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Terms & Conditions

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General Terms and Conditions

for Use in E-Commerce related Business Transactions

with Entrepreneurs 

Issued January, 2011

Imprint

 

Rohde & Schwarz Österreich GmbH, Technologiestraße 10, Gebäude E, A-1120 Wien, registred with the commercial register in Vienna with the company number FN 101874s (hereinafter “RSÖ”) is operating the web store webstore.rohde-schwarz.com/cee (hereinafter “RSÖ web-store”).

 

 

1. General

These terms and conditions shall apply to all contracts concluded between RSÖ as seller and an entrepreneur [pursuant to §§ 1, 2 and 3 of the Austrian Business code (UGB)], body corporates organised under public law or special fund under public law (hereinafter all conjointly “customer”) regarding all goods (e.g. products, equipments, complete systems; hereinafter “products”) presented on the RSÖ web-store.

 

1.1. All deliveries of products by RSÖ shall be made on the basis of these terms and conditions, which shall remain effective even if RSÖ, in the course of ongoing transactions, does not expressly refer to these terms and conditions in future contractual arrangements. 

1.2. Any deviated or amended terms and conditions of the customer shall only be effective for the customer if RSÖ confirms such deviation or amendment for each contractual arrangement concerned in writing.

1.3. Conclusion of the contract:

      All products and its descriptions contained in the RSÖ web-store shall be deemed only as information for the customer and shall not be deemed as a binding offer of RSÖ. The order of a product by the customer via the RSÖ-web store shall be deemed as a binding offer of the customer to conclude a contract. RSÖ is entitled to accept the offer within a period of 3 working days by sending an acceptance of order to the customer which can be made at RSÖ’s own discretion either by email or by fax. To the extent RSÖ should not answer within the 3 days notice period, the offer shall be deemed as rejected. The automatically generated notice of receipt shall only confirm the fact that the customer has sent the order. Such notice receipt shall not be deemed as an acceptance of order by RSÖ.

1.4. These terms and conditions shall be integral part of the contract, which shall be deemed to be concluded upon the acceptance of order by RSÖ following the order of the customer. In case of any conflict between the terms of the acceptance order and these terms and conditions the terms of the acceptance order shall prevail. The customer's placement of an order with RSÖ confirms his/her acceptance of these terms and conditions. These terms and conditions shall be deemed acknowledged upon acceptance of the products at the latest.

 

2.    Scope of Deliveries

2.1. RSÖ reserves the right to effect deliveries only to such customers having their registered office in those countries which are expressly indicated on the homepage of the RSÖ web-store. The scope of deliveries shall be determined by customer’s order and RSÖ's  acceptance of order.

2.2. All deliveries shall be subject to the regulations of the German Association of Electrical Engineers ("Verband Deutscher Elektrotechniker" - VDE) to the extent that they are applicable to ensure the safety and security of deliveries as far as these terms and conditions do not contain any divergent provisions. Deviations shall be permissible as long as safety and security are guaranteed to the same degree by other means.

2.3. Documentary material, e.g. illustrations, drawings, weight and performance specifications in the RSÖ web-store as well as in brochures, estimation of costs and data sheets, etc. do not include representations of technical characteristics, but merely descriptions of performance. RSÖ reserves the right to deviate from an order, even following confirmation thereof, to the extent that such deviations are based on and justified by progress of work already achieved.

2.4. RSÖ shall unrestrictedly reserve all copyright, ownership and usage rights pertaining to its cost estimates, drawings, technical information, data, specifications and other documentary material. Without RSÖ's prior express written acceptance, the customer shall not be entitled to reproduce, copy, make available or otherwise pass on to third parties any such documentary material or technical information, or to use said material in any other manner whatsoever which could be in conflict with RSÖ's interests. Any and all drawings or other documentary material pertaining to offers made by RSÖ must be returned without delay if the order is not actually placed with RSÖ. Sentences 1 and 2 shall analogously apply to the customer's documentary material which, however, may be made available to such third parties to whom RSÖ has assigned permissibly deliveries.

