General Terms and Conditions of BMD Systemhaus GesmbH

BMD Systemhaus GesmbH
Sierninger Straße 190
4400 Steyr
AUSTRIA
+43 (0)50 883 or 0043 883
bmd@bmd.at

1. SCOPE

1.1 These Terms and Conditions (hereinafter the “T&Cs”) apply to all contracts, in particular to the sale and delivery of hardware and software, as well as to the provision of services and training, which BMD SYSTEMHAUS GesmbH (hereinafter “BMD”) provides to a customer (hereinafter the “Customer”) (collectively referred to as the “Contracts”). BMD expressly provides all services to the Customer exclusively on the basis of these T&Cs. All training relates solely to the hardware and software supplied or otherwise made available by BMD and to their use. BMD does not, under any circumstances, provide advice beyond this scope, in particular on professional matters relating to accounting, balance sheet preparation, payroll accounting, budgeting, personnel planning, or on tax, employment, or social insurance law matters. The Customer is solely responsible for compliance with all applicable legal requirements.

1.2 A Contract between BMD and the Customer may include, in particular:

the sale and delivery of hardware,
the licensing of BMD software (standard software),
the development and implementation of BMD custom software,
the licensing and/or delivery of third-party software,
maintenance and support services in connection with BMD’s software (standard software),
training,
BMD Cloud services,
the organisation and delivery of seminars, webinars, workshops and similar events.

All services, offers and the conclusion of Contracts by BMD shall be carried out exclusively on the basis of these T&Cs in their current version. They shall also apply to all future Contracts between BMD and the Customer and to any additional activities related to the concluded Contract, without BMD having to refer to them again in each case.

1.3 The Customer may view, print, and download the T&Cs on our website at https://www.bmd.com/en/gtc.

1.4 These T&Cs do not apply to BMD’s business relationships with consumers within the meaning of the Austrian Consumer Protection Act. BMD expressly does not target its products and services at consumers.

1.5 Any conflicting or supplementary terms and conditions of the Customer shall not become part of the Contract, even if BMD is aware of them, unless BMD has explicitly agreed to their validity in writing.

1.6 If a Contract concluded with the Customer deviates from these T&Cs, the Contract provisions shall take precedence over the T&Cs in the respective points. In all other respects, the T&Cs shall supplement the Contract.

1.7 BMD reserves the right to amend these T&Cs at any time. BMD shall inform the Customer of such amendments by sending the updated T&Cs to the last email address provided. The amended T&Cs shall be sent to the Customer by email at least four weeks before they take effect. If the Customer does not object to the validity of the amended T&Cs within four weeks of receiving the email, the amended T&Cs shall be deemed accepted. The email containing the amended T&Cs shall explicitly inform the Customer of their right to object and of the significance of the four-week period.

2. CONCLUSION OF THE CONTRACT

2.1 All offers and cost estimates provided by BMD shall be non-binding and subject to change until the conclusion of a Contract with the Customer.

2.2 By placing an order with BMD, the Customer submits a binding offer to conclude a Contract.

2.3 A Contract between the Customer and BMD shall be concluded when BMD, upon receipt of the Customer’s order, engagement, or offer, either sends a written confirmation or delivery to the address last provided by the Customer or begins performance of the agreed service or delivery.

3. SUBJECT MATTER OF THE CONTRACT / SCOPE OF SERVICES

3.1 General

3.1.1 The subject matter of the Contract shall be the respective sale, rental, lease, or other legal transaction and/or the performance and/or provision of the respective service by BMD. The preparation of the “Statement of Work” and the service itemisation shall be based on the Customer’s qualitative and quantitative service requirements. The type and scope of these requirements—if they form part of the order—shall be determined by BMD for a fee, based on the information provided by the Customer (in particular documents and test data).

3.1.2 The type and scope of the services to be provided by BMD shall be determined by the provisions of the specific Contract concluded in each case. If new Customer requirements, change requests in particular, make it necessary to change the scope of services, BMD shall be entitled to submit a new or revised offer.

