General terms and conditions

General terms and conditions of PRIMUM Real Solutions GmbH, status 01.01.2019-1.Download long version of the general terms and conditions

Short version of the general terms and conditions of RIMUM Real Solutions GmbH

Preamble and general information:
1. These general terms and conditions (hereinafter referred to as “GTCs”) apply to all deliveries, work performances and services provided by PRIMUM Real Solutions GmbH (hereinafter referred to as “PRIMUM”, “contractor”), unless otherwise agreed in writing.
2. PRIMUM operates exclusively on the basis of these GTCs.
3. Obvious printing, writing or calculation errors as well as mistakes do not obligate PRIMUM.
4. The content of the contract is determined by the contract document to be signed by the contracting parties and these GTCs. In case of contradictions the signed contract takes precedence over the GTCs.
5. The term “performance” used in these GTCs includes the provision of work and services as well as the delivery of goods and materials.
6. In the case of legal transactions with consumers in terms of the Austrian Consumer Protection Act, the GTCs shall apply insofar as they do not contradict mandatory provisions of the Consumer Protection Act.
7. Offers of PRIMUM are subject to confirmation. A contract is only concluded when we confirm in writing an order placed by the client on the basis of an offer or when we execute the order.
8. With conclusion of the contract the client has accepted the GTCs and acknowledges their validity. General terms and conditions of the client are not binding for PRIMUM, unless different is agreed in writing.
Rights and obligations of the customer:
1. The customer undertakes the following:
2. That the provided details and information within the scope of the service description, as well as all details required in connection with the placing of the order, are complete and correct.
3. In case that parts of the contractual object or items brought therein require special treatment within the framework of the service provision, PRIMUM is to be informed in writing in good time in advance. If the client does not fulfill his obligation to inform, liability and warranty of PRIMUM is excluded.
4. Provide, in writing and without being requested to do so, information on the location of concealed power, gas and water lines or similar devices, escape routes, other obstructions of a structural nature, other possible sources of interference, safety-related equipment, sources of danger, as well as required structural data.
5. As far as the services are carried out on the premises of the client, PRIMUM needs to be informed about the safety and accident prevention regulations and rules of order applicable there.
6. Reasonable objectively justified and thus minor changes to our performance are understood to have been approved in advance.
7. PRIMUM is to be supported in the performance of the activities and is to be provided with data, information and access authorizations required for this purpose.
8. PRIMUM is to be provided with facilities and parkings free of charge for the fulfillment of the contract.
9. PRIMUM must be informed in time of all difficulties arising during the execution of the order, which could interfere with the performance of the service, allowing the work to begin after the arrival of our technicians at the object All data of PRIMUM are to be treated confidentially and kept secret.
10. All PRIMUM data must be treated confidentially and kept secret.
11. Authorizations necessary for the execution of services (powers of attorney, representation authorizations etc.) are to be provided free of charge to PRIMUM.
12. Any necessary official authorizations are to be obtained and made available at the client's own expense and at the same time reports are to be made to the authorities, unless otherwise agreed in individual cases.
13. In case of service performance cold and warm water as well as electricity are to be provided by the client free of charge during the service period of PRIMUM.
14. The documents provided for the execution of the order are to be checked for possible existing copyrights, trademark rights or other rights of third parties. If a claim is made against PRIMUM due to such an infringement, the client must indemnify and hold PRIMUM harmless.
15. Changes of the client’s business address must be communicated to PRIMUM immediately in writing, otherwise declarations are considered to be transmitted even if they were sent to the last known address.
Rights and obligations of the contractor:
1. PRIMUM commits to the following:
2. To perform the services to be carried out according to the concluded contract in a proper, careful and conscientious manner using the tools, equipment, machines and methods available in the state of the art.
3. Not to employ personnel of whom PRIMUM is aware that honesty, reliability and conscientiousness are not guaranteed.
4. To always protect the clients’ interests within the scope of the support and to keep the client informed.
5. All difficulties arising during the execution of the order, which are an obstacle to the performance of the service, shall be communicated to the client as soon as possible.
6. Client's confidential data must always be treated confidentially and kept secret.
Service delivery:
1. The performance of the work on behalf of PRIMUM is carried out during normal working hours on weekdays:
2. These are from Monday until Thursday from 08:00 a.m. until 05:00 p.m. and on Friday from 08:00 a.m. until 01:30 p.m.
3. Beyond our normal working hours, the usual overtime surcharges will be charged
  1. Mon.-Thu. from 05:00 p.m. until 08:00 p.m. = 50% surcharge
  2. Mon.-Thurs. from 05:00 p.m. until 08:00 p.m. = 100% surcharge
  3. Fri. from 02:00 p.m. until 08:00 p.m. = 50% surcharge
  4. Fri. from 08:00 p.m. until 06:00 a.m. = 100% surcharge
  5. Sat. from 06:00 a.m. until 08:00 p.m.= 100% surcharge
  6. Sat. from 08:00 p.m. until 06:00 a.m. = 100% surcharge
  7. Sun. + holiday from 00:00 a.m. until 12 p.m. = 100% surcharge
4. The contracted delivery date will be as far as possible adhered to punctually on the part of PRIMUM.
5. For unforeseen or non-culpable delivery obstacles due to force majeure, strike, unforeseeable delays of PRIMUM's suppliers not demonstrably caused by PRIMUM or other comparable events beyond PRIMUM's control, the deadlines and dates are extended according to the duration of such events and obstacles.
