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Terms & Conditions - Inpro Analytics

Last Updated: August 28, 2025

Inpro Analytics GmbH(Valid from 04.12.2024)


1. Validity

  • These Terms apply to all contracts for services, deliveries, and performances between Inpro Analytics GmbH (the “Contractor”) and its contractual partners.

  • They also apply to all future transactions without the need for separate agreement.

  • General Terms and Conditions of contractual partners are excluded unless expressly accepted in writing.

  • Current version available at 👉 https://www.inpro-analytics.at/agb-gmbh.


2. Conclusion of Contract

  • All information provided by the Contractor is non-binding.

  • Binding offers must be accepted in writing and within the offer period.

  • Performance specifications do not constitute guaranteed characteristics unless agreed in writing.

  • Deviating acceptance by the contractual partner constitutes a new offer.


3. Prices

  • Prices apply only to the agreed scope of service/delivery.

  • Additional services → invoiced separately.

  • All prices in EUR and exclusive of taxes, duties, shipping, travel costs, expenses.

  • Contractual partner must provide correct VAT ID (UID).

  • If services are modified or cancelled unilaterally by the partner, full or partial compensation is due.


4. Payment Terms & Retention of Title

  • Payment is due upon invoicing, unless otherwise agreed.

  • Deliveries remain property of Contractor until fully paid.

  • Late payment → statutory interest (§ 456 UGB) + compound interest (§ 1000 ABGB).

  • Discounts apply only if expressly agreed in writing and all invoices are paid on time.

  • Contractor may:

    • Demand advance payment/security,

    • Withhold further deliveries,

    • Invoice all partial services immediately,

    • Withdraw from contract after grace period.

  • Invoices may be sent electronically (email consented by partner).


5. Delivery & Services

  • Dates/deadlines are non-binding estimates, unless expressly fixed.

  • Contractor may extend deadlines due to force majeure (e.g., strikes, pandemics, disasters, war).

  • No obligation to use third-party services in case of delays.

  • Partner is obliged to accept services on the agreed date.


6. Scope of Services & Partner Obligations

  • Defined in contract/offer. Changes require written confirmation.

  • Contractor retains design freedom within agreed framework.

  • Partner must review all deliverables within 5 working days; otherwise, they are deemed accepted.

  • Partner must:

    • Provide all information/data/documents timely and complete,

    • Guarantee rights clearance for provided materials (logos, photos, data, etc.),

    • Bear costs for errors, delays, or repeat work due to incomplete/incorrect data.

  • Contractor may engage third parties (subcontractors) and remains responsible for professional qualifications.


7. Intellectual Property Rights

  • Partner may use delivered works/services only within contract scope.

  • Contractor retains all proprietary and intellectual property rights.

  • No reproduction/distribution without written approval.

  • Contractor may use references & partner’s logo for marketing (revocable).

  • Breach entitles Contractor to terminate contract immediately + claim damages.


8. Warranty

  • Warranty period: 12 months.

  • No warranty for minor deviations (color, size, etc.).

  • Complaints must be made in writing within 14 days.

  • Burden of proof lies with the partner (waiver of § 924 ABGB presumption).

  • Contractor decides between repair or replacement.

  • If repair impossible → only price reduction allowed, no rescission.

  • Partner cannot withhold payments due to defects.

  • Warranty claims against subcontractors are assigned to partner.


9. Liability

  • Liability only for intent or gross negligence.

  • No liability for indirect damages, lost profit, data loss, third-party claims.

  • Liability cap = 50% of contract value or insurance coverage.

  • Claims must be made within 6 months of awareness (max 3 years).

  • Exclusions apply equally to Contractor’s employees and subcontractors.


10. Withdrawal & Termination

  • Contractor may withdraw if:

    • Partner breaches obligations (e.g., payment, cooperation),

    • Service becomes impossible or uneconomical,

    • Partner causes delays despite grace period.

  • Continuing obligations may be terminated at any time for good cause.

  • Partner withdrawal due to delay only after grace period (≥ 4 weeks) and by registered letter.

  • Partner withdrawal/termination without justification → 15% contractual penalty or full damages claim.

  • Contractor reserves the right to claim further damages.


11. Confidentiality & Publication

  • Partner must keep all data, reports, and programs confidential.

  • Contractor may reference services, including partner’s name and logo, for marketing.

  • Logo usage can be revoked in writing.


12. Governing Law & Jurisdiction

  • Austrian law applies (excl. UN Sales Law).

  • Place of jurisdiction: Contractor’s registered office (Graz).

  • Place of performance: Contractor’s registered office.


13. Final Provisions

  • Changes/additions must be in writing.

  • Partner must inform Contractor of changes to business/email address.

  • Invalid provisions do not affect remainder of contract; replaced by equivalent terms.

  • Amendments to AGB → deemed accepted unless objected in writing within 14 days (silence = consent).

  • Contract language: German.

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