3.1.3 The selection of the staff or service provider who will perform the services for the Customer shall be made by BMD. BDM may replace any assigned personnel with other qualified personnel at any time. BMD may also arrange for third parties to perform services at any time.

3.1.4 BMD reserves the right to modify the services contractually agreed with the Customer or to implement improvements, provided that such a change or improvement is customary in the industry, necessary due to legal or practical requirements, or reasonable for the Customer in consideration of BMD’s interests.

3.1.5 If BMD provides free or voluntary services that go beyond the agreed scope of the Contract, BMD may discontinue these services at any time without prior notice.

3.1.6 If BMD, in the course of performing the Contracts, acquires copyrights or other proprietary rights in the work results, BMD shall grant the Customer a simple, non-transferable, and non-exclusive licence to use the work results for their internal business purposes upon full payment. The Contract may provide for a time limit for such licences. All other rights to the work results shall remain with BMD. In particular, the Customer must not allow third parties to use the work results, grant sublicences, or modify or further develop the work results. The Customer’s participation in the performance of the services shall not grant the Customer any rights to the work results beyond those expressly agreed in the Contract.

3.1.7 BMD shall charge any provided services that the Customer uses beyond the originally agreed scope of services, based on the time and materials actually consumed.

3.1.8 Training and services shall be performed by trained staff. Any chatbot solution by BMD (currently “BMD Fox”) provides general information and communication only. The provided responses are generated automatically, do not constitute legally binding statements, and do not replace services performed by BMD staff.

3.2 Special provisions for Third-Party Software

3.2.1 If BMD provides the Customer with software licensed by third parties, the Customer shall be obliged to comply with the applicable licence terms and conditions of the software (terms of use) when using it. By ordering licensed Third-Party Software, the Customer confirms that they are aware of the scope of services and the licence terms applicable to the software.

3.2.2 The delivery of Third-Party Software shall be subject to the conditions agreed in each case. Unless otherwise expressly agreed in writing, the Customer shall be granted only a perpetual, non-exclusive, and non-transferable right of use. Rights of use to Third-Party Software that are granted in return for payment of a recurring fee shall, in any event, revert to BMD or the third-party licensor upon termination of the relevant Contract, and also in cases where the Customer is in default of payment despite a written reminder granting an additional grace period.

3.2.3 With regard to software purchased by BMD from third parties and sublicensed to the Customer, the contracting parties agree that BMD shall provide no warranty and shall assume no liability, especially for software defects. However, BMD shall assign to the Customer any claims to which BMD is entitled against its supplier. BMD shall assume no warranty or liability whatsoever for any software used by the Customer that is classified as “freeware”, “shareware”, “open source”, or similar, or software containing elements of such software, which was not developed by BMD. The Customer shall comply with the licence terms specified by the respective rights holder for the software in question.

3.2.4 The Customer agrees to fully indemnify and hold BMD harmless against any claims arising from a breach of the above obligations. This obligation to indemnify shall include, in particular, any court costs, legal fees, and expert fees.

3.3 Special provisions for software developed by BMD (BMD Software):

3.3.1 The scope of services for software developed by BMD (whether customised or standard software) shall be conclusively defined in the Contract through a Statement of Work. The Customer shall review the Statement of Work for accuracy and completeness. By ordering BMD Software, the Customer confirms that they are aware of the scope of services and the applicable licence terms. If the Customer requests changes that fall outside the scope of the Statement of Work, BMD may charge for these separately and set a new reasonable timeframe for completion. Delivery shall also include a program description. All rights to the BMD Software, including all components and documentation, shall remain entirely with BMD. Unless otherwise expressly agreed in writing, the Customer shall be granted only a perpetual, non-exclusive, and non-transferable right of use. Rights of use to the BMD Software that are granted in return for payment of a recurring fee shall, in any event, revert to BMD upon termination of the relevant Contract, and also in cases where the Customer is in default of payment despite a written reminder granting an additional grace period. The right of use expressly does not include the right to use the BMD Software to train third parties.

