Scope: Austria, Austrian law. This version is available at inventio.at and is attached to the respective enquiry or order. It applies to contracts to which it was attached or in which it is referenced by stating its version date.
1. Scope
1.1 These purchase terms apply to the procurement of goods of any kind (“deliverables”) and of work and services (“services”) from suppliers and contractors who are entrepreneurs within the meaning of § 1 KSchG (“supplier”). INVENTIO does not apply these terms towards consumers.
1.2 Services are in particular development, design, engineering and calculation services, software and IT services, consulting, planning and project services, prototype and sample construction, manufacturing and processing according to INVENTIO’s specifications, testing, measurement and laboratory services, and other work and services. Deliverables are in particular components, materials, assemblies, devices and equipment, as well as software and firmware intended for the operation of the aforementioned items.
1.3 The lists in 1.2 are illustrative and do not limit the scope. Provisions of these purchase terms which by their nature apply only to certain deliverables or services apply only insofar as they are applicable to the respective order.
1.4 The applicable version of these purchase terms is the one attached to INVENTIO’s enquiry or order or referenced therein by version date. The supplier’s terms and conditions do not apply, even if INVENTIO does not expressly object to them, accepts delivery or makes payment in awareness of such terms. Any reference by the supplier to its own terms — in particular in an order confirmation, delivery note or invoice — is deemed rejected.
1.5 Individual written agreements (such as framework, supply, development, service, quality assurance and confidentiality agreements) take precedence over these purchase terms in the event of conflict; otherwise these purchase terms remain in force.
1.6 These purchase terms also apply to future transactions with the same supplier without the need for a renewed reference, as long as INVENTIO does not designate another version.
2. Enquiry, order and conclusion of contract
2.1 Enquiries, cost estimates and offers by the supplier are free of charge for INVENTIO and do not create any obligation.
2.2 Orders by INVENTIO are binding if issued in text form. The contract is concluded by the supplier’s order confirmation or by execution of the order. If the supplier does not confirm within five working days of receipt of the order, INVENTIO is no longer bound by the order.
2.3 Deviations of the order confirmation from the order apply only if INVENTIO expressly agrees to them in text form; execution of the delivery or service by the supplier or a payment by INVENTIO does not constitute agreement.
2.4 Declarations in connection with the contract require text form (email suffices). Orders, call-offs and changes must be designated and confirmed stating INVENTIO’s order number.
2.5 In the case of framework orders, quantity figures without an express purchase obligation constitute a non-binding planning basis; quantities and dates become binding only upon the respective call-off. Call-offs are made in text form; the supplier confirms them within five working days.
3. Scope of performance, execution and changes
3.1 The scope and quality of deliveries and services result from the order together with the enclosures referred to therein (in particular specifications, drawings, data sheets, statements of work, test instructions).
3.2 The supplier performs its deliveries and services in accordance with the state of the art and the recognised rules of technology, and in compliance with the relevant legal provisions, standards and official requirements. The supplier must hold the necessary authorisations, permits and certifications at its own expense and provide evidence on request.
3.3 The supplier must inform INVENTIO without delay in text form if documents, specifications or items provided by INVENTIO are incorrect, incomplete or unsuitable for the identifiable intended purpose. Responsibility for the specifications remains with INVENTIO, provided the supplier has complied with its duty to examine and notify.
3.4 INVENTIO may request changes to the scope of delivery and performance up to the start of execution, insofar as they are reasonable for the supplier. The effects on price and dates are to be adjusted by mutual agreement and appropriately; the supplier must notify INVENTIO of the effects without delay, at the latest within ten working days, in text form.
3.5 The use of subcontractors and the relocation of performance or manufacturing sites require INVENTIO’s prior consent in text form; consent may not be unreasonably withheld. The supplier is liable for its subcontractors as for its own conduct.
3.6 Work on INVENTIO’s premises or at INVENTIO’s partners is carried out in compliance with the operating, safety and access rules there. The supplier is solely responsible for the labour- and social-law compliance of the personnel it deploys and indemnifies INVENTIO in this respect.
