client bears the sole risk.
d) The client must make all preparations necessary for the fulfillment of the order at his own expense and risk in order to be able to carry out findings and assessments.
e) If it is not possible to record findings or make an appointment at the specified time, SVL reserves the right to invoice the full amount of the travel costs incurred.
f) In the event of delays or breaches of duty on the part of the client, SVL reserves the right to invoice the full amount of any additional expenses, costs and losses incurred.
g) SVL shall inform the client promptly and in writing of all relevant information that may affect or prevent the order.
4 Contractor
a) As the contractor, SVL shall provide all services to the best of its knowledge and belief, neutrally and impartially with the diligence of a prudent expert.
b) The services to be provided by SVL are defined in writing in the order, whereby partial services are possible. The partner (SVL/client) must be informed immediately and in writing should deviations, extensions or changes - from whatever side - arise during the execution of the order. If the changes that arise are an obstacle or SVL cannot be expected to continue, SVL may withdraw from the order. Services or partial services provided up to that point must be paid for by the client.
c) SVL may have services or partial services carried out by competent third parties, in particular for the correct and prompt execution of the order. This does not create a contractual relationship between the customer and the third party.
d) On request, SVL will document the progress of the activities to the customer on an ongoing basis (transmission of milestones). This applies in particular to services commissioned over a longer period of time. The client has a written right of objection.
e) Investigations, inquiries, inquiries and other investigations, the preparation of photographs, sketches and other representations and tests, as well as the necessary travel activities, shall be carried out and remunerated at the discretion of SVL without further separate consent from the client, unless objected to in writing.
f) SVL is not bound by instructions in the production of the agreed work, acts at its own discretion and on its own responsibility and is not bound to any particular place of work or any particular working hours.
g) In the case of consultancy services and inspections, statements, advice and opinions given are to be understood as suggestions.
5 Confidentiality and data protection
a) SVL will not disclose without authorization, continue to use, pass on or otherwise make available any facts, documents, images and other information such as business and/or trade secrets which become known in the course of processing the order and which relate to the subject matter of the order. Exceptions to this are statutory, official or court orders that lead to mandatory disclosure.
b) SVL may, however, provide deputies and third parties involved in order processing with the information required for the respective partial service and is deemed to be released from 5a) in these cases.
c) In any case, documents obtained for order processing and in the course of the investigation may be copied or made available electronically, which will continue to be stored for at least ten years in accordance with the statutory retention obligation.
d) The contracting parties undertake to maintain mutual loyalty.
e) SVL will process every order in an absolutely neutral manner; should reasons of bias arise, SVL is in any case entitled to refuse an order.
f) Data protection: If the opportunity for the input of personal or business data (e-mail addresses, names, addresses) is given, the input of these data takes place voluntarily.
g) Declaration of consent: The website is administered by SVL. By accessing it or using it in any other way, you agree to the terms of the privacy policy as set out below. If you do not agree with the guidelines, please do not access or use this website in any other form.
6 Copyrights, rights of use
a) SVL expressly reserves the copyright to the works produced (reports, findings, expert opinions and other works). They may be used by the Client during and after termination of the contractual relationship exclusively for purposes covered by the contract. In this respect, the Client shall not be entitled to reproduce and/or distribute the work(s) without the express consent of the Contractor (Management Consultant). Under no circumstances shall any unauthorized reproduction/distribution of the work give rise to any liability on the part of the Agent (Management Consultant) towards third parties - in particular for the accuracy of the work.
b) All rights of use to documents, image material, data and other information that are transmitted or made accessible for the purpose of order processing and order fulfillment may be used for order fulfillment. Any other use is only permitted with the written consent of the owner of the rights and rights of use.
7 Terms of payment
a) SVL is entitled to remuneration for work and partial services, expenses and disbursements as well as payments on account corresponding to the progress of work.
b) SVL is entitled to demand advance payment of costs, expenses or disbursements. It is also entitled to charge for partial services before completion of the entire order.
c) In the event of late payment - including of partial services or advances on costs - SVL may, at its discretion, terminate the processing of the order and invoice the previous partial service. If the results are handed over after payment of the debt, withdrawal from the contract is deemed to have been agreed in this case. Further processing or the resumption of work is at the discretion of SVL.
d) Offsetting of counterclaims or retention of claims are excluded.
e) Unless otherwise agreed in writing, payment terms are deemed to be agreed “net upon receipt of invoice”; the payment obligation arises upon receipt of the invoice.
f) Value added tax shall be charged to the customer.
g) SVL is also entitled to send invoices to the customer in electronic form. The customer expressly agrees to the sending of invoices in electronic form by SVL.
8 Warranty
a) The customer must immediately inspect the service provided for recognizable defects. Any defects identified must be reported to SVL immediately and in writing, stating the nature and extent of the defect. Otherwise, the contractual service shall be deemed to have been properly provided.
b) In the event of a justified complaint, the customer may demand rectification by removal of defects or subsequent performance, stating the defects.
c) In the event of non-performance or in the absence of the possibility of non-performance, the client may, at his discretion, demand a reduction of the remuneration - reduction - or rescission of the contract under the statutory conditions. Any further warranty or liability is excluded.
d) Withdrawal is excluded in the case of minor defects.
e) Defects that are due to a failure to provide data, documents, images or other information by the client or parties shall not be recognized as defects.
f) This claim of the client shall expire six months after the provision of the respective service.
g) The brokerage and sale of averaged goods is generally carried out to the exclusion of warranty and any guarantees, even without separate notice. SVL establishes contact between the buyer/damaged party (seller, insurer or other claimant) and a legal transaction is created between the seller and buyer; SVL is entitled to a brokerage or sales commission.
9 Liability
a) The liability provisions apply irrespective of the contractual or non-contractual basis on which a claim is based.
b) When placing the order, the client must inform SVL of special risks or extraordinary damage possibilities and unusual amounts of damage.
c) Additional damage or changes to damage that has already occurred that arise in the course of the investigation and damage assessment are part of the order if they enable the investigation. Such damages are part of the order processing and SVL is in no way liable for such costs.
d) SVL will inform the customer of any damage without delay.
e) SVL's liability is in any case limited to the amount of the order value, with the exception of damage caused by gross negligence or intent.
f) Claims for damages by the client can only be asserted in court within six months of becoming aware of the damage and the damaging party, but at the latest within twelve months of the event giving rise to the claim.
10. withdrawal
a) The contract may be terminated in writing by either party at any time for good cause.
b) For SVL, good cause exists in particular if the client refuses to cooperate in the performance of the contract, attempts to influence or influences the results or partial results, defaults on payment or if debt settlement proceedings are initiated.
c) For the client, good cause exists in particular if SVL violates the rights and obligations of a proper expert.
d) In the event of interruption or withdrawal from the contract, SVL shall be entitled to compensation for the costs and expenses incurred up to that point.
e) SVL is only liable for the careful selection of services and partial services provided by third parties.
f) SVL's liability for consequential damage - including consequential damage typical of the contract - is excluded.
11. place of jurisdiction, final provisions and severability clause
a) The exclusive place of jurisdiction for all disputes is the registered office of SVL, Graz/Austria. b) The place of performance for all claims is the registered office of SVL, Graz/Austria
c) In the event that individual provisions of these GTC are or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to the meaning and economic purpose of the invalid provision.
d) In all other respects, the rules of professional conduct of court experts in Austria and the General Terms and Conditions of Business of Management Consultants in Austria shall apply in their currently valid version.
Feldkirchen, April 2018