3.3.2 The Customer acknowledges that, due to the nature of the contractual subject matter, minor deviations in the BMD Software cannot be excluded. Unless expressly agreed in writing as part of the Contract, BMD provides no warranty and assumes no liability that: (i) the delivered software meets all requirements of the Customer; (ii) the delivered software is compatible with other programs used by the Customer; (iii) the programs operate without interruption or errors; or (iv) all software defects can be eliminated.

3.3.3 In particular, BMD shall not be liable for any defects resulting from improper installation or improper operation by the Customer or third parties, unsuitable operating conditions (including hardware and software), atmospheric or electrostatic discharge, normal wear and tear, improper handling, modified operating system components, interfaces or parameters, the use of unsuitable organisational resources or data carriers, unauthorised modification of the software by the Customer or third parties, and transportation of the goods.

3.3.4 BMD’s warranty shall be limited to defects in the program’s functionality that are reproducible (i.e. can be consistently replicated).

3.3.5 Where BMD supplies both hardware and software, any defects in the software shall not entitle the Customer to withdraw from the Contract underlying the use or delivery of the hardware. The same shall apply in reverse.

3.3.6 The BMD Software is subject to acceptance testing. In the absence of a formal acceptance report (Clause 3.3.8), acceptance shall nevertheless be deemed to have taken place and BMD’s performance shall be deemed accepted without reservation once the Customer uses the software in live operation, but in any case no later than the tenth working day following the acceptance or delivery date communicated by BMD, provided that the Customer does not notify BMD in writing of any reservations. The Customer may legitimately refuse acceptance only if the BMD Software has defects or deviations from the Statement of Work that materially impair or prevent its use. If the Customer refuses to accept the software and it subsequently transpires that no defects that materially impaired or prevented its use existed at the time of the scheduled acceptance, acceptance shall be deemed to have taken place.

3.3.7 BMD may require partial acceptance by the Customer of individual parts of the program and shall provide reasonable advance notice thereof.

3.3.8 An acceptance report shall be drawn up. The report shall in any event include: details of the participants present, the Customer’s statement of acceptance of the performance, any defects or deficiencies claimed by the Customer, and a confirmation of whether the agreed performance deadline was met. Any differences of opinion between the contracting parties regarding defects shall be documented in the report. The report shall be signed by both contracting parties. Acceptance shall take effect once both parties have signed the report.

3.3.9 Obvious defects must be notified by the Customer immediately upon acceptance. If the Customer fails to do so, all warranty and compensation claims shall be forfeited and may not be asserted at a later date.

3.4 Special obligations of the Customer

3.4.1 The Customer is obliged to provide BMD with all relevant information and documentation reasonably required for the performance of the contractual services, free of charge. BMD is under no obligation to review such information, data, or documentation for logical consistency or accuracy (including correctness and completeness). Any defence of contributory negligence is excluded. Any additional effort incurred by BMD as a result of incorrect, incomplete, or late information supplied by the Customer, shall be charged separately by BMD at the hourly rates applicable at the time.

3.4.2 If the services are provided on the Customer’s premises, the Customer shall, without being requested and free of charge, provide BMD with all spatial and technical infrastructure necessary for the performance of the services, in the required quality. This includes, in particular, network components and connections, internet connectivity, firewall systems, power supply, emergency power supply, space for equipment, workstations, air conditioning, and adequate safety and security measures in the Customer’s rooms and buildings (e.g. protection against water, fire, UV light, and unauthorised access).

3.4.3 Within their premises and IT systems, the Customer shall be solely responsible for complying with the requirements specified by the respective manufacturers for operating the hardware and software and for implementing any special security measures. This includes the use of up-to-date hardware and software and, in particular, the prompt installation of security updates. BMD is under no obligation to review the Customer’s IT systems or other preliminary work in this respect.