3.7 If acceptance is agreed or provided for by law for work or assembly services, it takes place formally after completion and proof of function in a protocol signed by both parties. Tacit acceptance by taking into use, payment or lapse of time is excluded. Reservations for identified defects and for an agreed contractual penalty are to be recorded in the protocol.
4. Prices
4.1 The prices stated in the order are fixed prices. They are net in euros, excluding value added tax, and for deliveries of goods delivered DAP to the destination named in the order (Incoterms 2020) including packaging, transport, transport insurance and the documentation required for intended use, unless the order provides otherwise. Import duties and import VAT are borne by INVENTIO unless the order provides for DDP.
4.2 Price increases — for whatever reason — require INVENTIO’s prior consent in text form.
4.3 For services remunerated on a time-and-material basis, the rates stated in the order apply. Travel, accommodation and incidental costs are covered by the prices unless separately itemised in the order. Evidence is to be submitted on request.
5. Invoicing and payment
5.1 Invoices are to be submitted separately for each order, stating the order number, item numbers, delivery or performance date and the particulars under § 11 UStG, in text form to the invoicing address notified by INVENTIO. Invoices that do not meet these requirements do not trigger any due date; INVENTIO will notify the defect without delay.
5.2 Unless the order provides otherwise, INVENTIO pays within 14 days of receipt of a proper invoice with a 3% cash discount, or within 30 days net. The period does not begin before complete, defect-free delivery or performance, in the case of agreed acceptance not before it has taken place, and not before handover of the agreed documentation.
5.3 Payments do not constitute acknowledgement of the conformity of the delivery or service and no waiver of warranty, damages or other claims.
5.4 INVENTIO is entitled to set-off and retention to the extent permitted by law, including with claims of affiliated companies of INVENTIO, unless the supplier objects within a reasonable period on legitimate grounds.
5.5 INVENTIO makes advance payments only insofar as agreed in the order, and only step by step against an abstract bank guarantee or insurance guarantee of an institution licensed in the EU in the amount of the advance payment.
5.6 The assignment of claims against INVENTIO requires INVENTIO’s prior consent in text form; consent may not be unreasonably withheld. § 1396a ABGB remains unaffected.
6. Delivery, dispatch and passing of risk
6.1 Deliveries of goods are made DAP to the destination named in the order (Incoterms 2020); a different Incoterm applies if stated in the order. Risk passes to INVENTIO upon handover at the destination, in the case of agreed acceptance upon its taking place. The supplier handles export clearance and provides INVENTIO with the documents required for import in good time.
6.2 Each shipment must be accompanied by a delivery note and packing list stating the order number, article description, quantity and — where applicable — batch or serial numbers. Dangerous goods and hazardous substances must, where relevant, be classified, packaged, labelled and documented in accordance with the applicable transport and labelling regulations, together with the required transport documents and safety data sheets.
6.3 Partial deliveries, excess or short deliveries and deliveries before the agreed date are permitted only with INVENTIO’s prior consent in text form. In the case of permitted early delivery, the due date and payment period remain unchanged.
6.4 Packaging is to be limited to what is necessary, executed in a transport-safe manner and labelled according to INVENTIO’s specifications. Where legally provided, the supplier takes back and discharges the disposal obligation for packaging.
7. Dates and default
7.1 The delivery and performance dates stated in the order are binding. Decisive is receipt at the destination, in the case of agreed acceptance its taking place.
7.2 The supplier must notify INVENTIO of foreseeable delays without delay in text form, stating the reason and the expected duration. The notification does not release the supplier from the consequences of default.
7.3 If a binding date is exceeded for reasons for which the supplier is responsible, INVENTIO may demand a contractual penalty of 0.5% of the net value of the delayed delivery or service per commenced week of delay, up to a total of 5% of that value. The contractual penalty is credited against any further claim for damages. INVENTIO may reserve the contractual penalty until final payment; acceptance of the delayed delivery or service does not constitute a waiver.
7.4 In all other respects, INVENTIO’s statutory rights, in particular to performance, rescission and damages, remain unaffected. In the event of imminent danger or after the fruitless expiry of a reasonable grace period, INVENTIO may make cover purchases; the additional costs are borne by the supplier.
