General terms and conditions of the

Bizibits Sales GmbH

(as of 01.01.2023)

PREAMBLE

 

These General Terms and Conditions are the basis of every contract concluded between Bizibits Sales GmbH, Wasserwerkstrasse 20, 4053 Haid, Upper Austria, hereinafter referred to as "BIO Stefan", and its clients, hereinafter referred to as "Client".

 

BIO Stefan offers in particular services in the field of business management (consulting, planning and conception), in the field of marketing and web design (online marketing & sales, taking over customer service, creation of web stores, creation and maintenance of social media presence), in the field of distribution (sales and reselling), trade and logistics (warehousing and fulfillment), as well as the purchase and sale of goods through the online stores operated by Bizibits, especially on.

 

• https://www.bio-stefan.at

 

 

as well as all other webshops and trading platforms operated by Bizibits.

 

This is a browser-based platform on which Bizibits advertises products from itself and contractual partners and offers them for sale itself via an integrated web store. The contract language is German or English.

Validity

Basis of Contract. Bio Stefan concludes contracts and renders services exclusively on the basis of the written offers prepared by Bio Stefan, as well as the respective valid version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists as well as these General Terms and Conditions.

The descriptions of services, price lists and general terms and conditions apply, as far as they are not merely project-specific (e.g. individual documents), to all legal relations between Bio Stefan and the customer and are therefore, from the first conclusion of a contract, automatically the basis for all further conclusions of a contract between Bio Stefan and the respective customer in the most current version, even if these price lists, product descriptions and general terms and conditions are no longer expressly referred to.

Future changes. Changes of the descriptions of services, price lists and general terms and conditions of Bio Stefan will be announced to the customer in writing and are considered as agreed, if the customer does not object within four weeks.

As of the validity of the new agreement, the amendments to the General Terms and Conditions shall also apply to all other contracts still in force.

Supplementary agreements. All forms of supplementary agreements, both before conclusion of the contract and during the term of the contract, must be in writing in order to be valid.

Contractual elements on the part of the customer. Even if Bio Stefan is aware of such specifications, they shall only become part of the contract if Bio Stefan integrates them into the offer or if Bio Stefan otherwise expressly accepts them, e.g. by reference to such specifications.

Even if Bio Stefan is aware of them, legal elements of the customer, such as general terms and conditions or contract clauses, will only become effective if Bio Stefan accepts them with an additional note (e.g. "AGB accepted") which explicitly includes these legal elements. Otherwise Bio Stefan expressly objects to the inclusion of legally formative elements, such as general terms and conditions or contract clauses, of the customer.

The mere acceptance by Bio Stefan of specifications concerning the content of the services of the principal therefore does not entail the acceptance of legal texts of the principal, even if these specifications contain elements shaping the law (such as e.g. "Our General Terms and Conditions apply.").

Procedure in case of contradictions. In case of contradictions between the offer, possible descriptions of services (project specific documents, general documents), possible price lists and the general terms and conditions of Bio Stefan, these are valid in the mentioned order. The more individual components therefore automatically modify the more general components of the contract.

In case of contradictions between contractual elements of Bio Stefan and contractual elements of the customer, all contractual elements of Bio Stefan shall prevail.

Conclusion of contract

 

Offer by Bio Stefan. Offers from Bio Stefan to the client, e.g.: in the form of an individual offer to the client or a non-individualized offer such as an order form, catalog or webshop, are without exception subject to change and non-binding.

Offer by the customer. If the customer places an order on the basis of an offer or also unsolicited, i.e. without a previous offer by Bio Stefan, e.g. in case of additional orders in current business relations, the customer is bound to this order for one week from its receipt by Bio Stefan.

Acceptance by Bio Stefan. The contract is therefore always only through the acceptance of the order by Bio Stefan.

The acceptance has to be made in writing, e.g. by order confirmation, unless Bio Stefan indicates that it accepts the order, e.g. by taking action on the basis of the order which is obvious to the customer.

A mere confirmation of receipt of the order does not constitute acceptance of the order.

Scope of Services, Order Processing and Cooperation Obligations of the Customer

 

Scope of services. The scope of the services to be rendered results from the written service description of Bio Stefan resulting from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogs) are not part of the service description.

The customer is obliged to check the performance specification for compliance with its requirements and for completeness. Our written order confirmation shall be decisive for the scope of delivery.

We reserve the right to deviations in color and structure which are customary in the trade and which are reasonable for the purchaser. After the order has been placed, changes to the performance specifications are only possible by mutual agreement and may lead in particular to changes in prices, deadlines and dates.

