General terms and conditions
ilvi GmbH
Am Innovationspark 10
A-8020 Graz
- (hereinafter referred to as „ilvi“) -
1. General / Scope
1.1) All deliveries, services, and offers provided by ilvi are made exclusively on the basis of these General Terms and Conditions (GTC). Deviating or conflicting terms of the customer shall only be recognized if ilvi has expressly agreed to their validity in writing. This also applies if ilvi performs the delivery or service without reservation in the knowledge of such differing conditions.
1.2) Amendments and supplements to these GTC must be made in writing. This also applies to any waiver of the written form requirement.
1.3) These GTC shall also apply to all future business relationships between ilvi and the customer, even if they are not expressly referred to again at the time of contract conclusion.
1.4) ilvi reserves the right to amend these GTC at any time. The customer will be informed of any changes within a reasonable period. The amended GTC shall be deemed accepted unless the customer objects to the changes in writing within 14 days of notification.
2. Offers and conclusion of contracts
2.1) All offers, quotations, and price lists provided by ilvi are non-binding and subject to change. This applies in particular to technical details, specifications, and other information contained in documentation and sales materials. Changes or errors in these documents are reserved.
2.2) A contract is only concluded upon written order confirmation by ilvi or, if such confirmation is not provided, at the latest upon delivery of the goods or provision of the service. Verbal agreements or ancillary arrangements shall only be effective if confirmed in writing by ilvi.
2.3) ilvi reserves the right to make model changes, software updates, and modifications to technical specifications, provided that the essential functions and characteristics of the products and software are not materially affected. The customer will be informed of any significant changes in due time.
2.4) Subsequent changes or additions to sales contracts requested by the customer require the written approval of ilvi. Such changes may result in additional costs, which will be charged to the customer.
2.5) ilvi retains unrestricted ownership and copyright to all documents provided to the customer, such as offers, specifications, illustrations, drawings, and similar materials. These documents may not be reproduced, made accessible to third parties, or otherwise used without the express written consent of ilvi.
3. Delivery and installation
3.1) Agreed delivery periods or delivery dates will be met by ilvi where possible, but are non-binding unless they have been expressly confirmed as binding in writing. ilvi reserves the right to make partial deliveries, provided this is reasonable for the customer.
3.2) Delivery delays beyond ilvi’s control, in particular due to force majeure, operational disruptions, or delays by suppliers, do not entitle the customer to withdraw from the contract or to claim damages. In such cases, ilvi is entitled to reasonably extend delivery periods or to withdraw from the contract with regard to the part not yet fulfilled.
3.3) If a delivery date has been expressly confirmed in writing as binding, delay shall only occur once ilvi has exceeded a reasonable grace period. This grace period shall be at least four weeks or half of the originally agreed delivery period, whichever is longer.
3.4) The risk of accidental loss or accidental deterioration of the goods passes to the customer upon notification of readiness for dispatch, and at the latest upon dispatch of the goods from ilvi’s warehouse or the warehouse of a supplier. This applies regardless of whether ilvi bears the transport costs.
3.5) If dispatch of goods ready for shipment is not possible through no fault of ilvi, ilvi is entitled to store the goods at the customer’s expense and risk. Upon commencement of storage, the goods shall be deemed delivered and the contract fulfilled.
3.6) The installation and commissioning of hardware and software solutions by ilvi shall only be carried out if expressly agreed upon in the contract. The costs for installation and training will be invoiced separately unless otherwise agreed.
4. Payment terms
4.1) Unless otherwise agreed in writing, all invoices issued by ilvi are due for payment within 14 calendar days from the invoice date. Payments are only deemed to have been made once they have been received in ilvi’s account.
4.2) If the payment deadline is exceeded by more than 14 calendar days, ilvi reserves the right to charge reminder fees of €10 per reminder. From the second reminder onwards, ilvi is entitled to charge default interest at a rate of 5 percentage points above the applicable base interest rate.