 

3.    Prices

3.1.  Prices for delivery are understood

- CIP, the forwarding agent being chosen by RSÖ within the European Union
- FCA, place being chosen by RSÖ outside the European Union,
according to Incoterms 2010, ICC Publication No. 715 ED, as far as these terms and conditions do not contain any divergent provisions.
Prices, including commercial packing, are understood in Euro (€), plus the current legal VAT, plus taxes, customs duties or charges or possible consular fees respectively authentication fees which may be imposed by another legislation as the applicable law pursuant to article 14. The customer shall bear such taxes, custom duties and charges being imposed to RSÖ. Any costs arising of the packing of antennas and systems and for any special packing as may be requested by the customer will be charged separately.

3.2.  Prices are calculated on the basis of RSÖ's cost situation at the time of the conclusion of the contract. Should any changes in costs occur up until the day of delivery, RSÖ reserves the
right to adjust prices, provided that delivery is rendered later than 4 months following the conclusion of the contract concerned. The adjustment shall not be applicable if RSÖ causes a default in delivery.

 

4.    Retention of Ownership

4.1. All products delivered shall remain the property of RSÖ (retained goods) until all claims and accounts (including any outstanding balance claim out of open account) payable to RSÖ resulting from the business relationship have been settled by the customer. Ownership shall also be retained for such receivables which have been included in current accounts and for which the balance has been drawn and acknowledged. The customer shall support any measures in order to safeguard the ownership or the security interests related to the retained goods.

4.2. The customer shall not pledge or transfer as collateral to third parties any goods delivered by RSÖ, until the outstanding account in the sense of Art. 4.1. has been paid by the customer in full. The resale is only admitted to resellers in the course of normal business procedure and provided that (i) the reseller obtains payment of its client or (ii) if he expresses the reservation that the passage of title to the client will only be effected if the client has complied with all payment obligations.

4.3. The customer assigns even now its claims out of the resell of the retained goods joint with all ancillary rights as well as such claims of the customer related to the retained goods, arising out of any other legal cause of action against its recipients or third parties (particularly claims in tort and claims of insurance benefits), including any outstanding balance claim out of open account for the amount due to RSÖ. RSÖ accepts herewith this assignment.

4.4. Should RSÖ's proprietary rights be dissolved through combination with another business matter, RSÖ shall acquire a joint ownership to such new business matter at the rate of the value of the combined retained good (invoice final amount including the value added tax) to the other combined goods at the time of combination. In the event the retained good will be combined in such a way that the good of the customer has to be considered as the main good, both customer and RSÖ agree even now that customer shall transfer to RSÖ a pro rata joint ownership to RSÖ related to such good. RSÖ accepts herewith this transfer. Customer shall bear any costs which may arise out of enforcement claims which RSÖ asserts as joint owner.

4.5. To the extent that the value of all collateral rights to which RSÖ is entitled in the sense of Article 4. exceeds the amount of all secured claims by more than 20%, RSÖ shall, at the customer's request, release a corresponding part of the collateral rights. However, RSÖ shall be entitled to choose the retained good to be released.

4.6. The customer shall undertake to inform RSÖ without delay of any seizure, confiscation or other dispositions or access by third parties to goods which are the property of RSÖ. The customer shall also be obliged to indicate to third parties wishing to obtain access to the goods that said goods are the property of RSÖ. To the extent the third party will not be able to reimburse the related judicial and extrajudicial costs to RSÖ, the customer shall be liable to pay such costs. In the case of any non-compliance with this obligation, the customer shall be liable to RSÖ for any and all damage resulting there from. The costs for any intervention necessary shall be borne by the customer.

4.7. RSÖ shall have the right to withdraw from the contract and take back the delivery items in case of a violation of an obligation by the customer, especially in the case of default in payment; the customer shall return the property.

4.8. The customer shall be entitled to collect the assigned claims as long as he complies with its payment obligations in favour of RSÖ. In the event the customer should be in default of payment, RSÖ shall be entitled to withdraw such right of collection. However, the customer shall not be entitled to assign such claims in order to collect them by way of factoring, unless the customer commits the factor irrevocably to cause the equivalent directly to RSÖ as long as RSÖ has claims against the purchaser.

4.9.           To the extent software should be the purpose of deliveries the customer shall not obtain ownership. The customer shall only have the rights set forth in article 9.

 

5.    Terms and Conditions of Payment

5.1. All payments shall be effected without deduction and free of charge to RSÖ within 30 calendar days following the invoicing date.

5.2. In the case of orders with a total value of more than € 50.000,-- net a noninterest-bearing down-payment of 30% plus applicable VAT is to be effected upon placement of such orders.