Professional performance. As far as the written service description does not provide otherwise, Bio Stefan owes a professional execution according to the time of the submission of the offer. Within the scope of the written service description Bio Stefan has freedom of design in the execution of the services, as far as several professional possibilities for execution exist.

Interchangeable services. As far as this is in accordance with the objectives of the order, Bio Stefan is entitled to deviate from the service description and to replace services by other equivalent services.

External services. Bio Stefan is entitled to perform the services itself or to use competent third parties for the performance of the services (third party service).

Divisible services. In case of divisible services Bio Stefan is entitled to make partial deliveries.

Expiration. The customer has to collect all services ordered from Bio Stefan or handed over to Bio Stefan for processing in due time. In case the collection does not take place in due time, Bio Stefan is entitled to dispose of the services after six months at the expense of the customer.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events - in particular default of the customer in the performance of his obligations as well as for Bio Stefan unforeseeable and unavoidable delays at Bio Stefan or Bio Stefan's contractors - extend deadlines or postpone deadlines by the duration of the unforeseeable and unavoidable event plus the duration of the organizational measures necessary in such a case. Bio Stefan shall inform the customer thereof in writing.

Cooperation obligations of the customer. The customer shall provide Bio Stefan without delay, without request and in processable form, with all information in writing and shall provide all services which are necessary for the performance of the services by Bio Stefan.

This includes, in particular, the provision of a contact person for the execution of the contract, the provision of documents, materials and equipment, the coordination of order details and the acceptance (release) of partial services and performances.

If the necessity of the provision of information or services by the customer becomes known only during the performance of the services by Bio Stefan, the customer shall provide such information or services without undue delay.

The client shall himself check the information and services provided by him for their suitability, correctness and legality.

The customer is liable for all damages caused by defective, delayed or omitted cooperation of the customer and in particular also for the additional expenses incurred by Bio Stefan as a result. If Bio Stefan is not able to perform the services as agreed due to defective, delayed or omitted cooperation of the customer, Bio Stefan is also entitled, without prejudice to other rights, to interrupt the performance of the services, to postpone other services for other customers and to continue the performance of the services for the customer only after the completion of these services, provided that the customer has fulfilled its obligations to cooperate until then, whereby all dates and deadlines are postponed.

If claims are made against Bio Stefan by third parties due to an infringement of rights in connection with information or services provided by the client, the client shall furthermore indemnify and hold Bio Stefan harmless and support Bio Stefan in the defense against any claims of third parties.

Interventions of the client. If the customer interferes with the services of Bio Stefan in an unauthorized way and makes changes, he is liable for the resulting additional expenses of Bio Stefan, e.g. for inspection, documentation, determination of defects, allocation of defects, elimination of defects.

Verification obligations of Bio Stefan. Bio Stefan is only liable for the fact that the services provided by Bio Stefan are not illegal per se (e.g. use of a copyrighted work without the consent of the author).

However, Bio Stefan has no obligation to legally examine the services created by Bio Stefan for any infringement of third party rights or for any infringement of rights arising from the type of use planned by the client (e.g. the use of a graphic as a logo). The client has to carry out these legal examinations, in particular in administrative-, criminal-, competition-, trademark-, musterschutz-, copyright-, personality- and data protection-legal regard himself or to let carry out by an accordingly trained legal expert.

As far as Bio Stefan points out the necessity of an additional legal examination of services also with regard to other rights or to other risks before placing the order or during the order after new details of the order have become known, the liability for the performance of this legal examination with regard to other rights or for the taking of these risks in the case that there have been duties of clarification or examination on the part of Bio Stefan is transferred to the client. The service of Bio Stefan is thus considered to have been rendered properly and in accordance with the agreement.

Secrecy & Non-Solicitation

 

Secrecy. The client has to keep secret all known information worthy of secrecy about Bio Stefan, their projects and their other clients and is not allowed to use them for himself or for third parties. This agreement is valid also beyond a possible end of the contract. In case of a violation of this obligation a contractual penalty in the amount of EUR 50.000,00 per violation has to be paid.

Non-solicitation. The client may not entice away other clients or employees of Bio Stefan. This agreement is valid for three years beyond the end of the contract. In case of a violation of this obligation a contractual penalty in the amount of EUR 50.000,00 per violation is to be paid.

Charge

 

Prices. All prices are quoted ex place of business of Bio Stefan in Euro incl. value added tax in the legal amount.

Additional services. All services of Bio Stefan, which are not expressly compensated by the agreed fee, like in particular later agreed upon additional services, are separately remunerated.

Advance payment of costs. Bio Stefan is entitled to demand advances on costs to cover its own expenses.

Partial services. Bio Stefan is entitled to charge for partial services.

