TERMS AND CONDITIONS
of computer betting company gmbH
FN 178573 h
Industriezeile 35, 4020 Linz
Scope of Application
(1) These Terms and Conditions (hereinafter "Terms") of computer betting company gmbH (hereinafter "CBCX") are applicable to all supplies and services CBCX provides to a contracting party (hereinafter the "Principal"). Other terms and conditions and/or terms and conditions for the purchase of goods which are inconsistent with or derogate from the content of these Terms will not apply, unless the parties have expressly agreed on their application in writing.
(2) Any agreements or changes of these Terms in derogation of the content of these Terms are valid only if made in writing.
(3) These Terms are applicable also to any additional orders and/or changes in orders made after the conclusion of a contract, as well as to any other future dealings between CBCX and Principal, if and when a business relationship already exists between CBCX and the Principal (whether or not the application of these Terms was again expressly incorporated by reference upon conclusion of another contract).
(4) These Terms - as well as any relevant specifications and tariff provisions coordinated between CBCX and a Principal – form an integral part of any contractual relationship created between CBCX and a Principal.
(5) Should any term hereof be or become invalid or unenforceable, this shall not affect the validity of the remaining terms hereof. In this event, the invalid or unenforceable term shall be replaced by a valid and enforceable term which closest reflects the economic content of the invalid or unenforceable term.
(1) Only an entity registered in the companies register or any other public register (e.g. register of associations) or a registered association can act as Principal towards CBCX. CBCX may verify the completeness and correctness of any information provided by Principal. Furthermore, CBCX may check the Principal's credit standing.
(2) Notwithstanding any pre-contractual agreements on the conclusion of a future contract, CBCX is not obliged to create a contractual relationship with a Principal. CBCX may therefore refuse to create a contractual relationship without stating any reason (even if a business relationship already exists with a Principal), if and when
a) Principal is in default with payment obligations towards CBCX;
b) Principal applies for a non-judicial settlement or if composition, bankruptcy or preliminary proceedings or execution proceedings are opened or approved in respect of Principal's assets or if the opening of those proceedings is rejected for lack of assets, if Principal cannot prove the existence of a bank account in Austria or if Principal is not creditworthy for any other reasons;
c) there are reasonable grounds for suspecting that CBCX's services will be used predominantly by a third party who disqualifies pursuant to paragraphs a) and b); or
d) Principal has provided incorrect and/or incomplete information to CBCX, based on which CBCX is unable to assess the requirements described in paragraphs a) through c).
(3) Principal undertakes to pay in its own name and for its own account any stamp duties arising in respect of a contract as well as any taxes and duties imposed in this connection.
Quotes and Conclusion of Contract
(1) All quotes submitted by CBCX are non-binding and without engagement.
(2) A contractual relationship between CBCX and a Principal is effectively created only if CBCX accepts the Principal's order within 3 (three) weeks from receipt of such order; an order is deemed to have been validly accepted if CBCX confirms it in writing (via e-mail fax or surface mail) within the time limit stated above.
(3) Any descriptions of supplies or services and any technical information provided by CBCX in connection with an order are non-binding and shall not be deemed to warrant certain properties of supplies or services, unless agreed otherwise. Furthermore, CBCX reserves the right to make changes to design and form of any hardware throughout a contractual relationship, provided that this does not entail a fundamental change of a supply or service.
Prices, Delay in Payment
(1) All prices of CBCX are net prices (without VAT); Principal shall pay to CBCX value-added tax at the statutory rate in addition to the contractually agreed price (net price). Furthermore, prices are ex works (CBCX's business address indicated to Principal), exclusive of freight, packaging, insurance, assembly or installation.
(2) The amount of CBCX's prices depends on CBCX's tariff provisions effectively agreed and valid on the date at which the contract is concluded with the Principal. These tariff provisions will be coordinated and agreed in connection with the execution of a contract and therefore form an integral part of such contract.
(3) All prices of CBCX are subject to indexation on the basis of the Consumer Price Index ("CPI") published by Bundesanstalt Statistik Österreich on a monthly basis.
(4) Whenever the parties have not agreed on immediate payment in cash or have agreed on any other form of payment, compensations are due and payable upon receipt of an invoice and shall be transferred without deduction to the bank account CBCX has indicated in the respective invoice.
(5) Unless Principal raises objections against invoiced compensations within 2 (two) weeks from receipt of an invoice by written notice to CBCX, an invoice shall be deemed to be correct and acknowledged to be due for payment upon receipt. Principal may not retain the contractually agreed compensation or any part thereof for any reason whatsoever and may not set off its own counter claims (based on any legal grounds whatsoever).
(6) At CBCX's request, compensations for the provision or supply of a service are due and payable in advance.
(7) In case of Principal's default in payment, CBCX may accelerate all claims outstanding under the business relationship with Principal, subject to a one-week grace period, and charge default interest on the outstanding amounts from their respective due date pursuant to Section 456, first sentence, of the Austrian Commercial Code (UGB) (9.2 % above base interest rate), dunning charges, collection fees, and legal fees, if necessary. CBCX reserves the right to assert additional claims. In case of late payment, payments received will first be applied towards judicial costs as well as to costs which may have arisen due to extra-judicial collection which was appropriately necessary, then towards interest accrued and, finally, towards the main payment.