5.3. RSÖ reserves the right to demand payment securities and/or advance payments.

5.4. The customer shall only be entitled to use such claims for set-off purposes or to claim for a retention of payment which have been established as either expressly accepted by RSÖ in writing or legally effective.

5.5. Should the customer be in delay of payment, RSÖ reserves the right, subject to the assertion of further rights, to charge default interest in an amount exceeding 8% per annum of the base rate as communicated by the National Bank of Austria. In the case of delayed payment by the customer, RSÖ shall be entitled at its discretion either to make further deliveries dependent upon advance or collateral payments, to claim default damages, or to withdraw from the contract.

5.6. Any agreed reductions of price and agreed discounts of any kind related to the prices indicated in the contract shall become void without substitution, to the extent the customer defaults with all or part of its payments and acceptance obligations with respect to RSÖ.

 

6.    Due Dates for Deliveries

6.1. Unless otherwise agreed in writing between RSÖ and the customer, the time period for delivery shall be 8 weeks, beginning from the day of notification of the acceptance of order. Compliance with due dates shall be subject to the timely and proper fulfilment of all obligations by the customer, particularly timely receipt of all documentary material, requisite approvals and releases to be supplied by the customer, as well as the timely acknowledgement and approval of plans and schedules, and the compliance with the terms and conditions of payment agreed upon, and any further obligations, which are necessary for the proper and timely delivery by RSÖ. Should these requirements not be fulfilled within sufficient time, due dates are reasonably extended accordingly, in addition of a reasonably time period for restart. In case a down payment has to be effected pursuant to article 5.2. or pursuant to an agreement between the parties, the preceding sentence shall be applicable accordingly.

6.2. Due dates shall be deemed to have been met if RSÖ has fulfilled its obligations pursuant to the applicable INCOTERMS set forth in article 3.1. Should deliveries be delayed for reasons attributable to the customer, due dates shall be deemed to have been met upon reporting readiness for delivery within the period agreed upon.

6.3. In the event that any non-compliance with due dates for deliveries is provably attributable to Acts of God, such as operational breakdowns, military mobilization, war, civil insurrection, strikes, lockouts, traffic disturbances or the occurrence of other such unforeseeable impediments, any due dates affected thereby are reasonably extended. This shall also include all official measures, such as non-issuance of requisite official authorisations despite a proper filling of application, restrictions on transport or energy consumption, but furthermore also general lack of raw materials and supply goods, as well as any other reasons not attributable to RSÖ, such as the non-delivery or delayed delivery from suppliers. Should such circumstances make delivery impossible, RSÖ shall be released from its delivery obligation. RSÖ shall inform the customer as soon as possible, if delivery due dates must be exceeded or if delivery is impossible.

6.4. In the case of non-compliance with due dates for reasons only attributable to RSÖ the customer shall be entitled (to the extent that he can plausibly demonstrate to have incurred damage due to lateness) to demand compensation for delayed delivery following the full third week for every next full week of lateness in the amount of 0,5 per cent (0,5%) up to a maximum totalling 5 per cent (5%) of the value of the delayed portion of delivery.

6.5. The customer may also be entitled to demand payment of compensation for delayed delivery, if the circumstances defined in Art. 6.3. do not occur until after the due date originally agreed upon has been exceeded in contravention of the contract.

6.6. Both compensation claims due to a default in delivery and compensation claims instead of performance on the part of the customer exceeding overall the limit of 5 per cent (5%) as defined in Art. 6.4. shall be precluded in all cases of delayed delivery (even following the expiration of any period of grace set by RSÖ).

6.7. Customer shall only be entitled to withdraw from the contract pursuant to the legal provisions if the compensation referred to in article 6.6. has reached the limit of 5 per cent (5%).

6.8. Upon RSÖ’s request the customer shall declare within a reasonable time period whether (i) he will withdraw from the contract due to delayed deliveries and/or (ii) he will assert a claim for indemnity instead of the performance or (iii) he will assert a claim for indemnity in addition to the performance or (iv) he will insist upon the performance of the delivery. Any claim due to delay shall expire within a time period of six (6) month following the day of the appearance and knowledge or lack of knowledge due to a grossly negligent conduct on the part of customer.