4.3) ilvi reserves the right to allocate incoming payments to multiple outstanding claims at its own discretion, regardless of any differing designation by the customer.
4.4) In the event of late payment, ilvi is entitled to suspend all further deliveries and services until all outstanding claims have been fully settled. ilvi may also require advance payments or appropriate security for future deliveries.
4.5) The customer is only entitled to offset or withhold payments if their counterclaims have been legally established, are undisputed, or have been acknowledged in writing by ilvi.
5. Retention of title
5.1) ilvi retains ownership of all goods supplied by ilvi until full payment of the purchase price has been received, including all ancillary costs, interest, and any other liabilities of the customer arising from the business relationship. This also applies to claims from previous transactions.
5.2) In the event of assignment of claims within the framework of an extended retention of title to other suppliers, such assignments shall only become effective once ilvi’s current retention of title has expired.
5.3) The installation of software supplied by ilvi, as well as training of the customer in its use, is not included in the purchase price, nor is the setup of and training on the device itself. This also applies to updates, retrofits, and extensions. Any deviating agreements must be made in writing.
5.4) The customer is obliged to handle the delivered goods with care and, as long as ownership has not yet been transferred, to insure them adequately against loss or damage.
5.5) If loan devices are provided temporarily, ownership remains with ilvi. During the loan period, the customer is liable for loss or damage to the devices and undertakes to return them to ilvi in proper condition. The customer shall bear the cost of repairs resulting from improper use.
6. Warranty and liability for hardware
6.1) ilvi warrants that the delivered hardware is free from material and manufacturing defects at the time of transfer and has the contractually agreed characteristics. The statutory warranty period is two years from the date of transfer, unless a different period has been expressly agreed.
6.2) Obvious defects in the delivered hardware must be reported to the ilvi Service Desk without delay, but no later than 14 calendar days after receipt of the goods, in writing. Hidden defects that only become apparent later must be reported immediately upon discovery. Late notification of defects excludes warranty claims.
6.3) In the event of justified complaints, ilvi shall, at its discretion, provide repair or replacement. If repair fails twice or replacement is not possible, the customer may request a reduction of the purchase price or withdraw from the contract. Further claims by the customer, in particular claims for damages due to defects, are excluded unless ilvi has acted intentionally or with gross negligence.
6.4) Warranty claims are excluded if the delivered goods have been used improperly, maintained incorrectly, modified, or damaged through the use of non-approved spare parts or consumables. The warranty also becomes void in the event of interventions by third parties not authorized by ilvi.
6.5) ilvi shall only be liable for damages insofar as these were caused intentionally or through gross negligence. In cases of slight negligence, ilvi shall only be liable for breaches of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the typically foreseeable damage and to an amount equal to twice the purchase price of the affected hardware. Liability for lost profits, indirect damages, or consequential damages is excluded.
6.6) Damage caused by transport or improper storage is excluded from the warranty. The customer bears the risk for transport once the goods have been handed over to the carrier, unless the transport is carried out by ilvi itself or by a service provider commissioned by ilvi.
7. Warranty and liability for software
7.1) ilvi warrants that the provided software, when properly installed and used, substantially complies with the contractually agreed specifications. The warranty period is 12 months from the date the software is made available, unless a different period has been expressly agreed.
7.2) The customer is obliged to test the software immediately after it is provided and to report any obvious defects to the ilvi Service Desk in writing without delay. Hidden defects must be reported immediately upon discovery. Late notification of defects results in the loss of warranty claims.
7.3) ilvi is entitled, at its own discretion, to remedy software defects by providing a new version (update) or by making appropriate corrections. If remediation fails after two attempts, the customer has the right to request a reduction in price or to withdraw from the contract. Further claims by the customer, in particular claims for damages, are excluded unless ilvi has acted intentionally or with gross negligence.
7.4) ilvi does not provide any warranty for errors resulting from improper use, unauthorized modifications of the software, or the use of the software in an unintended system environment.
