General Terms 

General Terms and Conditions (GTC)for all deliveries and services of the IFA Proficiency Testing Scheme (IPS)

1.Scope

1.1. These General Terms and Conditions (GTC) apply to all deliveries and services provided by the University of Natural Resources and Applied Life Sciences Vienna (BOKU), Department of Agricultural Biotechnology (IFA Tulln), Institute of Bioanalytics and Agro-Metabolomics within the framework of the commercial operation "IFA-Proficiency Testing Scheme (IPS)" for participants in proficiency testing schemes. Any other general terms and conditions or deviations from these General Terms and Conditions shall only be valid if other provisions have been agreed in writing between the participant and BOKU-IPS in the individual case or have been expressly recognised by the latter in writing in the individual case.

2.Offer, Placing of Order

2.1 Offers by BOKU-IPS are subject to change unless a binding period is specified in the offer. A contract shall be concluded upon written confirmation of the order by BOKU-IPS.

2.2 If a binding period is indicated in the offer, the contract shall be concluded within this period upon receipt by BOKU-IPS of the signed declaration of acceptance (or the fully completed registration form). A declaration of acceptance (or registration form) received after the deadline shall require a separate written order confirmation by BOKU-IPS.

2.3 Only what has been agreed in writing shall be binding for the contracting parties.  Oral statements, information in catalogues, brochures, event programmes and the like shall only be subject matter of the contract if they are confirmed in writing.

2.4 Silence on the part of BOKU-IPS to documents of any kind sent by the participant shall in no way imply agreement to general terms and conditions which deviate from these GTC.   Rather, acceptance of the offer by the participant shall be deemed to be acceptance of these General Terms and Conditions.

3.Performance of the EQA scheme

3.1.An EQA scheme will only take place if the minimum number of participants set by BOKU-IPS is reached.

3.2.If the minimum number of participants is not reached, participants who have already registered shall not be entitled to have the EQA scheme performed. The registered participants will be informed about the non-occurrence and will receive - if technically possible - a new non-binding date proposal.

3.3.BOKU-IPS will treat all results, which have been worked out in connection with an EQA scheme by the participants, as well as the coded evaluation of these results, confidentially.

4 If, in the course of the performance of the contract, circumstances become apparent which could endanger or delay the performance or the achievement of the purpose of the contract, BOKU-IPS will inform the participant immediately and submit possible measures or proposals for changes including the associated technical, content-related, temporal and financial effects. The parties to the contract shall decide jointly on the further course of action.

5.Deadlines for submission

5.1.Deadlines for submission (including dates for dispatch of samples/delivery by BOKU-IPS, closing date for submission of results by participants) shall be specified in writing.

5 .2 In case of exceeding deadlines (delay in delivery) for which BOKU-IPS is not responsible, the provisions of point 5.4. of these GTC shall apply accordingly.

5.3 In case of exceeding deadlines (delay in delivery) for which BOKU-IPS is responsible, the participant is obliged to grant BOKU-IPS a reasonable grace period of at least 30 days.    

5.4.In case of delays caused directly or indirectly by force majeure, BOKU-IPS shall be entitled to suspend the performance of the contract for the duration of the impediment and a reasonable start-up period or to dissolve the contract in whole or in part. 

5.5.If the performance of the contract is delayed by more than three months due to force majeure, the participant is also entitled to withdraw from the affected part of the contract.

5.6.The deadline for the submission of the results agreed in writing in accordance with point 5.1. of these General Terms and Conditions is binding for the participants. All results of participants received after the deadline will not be taken into account in the evaluation.

5.7.The services and deliveries ordered shall be deemed to have been rendered upon provision of the evaluation by BOKU-IPS (coded evaluation of the results/ring test samples).

6.Payment

6.1.Payments by the participant shall be made within 30 days of receipt of the invoice, unless otherwise agreed.

6.2.If the participant has not paid the invoice within 30 days of receipt of the invoice, BOKU-IPS shall be entitled to cancel the contract. .2.If the participant is in arrears with an agreed payment, BOKU-IPS may charge 

6.2.1.interest on arrears at a rate of 6 percentage points above the base interest rate published by the Austrian National Bank (the base interest rate in effect on the last day of a six-month period shall apply to the next six-month period);

6.2.2.all costs incurred as a result of the arrears, in particular reminder fees and lawyers' fees.