8. Force majeure
Events beyond the parties’ control that were not foreseeable or avoidable (in particular natural disasters, war, official measures, epidemics and pandemics, general energy or raw-material shortages) release the affected party from its performance obligations for the duration of the disruption. The affected party must inform the other without delay and limit the effects as far as possible. Procurement difficulties of the supplier, failure of individual sub-suppliers, industrial action within the supplier’s business, and currency and price fluctuations do not constitute force majeure. If the disruption lasts longer than three months, either party may rescind the contract with regard to the deliveries and services not yet rendered; parts already rendered are to be settled.
9. Quality, conformity and evidence
9.1 The supplier warrants that deliverables and services comply with the agreed specifications, the state of the art and all product, safety, environmental and substance regulations applicable in the destination market. Which regulations apply in the individual case results from the deliverable and the destination market named in the order; the supplier checks this on its own responsibility.
9.2 Insofar as relevant for the deliverable, the supplier provides the required evidence unsolicited with the first delivery and upon each change, in particular a declaration of conformity and CE marking, technical data sheets with version and date, test reports and certificates from accredited or notified bodies, safety data sheets, and operating, assembly and maintenance instructions in German and, where agreed, English.
9.3 Changes to design, materials, components, processes, place of performance or manufacture, or sub-suppliers that may affect the deliverable, its properties or its conformity require INVENTIO’s prior release in text form. The supplier announces intended changes with reasonable lead time.
9.4 INVENTIO and third parties commissioned by INVENTIO are entitled, after announcement with reasonable notice, to inspect the supplier’s performance, testing and manufacturing facilities during normal business hours and to verify compliance with the agreed requirements. The supplier’s legitimate confidentiality interests are to be respected.
9.5 If the supplier becomes aware of a circumstance that may affect the safety or conformity of deliverables already delivered, it must inform INVENTIO without delay in text form and cooperate in clarification.
10. Ownership, provided items and documents
10.1 Ownership of the deliverables passes to INVENTIO upon handover, at the latest upon full payment. A simple retention of title of the supplier until payment for the respective deliverable is recognised. Extended, prolonged and current-account reservations, and reservations in favour of third parties, are not recognised.
10.2 Materials, parts, samples, data carriers, software and documents provided by INVENTIO remain the property of INVENTIO and may be used exclusively for deliveries and services to INVENTIO. They are to be stored separately, marked as INVENTIO’s property, insured at the supplier’s expense at replacement value against the usual risks, and returned without delay on request. Processing and combination are carried out for INVENTIO; INVENTIO acquires ownership of the new item, and in the case of combination with third-party items co-ownership in proportion to the values.
10.3 Tools, moulds, fixtures and test equipment paid for or partly paid for by INVENTIO are, from the time of payment, the property or co-ownership of INVENTIO in proportion to the costs borne. They are to be marked as INVENTIO’s property, carefully stored, used exclusively for INVENTIO’s orders and returned without delay and at the supplier’s expense at the end of supply or on INVENTIO’s request.
10.4 The supplier has no rights of retention or lien over provided items, tools, documents, data and other property of INVENTIO; such a right is also excluded in the event of outstanding claims (§ 471 ABGB is waived in this respect). The supplier indemnifies INVENTIO against third-party claims based on the inclusion of this property in third-party rights.
10.5 The use of INVENTIO’s specifications and documents is otherwise governed by clauses 12 and 13.
11. Warranty
11.1 The supplier warrants the agreed quality and that the deliverables and services are free from third-party rights. The warranty period is 24 months from handover to INVENTIO, and for work services 24 months from acceptance. For repaired or replaced parts, the period begins to run anew upon completion of the repair or delivery of the replacement part.
11.2 § 377 UGB is waived. INVENTIO examines incoming deliveries in the ordinary course of business for identity, quantity and externally recognisable transport damage. INVENTIO notifies defects within 14 working days of discovery in text form; for hidden defects this period begins upon discovery. INVENTIO has no further duty to examine.