6.9. Should dispatch or delivery be delayed at the customer's request (or any other reasons attributable to the customer), a warehouse storage fee amounting to 0,5 per cent (0,5%) of the invoice sum can be charged for each month or part thereof, beginning from the first day  after notification of dispatch readiness. The warehouse storage fee shall be limited at the maximum to 5 per cent (5%) of the invoice sum, unless higher costs can be provably demonstrated.

 

7.    Delivery

7.1. The customer shall take over deliveries according to the contract even if these exhibit minor defects. 

7.2. The customer shall be obligated to inspect the deliveries for transport damage immediately upon receipt. Any warranty for transport damage shall be precluded, unless such damage is reported without delay to the transport company for verification, in proof whereof the inspection form provided for such cases must be demanded. Should this not be possible, the customer shall notify the transport company and RSÖ without delay, and shall allow the transport company to view and to assess the extent of damage, for which a written report is to be recorded by both parties together. Should RSÖ not have participated in such an assessment, it must receive a copy of the written report.

7.3. RSÖ shall be generally exempted from the obligation to accept returned goods.

7.4.           Partial deliveries as well as early deliveries shall be permitted, if they are reasonable to the customer.

 

8.    Transfer of Risk

8.1. The customer shall assume all risks:

8.1.1. In case of (part) deliveries according to the Incoterms set forth in Art. 3.1.;

8.1.2. For the period of time in which the dispatch or delivery is delayed at the customer's request or for reasons attributable to him (default of acceptance). However, RSÖ shall agree to cause the protection measures demanded by the customer to be taken out at the latter's request and expense.

 

9.    Software

9.1  RSÖ grants the customer the non-exclusive right, to make use of the contractual computer programs and the corresponding documentation (both computer programs and corresponding documentation hereinafter “software”) solely for the operation of the intended or delivered hardware. The right of such use shall be limited to the agreed period, falling which the right of use shall be for an unlimited period. The right of use of the software shall particularly neither comprise the right to translate, to rent, to borrow, to sublicense nor the right to distribute, to communicate to the public and the right to provide online such software to third parties out of customers business. Furthermore the right of such use shall not comprise the right to copy unless such copy is necessary (i) to operate the intended or delivered hardware or (ii) to make a security backup. Unless otherwise provided by compulsory law or by written contractual provisions the customer shall not be allowed to edit the software in whole or in part, to decompile, to disassemble or to carry out reverse engineering or to attempt otherwise the obtaining of the source code.

9.2. RSÖ grants to the customer the right to transfer the right of use of the software to third parties. However, RSÖ shall be entitled to revoke such right for important reason. The transfer of such right to third parties shall only be permitted to the extent that the transfer is made only together with the hardware which the customer has purchased from RSÖ together with the software or for which the software of RSÖ is intended.  In that case the customer shall impose the preceding obligations and limitations to the third party.

 

9.3. The surrender of the software shall be effected only in a machine-readable form (object code) and without any source code and source code documentation.

9.4. Any other rights to the software shall remain with RSÖ.

9.5. To the extent the customer will be ceded software for which RSÖ only has a derived right of use and which is not a open source software (third-party-software), the provisions agreed upon between RSÖ and its licenser concerning the use of software shall be applicable also for the relation between RSÖ and the customer and shall take precedence over the provisions of this article 9.  To the extent the customer will be ceded open source software, the provisions concerning the use of software of such open source software shall take precedence over the provisions of this article 9. At least upon customers demand RSÖ cedes to the customer the source code to the extent the provisions of use for the open source software require the hand over of the source code. RSÖ will indicate where appropriate the existence of the ceded third-party-software, including open source software, and the related provisions concerning the use of such software. RSÖ will also  provide access to such provisions.

 

10.     Liability for Defects

10.1. In the event products should have a material defect RSÖ shall, at its own discretion, remedy or deliver anew such products (supplementary performance), provided that the cause existed already at the time of transfer of risk pursuant to article 8.

10.2. Any claim of the customer related to material defects shall expire within a period of twelve (12) month, following the day of handover pursuant to article 3.1. and 6.2. This shall not apply to cases where (i) liability must be guaranteed upon gross negligence, fraudulent concealment or (ii) in the event of absence of warranted features.

10.3. The customer shall reprimand in detail and in writing any material defect to RSÖ without delay. In the event of an unjustified reprimand RSÖ shall be entitled to claim refund against the customer for any costs incurred.

10.4. For the rectification of the deficiencies, the customer shall grant RSÖ the necessary time and access as reasonably required by RSÖ. Should the customer refuse to do so, RSÖ shall be released from its deficiency liability.