3.4.4 If BMD cannot perform a service, or cannot perform it in time, for reasons attributable to the Customer—in particular because the Customer has not fulfilled their cooperation obligations in full or on time, has not reported defects or malfunctions in a timely manner, or has failed to keep agreed appointments—the Customer shall compensate BMD for the additional effort incurred. In such cases, the deadlines agreed for performance shall be extended accordingly by the delay attributable to the Customer.

3.4.5 The Customer is obliged to continuously monitor BMD’s services. Any settings relating to calculations (such as social insurance contributions, selling prices, value-added tax, payroll formulas, etc.) shall be made exclusively on the Customer’s instructions. The Customer bears sole responsibility for the correctness and currency of the amounts and other data to be entered, of the calculation formulas used, and of the applicable legal provisions (in particular tax and social security law and other statutory provisions, accounting and bookkeeping rules, collective agreements, and other labour law regulations).

4. TERMINATION OF FIXED-TERM AND CONTINUING OBLIGATIONS

4.1 Unless otherwise agreed in writing, Contracts concluded between BMD and the Customer for the ongoing provision of services or other continuing obligations (e.g. licence agreements or maintenance and service agreements) shall be concluded for an indefinite period.

4.2 In the case of a contractual relationship concluded for a fixed term, the Contract shall automatically be extended for successive periods equal to the original term, unless the Customer terminates the Contract in writing with at least three months’ prior notice before its expiry. Where no waiver of termination rights has been agreed, Contracts concluded for an indefinite period may be terminated by either the Customer or BMD by registered mail, subject to a notice period of three months and effective on 31 December of any calendar year. Timeliness shall be determined by the date of the postmark. BMD’s rights in the event of default in payment by the Customer as set out below in these T&Cs remain unaffected.

4.3 Either contracting party may terminate the Contract with immediate effect in writing for good cause. Good cause entitling BMD to terminate the Contract without notice includes, in particular: (i) payment default by the Customer despite a written reminder and a four-week grace period; (ii) the Customer providing incorrect information or concealing material facts regarding its economic or financial situation at the time of contract conclusion which, if known, would have prevented BMD from concluding the Contract; (iii) any use of the services in violation of applicable legal provisions; (iv) the Customer breaching contractual provisions intended to protect third-party rights; (v) any other material breach of contractual obligations.

4.4 Compliance with the agreed payment dates is an essential condition for BMD’s performance of the services. In the event of late payment, BMD may, after issuing a written reminder and granting a grace period of four weeks, suspend the services with immediate effect or terminate the contractual relationship without notice.

4.5 In all cases of immediate termination based on reasons attributable to the Customer, BMD shall be entitled to payment for the contractually agreed term up to the next possible termination date and shall retain the right to assert any further claims for damages.

4.6 Upon termination of the contractual relationship for any reason, BMD shall no longer be obliged to provide the agreed services. In particular, BMD may delete stored data, provided that no statutory retention or storage obligations apply. The Customer shall be solely responsible for ensuring adequate data backup unless otherwise agreed in writing. Any claims against BMD arising from termination for good cause by BMD are excluded.

5. DELIVERY/SHIPPING

5.1 All circumstances beyond BMD’s control, such as operational disruptions or restrictions on the delivery of materials (including hardware and software), as well as events such as natural disasters, labour disputes, transport or border closures, and pandemics, shall be deemed force majeure. If such circumstances arise, the agreed deadlines for performance by BMD shall be extended accordingly and the Customer shall not be entitled to withdraw from the Contract or assert any other claims against BMD as a result.

5.2 Any official permits, approvals or third-party consents required for delivery or performance shall be obtained by the Customer. If such permits or approvals are not available in time, the agreed deadlines for performance shall be extended accordingly; in such cases, the Customer shall not be entitled to withdraw from the Contract or to assert any other claims against BMD.

5.3 If delivery or performance becomes impossible due to the circumstances outlined in Clauses 5.1 and 5.2, BMD may withdraw from the Contract without the Customer being entitled to any claims whatsoever. This shall also apply if such circumstances arise while performance is already delayed. In such a case, BMD shall be entitled to invoice the Customer for the services rendered up to the date of withdrawal and may additionally charge a cancellation fee amounting to 30% of the order value that has not yet been invoiced.