6. Small items, sealants, lubricants and cleaning materials are included in the maintenance contract (TBF - technical operation management in the object for at least 12 months) and thus for the regularly scheduled maintenance, but this does not apply to individual orders (direct orders, disruptive operations or the like).
7. Any additional materials, expendable parts (consumables, filters, straps, etc.), spare parts of any form,... etc. required for the performance of the service shall always be additionally invoiced to the customer.
8. Minor changes to the services that are reasonable and objectively justified for the customer shall be approved in advance. Changes to the services due to technical necessities or official regulations shall also be approved in advance.
9. Additional services that are related to the contract but are not included in the scope of the order must be ordered in writing and will be invoiced separately and according to actual expenditure.
10. If the provision of the agreed service is not possible due to circumstances that lie in the sphere of the Client, this does not release the client from its contractual payment obligation.
11. The services of PRIMUM do not include any activities according to the Construction Work Coordination Act (BauKG) and are excluded from the activities of PRIMUM at any time.
12. The provision of services by PRIMUM for third parties (for example tenants in the object) is not subject to this contract and is also not limited by this contract.
Payment conditions:
1. All price quotations are net amounts in Euro excluding the legal value added tax and excluding possible other taxes, duties and fees.
2. Unless otherwise agreed, maintenance invoices (in the case of a 12-month contract) are payable monthly and thus within 21 days, and director invoices (which include all individual orders without exception) are payable without deduction within 14 days of receipt of the invoice.
3. PRIMUM charges interest on arrears at 9.2 percentage points above the prime rate to be announced by the OeNB.
4. Payments of the client are considered as accomplished only with the time of the receipt on the business account of PRIMUM.
5. Discounts and cash discounts require a separate agreement and can only be negotiated once in the course of an order.
6. In case of a delay in payment the client bears all reminder and collection charges, the costs of a lawyer called in by PRIMUM, as well as interest on arrears in the legally permissible amount. Loss of cash discount for payment of one invoice automatically causes loss of cash discount
  also for payment of all other invoices.
7. In case the client is in default with his payment obligation, PRIMUM can stop all contractual services after setting a final deadline of 10 days and withdraw from the contract with immediate effect.
8. For contracts with a duration of more than 12 months (1 year), unless otherwise contractually agreed, an annual price adjustment will be made according to the CPI 2015. The adjustment will be made once a year, each year, with the index published for the previous October being
  used as the comparative value.
Terms and termination:
1. Unless otherwise agreed in writing, contracts have a limited term of 12 months and are automatically extended by a further year if they are not terminated by one of the two contracting parties by registered letter no later than 3 months before the end of the respective term. The date of posting is decisive for the timeliness of the termination.
2. This does not apply to contracts for repairs and one-off services.
  1. Extraordinary notice of termination:
  2. Contracts can be terminated by PRIMUM in case of an important reason with immediate effect (without being bound to the observance of a period or date) by written declaration of PRIMUM.
  3. In particular, the reasons listed below are considered to be important in this sense:
  4. Unjustified non-payment of the agreed fee or part of it by the client despite due date and setting of a grace period.
  5. Documents required for the fulfillment of the contract are not provided or not provided in time by the client despite request by PRIMUM.
  6. Solicitation of an employee of PRIMUM by the client.
  7. Opening of insolvency proceedings against the client's assets or rejection of an application for opening of insolvency proceedings against the client's assets due to assets not covering costs.
  8. Undue or unlawful conduct on the part of the client or persons attributable to it, which makes it unreasonable for the contractor to maintain the business relationship with the client.
  9. The existence of a serious reason that makes it unreasonable for PRIMUM to maintain the business relationship with the client.
  10. If the client withdraws from the contract without being entitled to do so or if he requests the cancellation of the contract, PRIMUM has the choice to insist on the fulfillment of the contract or to agree to the cancellation of the contract.
  11. In the latter case, PRIMUM is entitled to a compensation payment to cover its initial expenses:
    1. in case of termination within the first year: 50 % of one annual lump sum plus VAT at the statutory rate.