6 .3.The participant is not entitled to withhold payments (e.g. due to warranty claims) or to offset them against counterclaims.

7.Premature termination of the contract/termination

7.1.Both contracting parties are only entitled to withdraw from the contract in whole or in part if there is good cause. In addition to the reasons mentioned elsewhere in these General Terms and Conditions and without prejudice to further (also legal) reasons, good cause shall be deemed to exist in particular if the other party to the contract persistently and repeatedly fails to meet its contractual obligations.

7.2 In the event of premature termination of the contract, BOKU-IPS shall be entitled to payment for services already rendered.   BOKU-IPS reserves the right to claim further damages. 

7.3 Any declaration of termination of the contract shall be made in writing by registered letter.

8.1.The contracting parties shall keep mutually communicated information of any kind declared to be confidential secret, unless otherwise stipulated in these General Terms and Conditions or the contract. 

8.2.This does not apply to information which is generally known or which subsequently becomes generally known through no fault of the contracting parties, or which is known or becomes known to third parties who are not bound by a confidentiality agreement, or which was already known to the contracting party bound to confidentiality prior to this confidentiality obligation, or which was already known to the contracting party bound to confidentiality prior to this confidentiality obligation, or which was already known to the contracting party bound to confidentiality prior to this confidentiality obligation, or which was already known to the contracting party bound to confidentiality prior to this confidentiality obligation. become known to the contracting party bound to secrecy after the conclusion of this contract by third parties without direct connection to the contractual relationship, or8.2.5.become known to the contracting party bound to secrecy or its employees in the course of their own development or research work or through other activities, without the trade and business secrets of the other contracting party being used for this purpose.

9. Warranty and liability

9.1 If the service provided by BOKU-IPS does not objectively comply with the contract in terms of type, content or scope, BOKU-IPS shall - if technically possible - repeat the EQA scheme free of charge.    In the case of samples, the participant only has the right to demand improvement or supplementation of what is missing; other warranty claims are excluded.

9.2.The warranty period is three months from delivery/performance of the service. BOKU-IPS shall remedy proven defects within a reasonable period of time without any additional claim for payment.

9.3 Warranty claims may only be asserted in court within three months after expiry of the deadline set for the remedy of defects, otherwise they shall be excluded.   If no deadline has been set, the warranty period shall end one year after the request to remedy the defect has been sent.
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10.Damages

10.1.BOKU-IPS shall not be liable for damages incurred by the participant or third parties in connection with the use of the services rendered and/or results delivered, provided that the contract has been fulfilled in accordance with the state of the art in science and technology.

10.2.Furthermore, BOKU-IPS shall only be liable for damages caused intentionally or by gross negligence. 

10.3.Irrespective of the legal ground, the total liability of BOKU-IPS shall be limited to the agreed net order value.

10 .4.Compensation claims of the subcontractors shall be excluded. .4.Claims for compensation by the participant against BOKU-IPS shall become statute-barred six months after knowledge of the damage and the damaging party, but in any case three years after provision of the evaluation (cf. item 5.7. of these GTC).11.Severability clauseIf one or more provisions of these GTC should be or become legally invalid, the validity of the remaining provisions of these GTC shall remain unaffected. The same shall apply in the event of a loophole.12.Place of jurisdiction and applicable law12.1.Austrian law shall apply to all disputes arising from or in connection with contracts to which these GTC apply, including the question of the valid conclusion, the nullity and pre- and after-effects of the contract, to the exclusion of reference norms of international private law. 12.2 The place of jurisdiction shall be the competent court in Vienna for commercial matters.

11.Severability clauseIf one or more provisions of these GTC should be or become legally invalid, the validity of the remaining provisions of these GTC shall remain unaffected. The same shall apply in the event of a loophole.

12.Place of jurisdiction and applicable law

12.1.Austrian law shall apply to all disputes arising from or in connection with contracts to which these GTC apply, including the question of the valid conclusion, the invalidity and pre- and after-effects of the contract, to the exclusion of reference norms of international private law. 

12.2 The place of jurisdiction shall be the competent court in Vienna for commercial matters.