5.4 If the Customer requests any changes or extensions to the order after it has been placed, the agreed deadlines for performance shall be extended accordingly.

5.5 For orders comprising multiple units, BMD shall be entitled to make partial or advance deliveries, to invoice each individual unit or service upon delivery, and to require partial acceptance.

5.6 All services shall be provided from BMD’s registered office. Shipping shall only take place upon order and shall be at the Customer’s expense and risk. At the Customer’s request and expense, BMD shall arrange transport insurance for the goods.

6. PRICES/PAYMENT TERMS

6.1 The prices payable by the Customer shall be set out in the relevant Contract. For BMD Software, Third-Party Software, and hardware, the list prices valid on the date of the handover/delivery or any deviating prices agreed in the offer shall apply. Unless otherwise agreed in the Contract, all prices are ex works BMD’s registered office and do not include any applicable value added tax at the statutory rate or other taxes, duties, packaging and shipping costs, data carriers (DVDs, USB flash drives, etc.), any insurance, any legal fees, or installation costs.

6.2 In addition to the prices agreed in the Contract, the Customer shall reimburse BMD for all out-of-pocket expenses and disbursements incurred in performing the Contract (e.g. mileage allowances, travel tickets, and accommodation costs) at the applicable rates based on actual expenditure. This shall also apply to training. Billing shall be in 15-minute increments, with each commenced interval charged in full. Travel time shall be deemed working time and shall be charged to the Customer at the agreed hourly rates. Any taxes, contributions, or duties imposed retroactively shall likewise be invoiced to the Customer.

6.3 For all continuing contractual obligations, all fees shall be subject to indexation. This applies in particular to the agreed hourly rates and all recurring fees. Indexation shall be based on the Consumer Price Index 2005 (VPI 2005), as published monthly by Statistics Austria, or any index that replaces it.

Fluctuations of the index figure of up to and including 5 index points, upwards or downwards, shall be disregarded (“tolerance range”). This tolerance range shall be calculated for the first time based on the index figure published for the month in which the respective Contract was concluded and shall thereafter be recalculated each time the figure is outside the stated tolerance range. In each case, the first index figure outside the respective tolerance range shall be used as the basis for calculating the new tolerance range. If the VPI 2005 is no longer published, the index replacing it shall apply. If no successor index is published, the fees subject to indexation shall be adjusted annually by 3%, effective from the calendar month in which the Contract was concluded.

BMD may claim any amounts resulting from changes in the index from the Customer retroactively within the statutory limitation period. Failure to invoice or collect these amounts, however long such failure continues, shall not constitute a waiver. Any waiver shall only be legally effective if expressly declared in writing by BMD.

6.4 Notwithstanding the possibility of indexation, BMD shall inform the Customer of any other planned price increases (e.g. recurring fees) by applying Clause 1.7 mutatis mutandis. The procedure described therein shall apply.

6.5 If the Customer requests services outside of normal business hours (Monday to Thursday 8 am–5 pm, Friday 8 am–2 pm.), BMD may charge surcharges based on the hourly rates agreed in the Contract as follows: 50% for services performed on weekdays outside normal business hours until 8 pm, and 100% for services performed after 8 pm or on weekends and public holidays, unless otherwise agreed in writing.

6.6 Unless otherwise agreed in writing, invoices issued by BMD shall be paid within 14 days of the invoice date without any deduction. Payment shall be deemed made on the day BMD is able to dispose of the funds. The payment terms applicable to the total order shall apply in the same manner to partial invoices.

6.7 The Customer may not set off any claims against BMD except with a counterclaim that has been acknowledged by BMD in writing or legally established. Likewise, the Customer may not withhold any payments or any contractual performance based on alleged claims not acknowledged in writing by BMD.