11.3 INVENTIO may demand rectification or replacement at its choice. The supplier must remedy the defect at its own expense within a reasonable period set by INVENTIO; it bears all expenses necessary for the remedy, in particular transport, travel, labour, testing, removal and installation costs.
11.4 If the supplier does not comply with the request to remedy the defect in time, or in the event of imminent danger or particular urgency, INVENTIO may take the necessary measures itself or through third parties at the supplier’s expense and risk. INVENTIO will notify the supplier of this in advance insofar as circumstances permit. Further statutory rights remain unaffected.
11.5 INVENTIO’s right of recourse under § 933b ABGB remains fully in force. The period for asserting it under § 933b para 2 ABGB is extended to six months from the fulfilment of INVENTIO’s own warranty obligation; a limitation under § 933b para 4 ABGB is effective only insofar as it is individually agreed in writing.
12. Liability, indemnification and recall
12.1 The supplier is liable in accordance with the statutory provisions. An exclusion or limitation in amount of liability applies only insofar as it is individually agreed in writing.
12.2 The supplier indemnifies INVENTIO and its customers against third-party claims arising from a defect or infringement within the supplier’s area of responsibility, including the reasonable costs of legal defence. Recourse under § 12 PHG is not waived.
12.3 If measures to avert danger become necessary, in particular warnings, rectifications or a recall, and these are based on a circumstance within the supplier’s area of responsibility, the supplier bears the necessary costs. The parties coordinate the scope and implementation of such measures in advance where possible; INVENTIO’s statutory obligations towards authorities and customers remain unaffected.
12.4 The supplier maintains business, professional or product liability insurance appropriate to the scope of delivery and performance and provides evidence of its existence on request. The supplier’s liability is not limited by the coverage amount.
13. Third-party IP rights and INVENTIO documents
13.1 The supplier warrants that the deliverables and services and their contractual use by INVENTIO and its customers do not infringe any third-party rights. It indemnifies INVENTIO and its customers against third-party claims arising from alleged infringements of IP rights, including the reasonable costs of legal defence.
13.2 If INVENTIO is held liable for an infringement of IP rights, the supplier must, at INVENTIO’s choice and at its own expense, obtain the necessary rights of use or modify the deliverable so that no IP rights are infringed and the agreed quality is retained.
13.3 Clause 13.1 does not apply insofar as the infringement is based exclusively on the supplier having complied with a mandatory specification of INVENTIO and the supplier neither knew nor, applying the diligence of a prudent entrepreneur, ought to have recognised the infringement; its duty to notify under clause 3.3 remains unaffected.
13.4 “INVENTIO documents” means all specifications and information that INVENTIO provides to the supplier or that arise at INVENTIO’s expense, in particular drawings, 3D and CAD data, bills of materials, specifications, concepts, formulations and material specifications, test and process instructions, parameter sets, control programs, samples, models, tools and fixtures, and documents derived therefrom.
13.5 INVENTIO documents remain the intellectual property of INVENTIO and may be used exclusively to fulfil INVENTIO’s orders. The supplier will neither manufacture nor have manufactured, offer, advertise, place on the market, supply to third parties nor use for its own purposes any deliverables that are based wholly or in essential parts on INVENTIO documents or tools — not even in modified, rescaled or imitated form, and not even after termination of the business relationship. Affiliated companies of the supplier are also deemed third parties.
13.6 The supplier will not use INVENTIO documents to develop, improve or evaluate its own or third-party products that compete with products of INVENTIO or of its holdings and portfolio companies.
13.7 Passing on to subcontractors is permitted only with INVENTIO’s prior consent in text form and only after the subcontractor has been contractually bound in writing to clauses 13.4 to 13.9 and 14; the supplier is liable for compliance as for its own conduct.
13.8 The supplier will affix INVENTIO’s marks, trademarks or type designations only according to INVENTIO’s specifications and will not advertise the deliverables as compatible with, belonging to or equivalent to products of INVENTIO.