10.5. Should RSÖ fail to rectify any such deficiency within a reasonable period (in consideration of the time limit set forth in article 10.7.) of grace granted to it for this purpose, the customer shall be entitled either to withdraw from the contract or to demand a reduction of the purchase price.

10.6. The customer's right to assert supplementary performance claims shall be precluded for (i) insignificant deviations from the warranted features and/or (ii) an insignificant impairment of serviceability.

10.6.1.      Furthermore, the liability for defects shall not include damage, occurring after the transfer of risk (e.g. due to incorrect or careless handling, excessive use, improper operating supplies, inadequate construction work, unsuitable foundation land) or  normal wear and tear.

10.6.2.      Furthermore, the liability for defects shall not include damage, occurring after the transfer of risk due to special exterior influences such as chemical, electronic, electrical or atmospheric influences not covered under the contract.

10.6.3.      Any liability for defects arising from modifications and start up work carried out by the customer or third parties shall also be precluded.

10.7.  The supplementary performance period for subsequent rectification shall be 3 months, for replacement deliveries shall be 6 months, and shall continue at least until the expiration of the delivered article's original warranty period. The period of liability for defects shall be extended for the duration of operational downtime caused by the necessity for subsequent rectification, replacement deliveries with respect to all articles which cannot be properly operated due to such downtime.

10.8.  The terms and conditions concerning warranty periods defined in articles. 10.2. and 10.7. shall not be applicable, if longer mandatory
periods are stipulated by law. RSÖ’s obligation to indemnify shall
be governed by article 12.

10.9.  Articles 10.1. through 10.7, and article 12. shall apply accordingly to claims by the customer for subsequent rectification, substitute delivery or damage compensation arising from RSÖ's violation of duties during contractual negotiations or non-compliance with accessory contractual obligations. 

10.10. Necessary expenses for the purpose of supplementary performance, such as travel and transport expenses, material and labour costs, shall be borne by RSÖ to the extent that not contrary to the intended use the delivered good has not been placed to a place different than the place of delivery. In the event the good has been placed according to its intended use to a place different than the place of delivery, RSÖ shall bear only those expenses which would have been occurred if the customer had refrained from such placement. Any exceeding expenses for supplementary performance, caused by the placement shall be borne by the customer.

10.11. To the extent that RSÖ entertains doubts concerning the quality and adequacy of articles made available by the customer for the implementation of a performance or the execution of a service, RSÖ shall reserve the right to refuse implementation of such performance, the execution of such service or the assumption of any liability, unless the customer removes all grounds for doubt on the part of RSÖ.

10.12. Software:
Software errors shall be deemed to be a material defect only if they are reproducible irregularities from the specifications which have been verified by the customer. Whereas software errors shall not be deemed to be a material defect if the software error does not appear in the latest software version which has been surrendered to the customer and if its application is reasonable to the customer. Furthermore, the liability for defects shall be precluded if a material defect results from (i) incompatibility of the software with data processing environment used by the customer (ii) use of the software together with software delivered from third parties, to the extent such use has not been allowed expressly in the documentation of RSÖ or has been permitted otherwise in writing by RSÖ (iii) faulty maintenance of the software by customer or third parties.

10.13. Calibration:

The calibration comprises the evaluation of the correlation between the data issued by a measuring device or a measuring equipment and pertinent values of a measured variable under specified conditions which are determined through a normal. The scope of measuring shall be determined through the technical data of the pertinent equipment specifications. Depending on the assignment determined upon measurement values shall be documented in a result report and established as correct at the time of testing. The customer shall be entitled to verify, at the time of testing, the correctness of the due and proper execution of calibration on RSÖ's business premises. Any further claim of the customer related to defects shall be precluded.

10.14. With respect to RSÖ, the customer waives any right of recourse   pursuant to § 933b ABGB (Austrian Civil Code).

10.15. Any further claims related to material defects shall be precluded.

 

11.            Liability for lack of title/ Infringement of industrial proprietary rights

11.1.  RSÖ shall be obliged to perform the deliveries exempt from lack of title, e.g. industrial proprietary rights and copy rights of third parties (hereinafter “property rights”) only in the country at the place of delivery. To the extent a justified claim should be asserted from a third party to the customer due to infringement of property rights related to deliveries performed by RSÖ which the customer uses according to contract, RSÖ shall be liable within the time limit set forth in article 10.2. as follows:

11.1.1.      Relating to such deliveries RSÖ shall at its own choice and at its own expense either obtain a right of use, change such deliveries in order that property rights will not be infringed or replace them.