7.5) ilvi shall only be liable for damages caused intentionally or through gross negligence. In cases of slight negligence, ilvi shall only be liable for breaches of essential contractual obligations (cardinal obligations). In such cases, liability is limited to the typically foreseeable damage and to an amount equal to twice the price of the affected software. Liability for lost profits, indirect damages, or consequential damages is excluded.
7.6) Updates, bug fixes, and security updates are provided as part of software maintenance. The customer is responsible for installing these updates unless otherwise expressly agreed.
8. Return and replacement of hardware
8.1) Hardware to be returned by the customer for justified reasons must be unused, in its original packaging, and in a condition suitable for resale. The return must be initiated within 14 days of delivery by means of a written return notification to ilvi.
8.2) Returns without prior written approval from ilvi will not be accepted. The customer bears the cost of return shipping unless the return is due to a defect for which ilvi is responsible or due to an incorrect delivery.
8.3) After inspection of the returned hardware, ilvi will decide whether to accept the return and refund the purchase price or provide a replacement. In the case of defects occurring within the warranty period that are not caused by improper use, ilvi will, at its discretion, either repair or replace the defective hardware.
8.4) Replacement of defective hardware will only be carried out if the defect has been confirmed by ilvi and replacement is necessary to ensure functionality. If the defective hardware is no longer available, ilvi will, where possible, provide an equivalent replacement product.
8.5) Hardware provided to the customer on a loan basis must be returned to ilvi promptly and in proper condition after the end of the loan period or in the event of a defect. The customer is liable for any damage to the loaned hardware resulting from improper use or negligence.
9. Software usage rights
9.1) Upon purchasing ilvi software products, the customer is granted a non-exclusive, non-transferable right to use the respective software. The software may only be used for the contractually agreed purposes.
9.2) All copyrights and other rights to the software remain with ilvi or its licensors. The customer is not entitled to reproduce, modify, decompile, or distribute the software to third parties unless expressly permitted by contractual agreements or applicable law.
9.3) The right of use does not include the right to rent or sell the software to third parties unless expressly authorized in writing by ilvi.
9.4) Further details regarding the use of the software, including license terms and restrictions, are governed by the End User License Agreement (EULA), which is provided to the customer during installation.
9.5) The customer is responsible for complying with the license terms and is liable for any violations of the usage rights.
10. Service and support
10.1) ilvi provides the customer with service and support services in connection with the software and hardware products supplied by ilvi. These services include, in particular, troubleshooting, software updates, and general assistance with the use of the products.
10.2) The exact terms and scope of the service and support services are defined in the service and support agreement concluded between ilvi and the customer. This agreement specifies response times, support processes, and the handling of incidents.
10.3) The customer is obliged to use the service and support services in accordance with the conditions set out in the agreement and to fulfill the obligations described therein.
10.4) Unless otherwise agreed in writing, additional costs will be charged for support services that go beyond the contractually agreed scope.
10.5) Further details regarding the service and support services can be found in the service and support agreement.
11. Choice of law and jurisdiction
11.1) All legal relationships between ilvi and the customer shall be governed exclusively by the laws of the Republic of Austria, excluding international conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
11.2) To the extent permitted by law, Graz, Austria, shall be agreed as the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract.
12. Data protection
12.1) ilvi undertakes to process the customer’s personal data exclusively in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR).
12.2) Personal data will only be processed to the extent and for the purposes necessary to fulfill the contract. Further information on the processing of personal data can be found in ilvi’s privacy policy, available on the website at https://www.ilvi.io/datenschutz
12.3) The customer undertakes to implement all necessary data protection measures (e.g., obtaining consent) to enable ilvi to lawfully process personal data.
12.4) If, in the course of using software solutions, the customer processes data of third parties, the customer remains the controller within the meaning of the GDPR and is responsible for ensuring that the processing complies with data protection regulations. ilvi acts as a data processor within the scope of using the software solutions and processes the data in accordance with the customer’s instructions and the data processing agreement.
12.5) Further provisions regarding data processing are set out in a separate data processing agreement.