7. PAYMENT DEFAULT

7.1 In the event of default in payment, and without prejudice to any other rights, BMD shall be entitled to: (i) suspend the performance of its obligations until full payment or any other performance has been received; (ii) claim a reasonable extension of the performance period; (iii) declare all outstanding claims from this or any other transaction with the Customer immediately due and payable; (iv) charge default interest on the outstanding amounts at a rate of 9.2 percentage points above the base rate per annum from the respective due date; and (v) withdraw from the Contract if the Customer fails to comply with a reasonable grace period.

7.2 If payment in instalments has been agreed and any instalment is not paid on time, BMD may treat the instalment as overdue and declare the entire remaining balance immediately due.

7.3 In the event of the Customer’s default, the Customer shall also reimburse BMD for all necessary costs of reasonable out-of-court collection measures (e.g. dunning and collection fees charged by a lawyer or collection agency), in any case at least EUR 40.00 (§ 458 UGB).

8. RETENTION OF TITLE

8.1 All goods and software delivered shall remain the exclusive property of BMD until full payment has been received for all claims arising from the business relationship with the Customer. The Customer is not entitled to pledge or assign goods subject to retention of title as security. The Customer hereby assigns to BMD all claims and rights relating to the the resale, processing, mixing, or other utilisation of the goods delivered. Until the purchase price or fees have been paid in full, the Customer shall note this assignment in their books and on their invoices and shall inform their debtors accordingly. Upon request, the Customer shall promptly provide BMD with all documents and information necessary to assert the assigned claims and rights.

8.2 In the event of payment default, impending cessation of payment, or enforcement proceedings against the Customer, BMD shall be entitled to remove and dismantle and/or repossess the goods subject to retention of title, without this being deemed a withdrawal from the Contract. The Customer shall surrender the goods immediately upon first request.

8.3 Should third parties seize or otherwise claim the goods subject to retention of title, the Customer shall inform them of BMD’s ownership rights and notify BMD immediately. The Customer shall bear all costs incurred by BMD as a result of such third-party claims.

9. WARRANTY

9.1 BMD’s warranty is limited to the goods and services complying with the specifications agreed in writing in the Contract at the time of delivery. Any public statements or other product and service information from BMD, the manufacturer, the importer into the EEA, or any other third parties who identify themselves as the manufacturer by name, brand, or other mark on the contractual object—particularly in advertising—shall not form part of the Contract between BMD and the Customer.

9.2 Statutory warranty claims must be asserted in court within 12 months from the date of delivery; otherwise, they shall be forfeited.

9.3 The Customer shall immediately notify BMD of any visible defects upon delivery and of any hidden defects as soon as they become apparent. Following delivery, the Customer is obliged to examine the delivered goods and services without delay and report any defects promptly, but no later than 14 days from delivery. All notifications must be in writing and include a detailed description of the defect. The Customer bears the burden of proving that the defect was reported in a timely manner. If a defect is not reported within the specified timeframe, the delivered goods or services shall be deemed accepted.

9.4 If defects are reported within the applicable time limit, BMD shall initially be obliged only to remedy such defects. If BMD is unable to remedy the defect or if remedying the defect would be economically unreasonable, an appropriate reduction in the price shall be made. The Customer shall have no right to rescind the Contract.

9.5 The Customer shall at all times bear the burden of proving that the defect existed at the time of delivery.

9.6 Recourse against BMD pursuant to § 933b ABGB is excluded.

9.7 BMD does not warrant against errors, malfunctions, or damage resulting from improper operation, components, interfaces or parameters modified by the Customer, the use of unsuitable organisational resources or data carriers, operating conditions outside the specifications, or software modified by the Customer or by third parties commissioned by the Customer. Unless otherwise agreed in writing, BMD makes no warranty regarding the interoperability of its services with the Customer’s other systems (e.g. data exchange with other programs or interface functionality).

9.8 If a defect results from materials or contributions provided by the Customer, or from the Customer’s breach of any obligation under these T&Cs or the individual Contract, BMD shall have no obligation to remedy such defect free of charge. This includes, in particular, cases where the Customer uses unsuitable or outdated hardware or software.