Price adjustment. In case of contracts for an indefinite period of time as well as in case of contracts with automatic extension of the contract period, Bio Stefan is entitled to make an appropriate price adjustment annually, taking into account factors such as inflation, consumer and producer price index, collective bargaining agreements, currency fluctuations as well as similar external factors beyond Bio Stefan's control.

Also otherwise Bio Stefan is entitled to make an appropriate price adjustment for individual services after conclusion of the contract, if the costs of these services increase by more than 5% without Bio Stefan being able to influence this. Consumers are also entitled to a reduction of the fee if the opposite conditions are fulfilled.

Payment

 

Due date The invoices of Bio Stefan are due without any deduction from the date of invoice. The service provision takes place in principle only after complete payment.

Payability for online business. In the case of online transactions, Bio Stefan's invoices must be paid when the order is placed.

Retention of title. Until full payment has been made by the customer, a retention of title in favor of Bio Stefan to the goods delivered by Bio Stefan until full payment of the purchase price and all related interest and costs is agreed upon.In case of default, Bio Stefan is entitled to assert rights arising from the retention of title. In this case the customer agrees to the collection of the goods by Bio Stefan. The assertion of the retention of title by Bio Stefan does not cause a withdrawal from the contract, unless Bio Stefan explicitly declares the withdrawal from the contract.

In case of resale of the goods by the customer, the customer assigns his claim against the buyer to Bio Stefan for the purpose of security. Bio Stefan is entitled to notify the buyer of this assignment.

Default of payment. In the event of late payment, interest in the amount of 9% per annum shall be paid. The customer shall bear all costs and expenses associated with the collection of the claim, such as, in particular, collection fees or other costs necessary for an appropriate legal prosecution.

Continued default of payment. After unsuccessful reminder of the client under setting of a grace period of at least 7 days, Bio Stefan may immediately call due all services and partial services already rendered, also in the context of other contracts concluded with the client, and temporarily suspend the rendering of services not yet paid for until full payment of all outstanding fee claims.

After fruitless expiry of another week Bio Stefan is entitled to withdraw from all contracts and in addition to the payment of the already rendered services to claim the compensation of the lost profit. Therewith Bio Stefan is also entitled not to perform or to discontinue already paid services, if savings result from the discontinuation of the service and to set off the savings against the outstanding claims.

Regardless of these options, Bio Stefan may, of course, file a lawsuit with the court immediately after the due date.

Payment by installments. As far as Bio Stefan and the client conclude an agreement on payment by installments, loss of time shall be deemed to be agreed in case of late payment of even one installment.

Liability

Warranty. Insofar as parts of the Contractor's performance have a warranty granted by a third party, this warranty shall be enforced directly with the third party (e.g. manufacturer's warranty).

In case of a guarantee promise by Bio Stefan the period for the assertion of the guarantee claim begins with handing over. The warranty claim expires six months after the customer has become aware of the occurrence of the warranty case, at the latest, however, at the expiry of the warranty period.

Warranty. The statutory provisions of warranty law apply. Furthermore, any additional warranties or after-sales services granted within the scope of the product description shall apply.

Natural products. Since our products may also be equipped with wooden elements, which are natural products, patina, discoloration as well as changes in the material and grain may occur after purchase. In this respect, they are reasonable for the buyer and do not constitute a defect. This applies in particular if the adverse change is due to a breach of duty of care on the part of the purchaser for which he is responsible, e.g. due to incorrect storage, natural wear and tear, moisture, strong heating/cold, sunlight, insufficient/too high humidity, other temperature or weather influences and improper handling.

Damages and other claims. Claims for damages and claims based on other liability regulations, especially recourse claims, of the customer are excluded, as far as they are not based on gross negligence or intent of Bio Stefan.

Excluded from this disclaimer are claims based on personal injury and on other non-dispositive liability provisions.

Protective effect in favor of third parties. It is expressly agreed that this agreement shall not have any protective effect in favor of third parties.

Online dispute resolution

Online dispute resolution platform for consumers. For the settlement of disputes with consumers, the EU has established an online dispute resolution platform. Bio Stefan decides on a participation in a dispute resolution procedure on a case-by-case basis. For questions regarding dispute resolution, Bio Stefan is available at office@bio-stefan.at.

Final provisions

Applicable law. All legal relations and facts between the customer and Bio Stefan are exclusively governed by Austrian law under exclusion of the international rules of reference.

 

Mandatory consumer law. If the professional or commercial activity of Bio Stefan is directed to the home country of the consumer, the protection offered to the consumer by the mandatory laws of the country of residence remains unaffected by the agreed applicable law.