(8) Even if binding deadlines for the provision of supplies and services were agreed, CBCX shall not be responsible for any delay in the provision of supplies and/or services due to force majeure or other events which make it substantially difficult or impossible or unreasonable for CBCX to provide the respective services (such as strikes, lockouts, government intervention), including cases in which any such delay does not occur with CBCX itself, but with its suppliers and subcontractors.
Duty to Notify Flaws, Liability
(1) Principal shall inspect the supply or service provided by CBCX immediately after it was received or provided as to whether it is complete or flawed. Principal shall notify any flaws in services provided by CBCX immediately after receipt or provision of a service by registered letter or record the flaw on the delivery note/bill of lading. Principal shall specify and describe the respective flaw in as much detail as possible; any unsubstantiated allegation of flaws that were not specified in detail is not consistent with that obligation.
(2) If Principal does not inspect the services and does not notify flaws, if any, the services provided by CBCX shall be deemed to be flawless or accepted with flaws, if any.
(3) Whenever it proves after such notice that the errors or flaws of a service are not defects that qualify under warranty provisions, but are due to incorrect or improper use by the Principal or due to any other circumstances within the Principal's control, CBCX may charge Principal a reasonable compensation for the inspection or examination of the notified flaws (including for any expenses incurred).
(4) CBCX shall not be liable for any error, failure or damage due to improper installation, operation, use of inappropriate organizational resources, defective contractual or system environment, errors in operating system or data base or abnormal operating conditions (e.g. power fluctuations, room temperature), including but not limited to any derogation from recommendations for the installation of CBCX's services, caused by Principal or third parties attributable to Principal.
(5) Unless otherwise agreed, CBCX does not warrant for used deliverables.
(6) Recourse claims, if any, pursuant to Section 12 of the Austrian Product Liability Act (PHG) shall be excluded.
(7) CBCX shall not be liable for any claims asserted by a contracting party of Principal or any other third party towards the Principal out of or in connection with the solicitation or execution of games, especially on the grounds of gambling addiction.
Notification Duties, Receipt of Declarations
(1) Principal shall communicate any changes in its contractual data, including but not limited to any transfer of its registered office or any change of paying agent, any loss of its legal capacity or any other change of legal form, companies register number or bank details immediately, yet no later than within 3 weeks from such change, by written notice to CBCX.
(2) If Principal fails to notify any change in contractual data, any process served, including but not limited to termination letters, objections to payment orders, invoices and dunning letters, shall be deemed received if they are sent in the agreed form to the address most recently disclosed to CBCX.
Place of Performance, Shipment, and Transfer of Risk
(1) Place of performance shall be CBCX's registered office. Packaging and shipment shall be at Principal's cost and risk. At Principal's express request and cost, supplies will be insured against breakage, transport damage and fire. Utilization and price risks will transfer upon delivery of a deliverable to the transport company instructed with shipment or - with the latter's cargo-ready notification to the Principal - to the Principal.
(2) The goods are therefore shipped at the Principal's risk.
Reservation of Title
(1) Pending full payment of the compensation agreed between CBCX and Principal for the services or supplies provided by CBCX, CBCX will retain sole title to such parts of supplies or services with respect to which ownership title may be created. As long as CBCX retains title to the goods as described above, the respective parts of supplies and services may not be sold, pledged, assigned as security, leased, rented or otherwise made available, except with CBCX's express prior written consent.
(2) Principal expressly agrees that all payments made by it be applied first towards repair costs, then towards costs for spare parts, then towards interest and other ancillary expenses and, finally, towards those parts of supplies or services for which CBCX has retained title. In case of Principal's default in payment, Section 4 (7) of these Terms will apply by analogy.
(1) CBCX and its employees will observe the applicable data protection provisions.
(2) The information obligations in accordance with Articles 13 and 14 General Data Protection Regulation concerning the collection of personal data are available in the data protection information on the CBCX website.
Except with CBCX's express written consent, Principal may not assign to third parties claims towards CBCX arising out of or in connection with the business relationship with CBCX.
CBCX may transfer to third parties all rights and obligations pertaining to the contractual relationship with the Principal without Principal's consent and with debt-discharging effect for CBCX.
(1) If Principal cancels an order within the three-week time limit referred to in § 3 (2) without relying on a statutory right to withdraw from the contract, CBCX is entitled to 50 % (fifty percent) of the compensation mentioned in the order.
(2) A contract may be cancelled after CBCX has accepted and confirmed an order pursuant to § 3 (2) only by consensual agreement of the parties or if there exists a statutory or contractually agreed right to withdraw from or terminate the contract.
Place of Jurisdiction, Applicable Law
All disputes arising out of or in connection with these Terms shall exclusively be referred to the court having subject-matter jurisdiction at CBCX's registered office. These Terms shall be governed by and construed in accordance with Austrian substantive law, to the exclusion of the UN Sales Convention.