    2. in case of termination within the second year: 35 % of one annual lump sum plus VAT at the statutory rate.
    3. in case of termination within the third year: 25 % of one annual lump sum plus VAT at the statutory rate.
    4. in case of termination within the fourth year: 15 % of an annual lump sum plus VAT at the statutory rate.
    5. in case of termination within the fifth year: 5 % of an annual lump sum plus VAT at the statutory rate.
  12. PRIMUM expressly reserves the right to assert further claims.
  13. Vandalism and force majeure:
    1. In the event of vandalism or force majeure, both parties are released from compliance with their contractual obligations without committing a breach of
      contract.
    2. Should the circumstances of force majeure last longer than 3 months, both contractual partners are entitled to dissolve the contract with immediate effect by means of written notification. Claims for damages cannot be demanded in this case.
Offsetting | Retention:
1. A set-off against the claims of PRIMUM is excluded. Excepted from this are claims which are legally connected with the liability and which have been judicially determined or recognized by us.
2. The client is not entitled to withhold payments due to incomplete performance, warranty or guarantee claims or other complaints.
3. Claims from a contract with PRIMUM can only be assigned by the client with the prior written consent of PRIMUM.
Reservation of ownership:
1. Goods or products delivered by PRIMUM remain property of PRIMUM until full payment.
2. This retention of title also extends to any proceeds that PRIMUM obtains from a possible resale of the goods or products.
3. The client is obliged to inform PRIMUM immediately about the access of third persons to the products delivered under reservation of proprietary rights.
Subcontractor:
1. PRIMUM is entitled to use partner or subcontractors in whole or in part for the provision of the commissioned services and to have services carried out with them. The use of leasing personnel is excluded.
Warranty, liability and insurance, transfer of risk:
1. PRIMUM is liable for property damage caused by itself and persons attributable to it within the framework of the contractually owed service provision only in the case of gross negligence or intentional behavior. This liability does not apply to damages which are not reported to PRIMUM by the client in writing by registered letter within 7 days of the occurrence of the damage. Decisive for the timeliness is the receipt of the letter by PRIMUM.
2. Liability for property damage exists only up to the amount of the current market value at the time of the damage event and is limited to the amounts covered by the liability insurance in the event of damage.
3. PRIMUM is not liable for mere financial losses and consequential damages (especially lost profit, damages from business interruption as well as resulting damages).
4. The client has to prove in each case that the damage is due to the fault of PRIMUM.
5. Lost keys will be replaced only for the value of the individual key - up to a maximum of EUR 1,500.00 (EURO one and a half thousand).
6. The warranty period for material provided by PRIMUM and delivered goods is 6 months. The same warranty period applies to work and services provided by PRIMUM.
7. In all cases of warranty the defectiveness of the services, including the goods delivered by PRIMUM and materials provided by him, has to be proved by the customer.
8. PRIMUM undertakes to maintain liability insurance for the duration of the contract with coverage for up to EUR 1,500,000.00 (EURO one and a half million) for personal injury and property damage, as well as for financial loss.
9. In the case of gross damage to PRIMUM-owned vehicles by the client or third parties attributable to him, the client is liable with the replacement.
10. The transfer of risk with regard to any delivered equipment or parts thereof shall take place upon delivery to the customer.
Non-solicitation and employment prohibitions:
1. In the event of a dispute arising from this contract, the contracting parties will first attempt to resolve it amicably. The legal assertion of a point of dispute may only take place after personal discussions between the following persons have demonstrably remained without result:
  Level 1: Project manager | Technical manager
  Level 2: Authorized signatory | Managing director
2. The validity, interpretation and performance of this Agreement is governed exclusively by Austrian law, excluding its rules on conflict of laws.
3. For all disputes arising from this contract, including disputes regarding its existence and termination, the exclusive jurisdiction of the court having subject-matter jurisdiction for Vienna is agreed.
4. Place of performance is Vienna, unless another place of performance is agreed. Place of payment is the respective registered office of PRIMUM Real Solutions GmbH.
Data protection:
1. The client gives his consent that the personal data are stored and processed by PRIMUM in fulfillment of this contract.
Copyright:
1. Plans, drafts, technical documents, brochures etc. always remain the intellectual property of PRIMUM.
2. The client does not receive any rights of use or exploitation of any kind.
3. Any use especially passing on, duplication and publication requires the written consent of PRIMUM.
Final clauses:
1. Verbal statements by PRIMUM employees are not considered as binding.
2. The contract language and project language is German.
3. Should any provision of these GTC’s be or become invalid or void, this shall not affect the validity of the remaining provisions. The invalid or void provision shall be replaced by a valid provision which provision that comes as close as possible in its economic content to the invalid or void provision.
4. This regulation also applies in the event of regulatory gaps.

Valid since 01.01.2019