11.1.2.      The customer shall be entitled to withdraw from the contract or to claim for reduction as regulated by law as well as to claim for indemnity pursuant to article 12. to the extent RSÖ should not be able to remedy such infringement under reasonable conditions.

11.1.3.      All RSÖ’s obligation stated above shall only be applicable provided that (i) the customer informs RSÖ in writing and without delay of all claims asserted, (ii) that he has not made any concessions and acknowledgements and (iii) that all defence measures and all amicable settlements proceedings remain with RSÖ. In the event the customer should cease to use the delivered goods due to asserted claims of third parties he shall make sure, e.g. by informing expressly the third party, that such cessation shall not be deemed as a acknowledgement of the infringement of property rights.

11.2. Any claims of customer related to lack of title are precluded, to the extent that the infringement of property rights is attributable to the customer.

11.3. Any claims of customer are precluded, to the extent the infringement of property rights have been caused by (i) specifications of the customer, (ii) an application which has not been foreseen by RSÖ or (iii) deliveries that have been changed or have been combined with goods which have not been delivered by RSÖ.

11.4. Further claims due to lack of title are precluded.

 

12.     Liability

12.1.  RSÖ shall be liable without limitation for damages based on wilful conduct, for written guaranty, as well as for damages arising out of injury to life, body or health. The liability pursuant to the applicable compulsory product liability law shall remain unaffected.

12.2.  In all other cases the liability of RSÖ for any legal reason whatsoever, including default (article 6.4.) shall be limited with fifteen per cent (15%) of the agreed remuneration.   

12.3.  Without prejudice to the liability set forth in articles 12.1. and 6.4. RSÖ shall not be liable for financial loss or consequential damage, for profit loss, production shortfall, breakdown, contractual claims of third parties, loss of use, financing cost, interest loss, claims due to a covering purchase as well as for loss of data, information and programs due to a software error.

12.4. RSÖ shall not be liable for technical breakdown related to the operation of the RSÖ web-store. RSÖ reserves the right to cease the operation of the RSÖ web-store at any time, without prejudice to the proper processing of concluded contracts.

12.5. Subject to compulsory liability (article 12.1.) and without prejudice to article 10.2. any liability claim shall expire within a time limit of twelve (12) month following the day of the appearance and knowledge or lack of knowledge due to a grossly negligent conduct on the part of customer.

12.5.  Any further liability of RSÖ shall be excluded.

 

13.     Data privacy & Advertising              

13.1.  The customer declares his/her consent that RSÖ may establish,  store, process and use otherwise electronically his/her personal data such as first name, name, postal code, address, telephone number, fax number, e-mail, date of birth, bank and credit cards details for the purpose of conclusion and processing the contractual relationship. Furthermore the customer agrees that RSÖ shall be entitled to send to him/her electronic mails for RSÖ advertising purposes. However, the customer shall be entitled at any time to object to such sending of advertising materials by sending an email to RSÖ (rs-austria@rohde-schwarz.com).      

13.2.  Customer related data will not be transmitted to third parties, provided that such transmission should be necessary for the due fulfilment of the contract.

13.3. The customer shall have the right to withdraw at any time his consent to such data processing by sending an email to RSÖ (rs-austria@rohde-schwarz.com).

 

14.     Applicable Law

All contractual relationship between RSÖ and the customer shall be subject to Austrian law excluding any conflict of law provisions.  The application of the UN Convention On Contracts Concerning International Purchase of Commodities shall be precluded.

 

15.     Place of Payment and Jurisdiction

15.1. The place of payment shall be Vienna.

15.2. In the case of any disputes arising directly or indirectly out of this contractual relationship, Vienna shall be agreed to be the exclusive place of jurisdiction.

 

16.     Final Provisions

16.1.  Should any of the provisions of this Contract become legally ineffective, the validity of the remaining parts shall not be affected thereby. This shall not apply, however, if the upholding of this Contract would constitute an unreasonable hardship for either of the parties. 

16.2.  All contractual agreements, including any accessory arrangements, shall only be valid if made in writing. This formal requirement can only be revoked in writing.