13.9 After completion of the order, upon termination of the business relationship or on INVENTIO’s request, the supplier returns all INVENTIO documents including copies and deletes electronically stored holdings including backups, unless a statutory retention obligation applies. The deletion is to be confirmed to INVENTIO in text form on request.
13.10 For each breach of clauses 13.4 to 13.9 or clause 14, the supplier must pay a fault-based contractual penalty. It amounts to EUR 10,000.00 or, if higher, the net value of the affected order, but in total no more than EUR 50,000.00 per breach. In the case of continuing breaches, it accrues per commenced month of continuation. The contractual penalty is credited against any further claim for damages; the judicial right of mitigation remains unaffected.
13.11 Claims for injunction, removal, information and rendering of accounts, and claims under §§ 26a et seq UWG, remain unaffected. In the event of a breach of clauses 13.4 to 13.9, INVENTIO may terminate the contract for good cause with immediate effect.
14. Work results, software and rights of use
14.1 In respect of results that the supplier produces on behalf of and at the expense of INVENTIO (in particular development results, designs, drawings, calculations, concepts, creative works, test instructions, software and documentation), INVENTIO acquires upon their creation the exclusive, unlimited in territory, time and content, transferable and sub-licensable right of use (Werknutzungsrecht), including the right to edit, further develop and exploit. The remuneration is covered by the price.
14.2 Inventions made in the execution of a development or design order of INVENTIO belong to INVENTIO. The supplier reports such inventions to INVENTIO without delay in text form, transfers them to INVENTIO on request and cooperates in the application for, grant and maintenance of IP rights; it makes the necessary declarations free of charge, INVENTIO bears the costs. Claims of the supplier’s inventors under the provisions on employee inventions (§§ 6 et seq PatG) are borne by the supplier.
14.3 The supplier will not, without INVENTIO’s consent, apply for IP rights to items based on INVENTIO documents or arising from their use. If it applies contrary to this obligation, it transfers the IP right and the application to INVENTIO on request; § 49 PatG remains unaffected.
14.4 The supplier informs INVENTIO of improvements and further developments it makes or proposes to INVENTIO documents or products. If they are produced on behalf of INVENTIO, 14.1 applies; if they arise independently, the supplier grants INVENTIO a non-exclusive, free, transferable and unlimited right of use in them.
14.5 IP rights and know-how of the supplier that arose before the start of the order or independently of it (“background rights”) remain with the supplier. INVENTIO receives a non-exclusive, free, unlimited right of use transferable to customers, insofar as this is necessary for the use, maintenance, further development and exploitation of the work results. The supplier identifies background rights essential for the use of the work results at the latest upon handover of the results.
14.6 In respect of software and firmware that is part of the deliverables, INVENTIO receives the right to use, reproduce, install, update and pass them on to customers together with the deliverables, including the right of use by customers.
14.7 The supplier identifies open-source components used, including version and licence terms, before delivery. Components under licences with copyleft effect that may trigger disclosure or distribution obligations for INVENTIO’s software may be used only with INVENTIO’s prior release in text form.
14.8 The supplier warrants that the software is free of functions that restrict or terminate operation without INVENTIO’s involvement (in particular time locks, licence locks or hidden remote deactivation), unless expressly agreed.
14.9 For software essential to the operation of the deliverables, the parties agree, on INVENTIO’s request, on an escrow of the source code together with the build environment and documentation at an escrow agent, with release to INVENTIO in the event of the supplier’s insolvency, discontinuation of maintenance or cessation of business.
15. Confidentiality
15.1 The supplier treats all information from the business relationship that is not generally known — in particular specifications, drawings, concepts, prices, quantities, test results and know-how of INVENTIO — as confidential and uses it exclusively to perform the contract. The obligation continues for five years after the end of the contract, and for trade and business secrets within the meaning of the UWG without time limit.
15.2 The supplier makes confidential information available only to those employees and agents who need it to perform the contract and obliges them accordingly. It takes appropriate confidentiality measures within the meaning of § 26b UWG.
15.3 The supplier will not reverse-engineer, analyse, measure, replicate INVENTIO’s products and samples or make them available to third parties for this purpose. Mandatory statutory powers remain unaffected.