10. LIABILITY

10.1 With the exception of personal injury, BMD shall be liable for damages only in cases of intent or gross negligence.

10.2 In all cases, BMD’s liability for loss of or damage to data or information, business interruption losses, loss of profit, indirect damages, wasted expenditure, and any other consequential or third-party damages is excluded to the extent permitted by law.

10.3 Any claims for damages asserted by the Customer against BMD shall be time-barred six months after the Customer becomes aware of the damage and the party responsible.

10.4 In any case, BMD’s liability towards the Customer shall be limited to the value of the relevant order. For maintenance agreements and other continuing contractual relationships (e.g. lease or licence agreements), liability shall be limited to the annual net fee.

10.5 Any recourse claims that the Customer or third parties may bring against BMD under product liability laws are excluded, unless the party asserting recourse proves that the defect is attributable to BMD and resulted from at least gross negligence on its part.

10.6 BMD assumes no liability for any inaccuracies, omissions, or outdated information provided by the chatbot. If the Customer requires binding information, they must contact BMD employees and explicitly request it.

10.7 Use of the parking spaces provided by BMD shall be at the Customer’s own risk. Unless otherwise indicated, the provisions of the applicable road traffic regulations shall apply. BMD shall not be liable for any damage to vehicles or their contents, nor for theft. Customers are expressly advised not to leave valuables in or near their vehicles.

11. DATA SECURITY

11.1 BMD shall, to the extent reasonable, take all technically feasible measures to protect the data it stores. BMD shall not be liable if third parties nevertheless gain unauthorised access to the data. To ensure adequate protection, the Customer must keep their passwords confidential. The Customer shall be liable for any damages resulting from a breach of this obligation. Unless otherwise agreed in writing, the Customer is responsible for backing up the data.

12. NON-SOLICITATION

12.1 During the term of the Contract and for 12 months thereafter, the Customer shall not, directly or indirectly, solicit or hire BMD’s employees engaged by the Customer or any other third parties engaged by BMD to perform its services. For each breach of this provision, the Customer shall pay BMD a contractual penalty equal to one year’s gross salary of the employee concerned. The assertion of any further claims—in particular for damages exceeding the contractual penalty or for injunctive relief—remain unaffected.

13. MISCELLANEOUS PROVISIONS

13.1 If any individual provision of these T&Cs is or becomes invalid, unenforceable, or ineffective, this shall not affect the validity, enforceability, and effectiveness of the remaining provisions of these T&Cs. The invalid provision shall be replaced by a valid and enforceable provision that comes as close as possible to the intended economic purpose of the original provision. The same applies to the supplementary interpretation of the Contract in the event of any contractual gaps.

13.2 Unless otherwise agreed, the Customer and BMD shall treat their business relationship as confidential and shall not disclose it. This applies both to the existence of the business relationship and to its content. The Customer and BMD shall treat all non-public commercial or technical information obtained through the business relationship as the trade secrets of the other party and keep it strictly confidential. Employees and other agents shall be bound by the same confidentiality obligations. This confidentiality obligation shall survive the termination of the Contract. Upon termination of the Contract, all documents and materials provided by one party to the other must be returned immediately to the providing party.

13.3 BMD shall be entitled to transfer its rights and obligations under a Contract with the Customer to third parties. Such a transfer shall not entitle the Customer to terminate the Contract or assert any other claims.

13.4 Declarations, notices, or similar communications addressed to BMD must be made in writing to be legally effective. Signed communications sent by email shall satisfy this requirement. Any agreement to waive this writing requirement must also be in writing. Oral side agreements shall be invalid.

13.5 The place of performance is Steyr. The courts having jurisdiction over BMD’s registered office shall have exclusive jurisdiction over all disputes arising from a Contract between BMD and the Customer, including disputes concerning the existence or non-existence of the Contract. The Contract shall be governed exclusively by Austrian law, excluding its conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods.

13.6 The Customer shall promptly notify BMD of any changes to their business address. Documents shall be deemed delivered to the Customer when sent to the last address provided.