15.4 The business relationship with INVENTIO may be named for advertising purposes or as a reference only with INVENTIO’s prior consent in text form. This also applies to depictions of deliverables manufactured according to INVENTIO documents.
15.5 A separately concluded confidentiality agreement takes precedence over this clause in the event of conflict.
16. Compliance, sustainability and supply chain
16.1 The supplier complies with the legal provisions applicable to its activity, in particular on labour and social standards, occupational safety, environmental protection, anti-corruption, competition law and anti-money-laundering. It tolerates no child or forced labour and respects internationally recognised human rights.
16.2 The supplier complies with the applicable provisions on foreign trade, export control, customs and sanctions and warrants that neither it nor its material participants or sub-suppliers are subject to sanctions of the EU, the Republic of Austria, the United Nations, the United Kingdom or the United States. On request it discloses origin details and customs tariff numbers.
16.3 The supplier fulfils the supply-chain due-diligence obligations applicable to the deliverables and supports INVENTIO in fulfilling its reporting and due-diligence obligations through timely information and submission of the required evidence.
16.4 A code of conduct of INVENTIO applies as soon as it has been transmitted to the supplier; the supplier passes on the requirements set out therein to its sub-suppliers in an appropriate manner.
16.5 In the event of a justified suspicion of a serious breach of this clause, INVENTIO may, after a request for comment and the fruitless expiry of a reasonable remedy period, terminate the affected orders and the framework contract for good cause with immediate effect. In the case of serious breaches that make continuation unreasonable, no setting of a period is required.
17. Data protection
17.1 The parties process personal data in accordance with the GDPR. If the supplier processes personal data on behalf of INVENTIO, the parties conclude a data processing agreement pursuant to Art 28 GDPR before processing begins.
17.2 The supplier ensures a level of security for INVENTIO’s data and documents appropriate to the risk.
18. Information security
18.1 The supplier protects INVENTIO’s data, documents and access by technical and organisational measures corresponding to the state of the art. If it receives access to INVENTIO’s systems, it uses personal, non-shared access credentials and reports access no longer needed for blocking.
18.2 The supplier reports security incidents that may affect INVENTIO’s data, documents or systems without delay, at the latest within 48 hours of becoming aware, in text form to the body designated by INVENTIO, and cooperates in clarification and containment.
18.3 If deliverables contain software or firmware, the supplier warrants that it was created according to recognised principles of secure development and, on delivery, has no known exploitable vulnerabilities. It informs INVENTIO without delay of vulnerabilities that become known and provides security-critical updates without culpable delay and free of charge.
19. Termination, insolvency and final provisions
19.1 INVENTIO may terminate orders in whole or in part for good cause with immediate effect, in particular in the event of a serious breach of essential contractual obligations after the fruitless expiry of a reasonable grace period, in the event of a breach under clause 16.5, and upon the opening of insolvency proceedings over the supplier’s assets or the dismissal of such an application for lack of cost-covering assets, insofar as mandatory insolvency law does not preclude this.
19.2 A material change of control at the supplier is to be notified to INVENTIO without delay. The transfer of the contract or of individual orders by the supplier to third parties requires INVENTIO’s consent in text form. INVENTIO is entitled to transfer rights and obligations under the contract to affiliated companies.
19.3 Upon termination, the supplier makes available to INVENTIO without delay all provided items, tools, documents and data carriers of INVENTIO as well as the status of the work results; parts already rendered in conformity with the contract are settled.
19.4 Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law. The place of performance for deliveries and services is the destination named in the order, for payments the registered seat of INVENTIO. The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is the court having subject-matter jurisdiction at the registered seat of INVENTIO; INVENTIO may also sue the supplier at its general place of jurisdiction.
19.5 The language of the contract is German. If the contract is additionally executed in another language, the German version prevails in the event of interpretation. Amendments and supplements to the contract require text form; this also applies to any departure from this requirement. Should individual provisions be or become invalid, the contract otherwise remains in force; the parties will replace the invalid provision with a valid one that comes closest to the economic purpose.