Terms of service
General Terms and Conditions of the
Bizibits Sales GmbH
(As of 01.01.2023)
PREAMBLE
These General Terms and Conditions form the basis of every contract concluded between Bizibits Sales GmbH, Haidfeldstrasse 33 Top 0.4., 4060 Leonding, Upper Austria, hereinafter "BIO Stefan", and its customers, hereinafter "Customer".
BIO Stefan offers, in particular, services in the areas of corporate management (consulting, planning, and conception), marketing and web design (online marketing & sales, customer service takeover, webshop creation, creation and maintenance of social media presence), sales (selling and reselling), trade and logistics (storage and fulfillment), as well as the purchase and sale of goods via the online shops operated by Bizibits, especially on.
as well as all other webshops and trading platforms operated by Bizibits.
This is a browser-based platform on which Bizibits promotes products from itself and contract partners and offers them for sale via an integrated webshop. The contract language is German or English.
Validity
Contractual basis. Bio Stefan concludes contracts and provides 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 brochures), price lists, and these General Terms and Conditions.
The descriptions of services, price lists, and General Terms and Conditions apply, insofar as they are not merely project-specific (e.g., individual documents), to all legal relationships between Bio Stefan and the client and thus automatically form the basis for all further contracts between Bio Stefan and the respective client from the first contract conclusion in the most current version, even if these price lists, product descriptions, and General Terms and Conditions are no longer explicitly referenced.
Future changes. Changes to the descriptions of services, price lists, and General Terms and Conditions of Bio Stefan will be communicated to the client in writing and are considered agreed upon if the client does not object within four weeks.
From the validity of the new agreement, the changes to the General Terms and Conditions also apply to all other ongoing contracts.
Additional agreements. All forms of additional agreements, both before contract conclusion and during the contract term, require written form to be valid.
Contract components from the client. Specifications from the client regarding the service content only become part of the contract, even with Bio Stefan's knowledge, if they are integrated into the offer by Bio Stefan or otherwise expressly accepted by Bio Stefan, for example by reference to these specifications.
Legally shaping elements from the client, such as General Terms and Conditions or contractual clauses, only become effective even with Bio Stefan's knowledge if they are expressly accepted by Bio Stefan with an additional note explicitly covering these legal texts (e.g., "GTC accepted"). Otherwise, Bio Stefan expressly objects to the inclusion of legally shaping elements, such as General Terms and Conditions or contractual clauses, from the client.
The mere acceptance of specifications regarding the client's service content by Bio Stefan does not constitute acceptance of the client's legal texts, even if these specifications contain legally shaping elements (such as "Our GTC apply.").
Procedure in case of contradictions. In the event of contradictions between the offer, any descriptions of services (project-specific documents, general documents), any price lists, and the General Terms and Conditions of Bio Stefan, these shall apply in the stated order. The more specific components therefore automatically modify the more general components of the contract.
In the event of contradictions between contract elements from Bio Stefan and contract elements from the client, all contract elements from 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 always non-binding and without obligation.
Offer by the client. If the client places an order based on an offer or unsolicited, i.e., without a prior offer from Bio Stefan, for example in the case of additional orders in ongoing business relationships, the client is bound to this order for one week from its receipt by Bio Stefan.
Acceptance by Bio Stefan. The contract therefore only comes into effect upon acceptance of the order by Bio Stefan.
Acceptance must generally be made in writing, e.g., by order confirmation, unless Bio Stefan clearly indicates acceptance of the order through actions visible to the client.
A mere confirmation of receipt of the order does not yet constitute acceptance of the order.
Scope of services, order processing, and client's cooperation obligations
Scope of services. The scope of services to be provided results from the written service description of Bio Stefan derived from all contract components. Information not included in the offer from other sources (e.g., presentation materials, websites, or catalogs) is not part of the service description.
The client is obliged to check the service description for compliance with their requirements and completeness. Our written order confirmation is decisive for the scope of delivery.
We reserve the right to customary, reasonable color and texture deviations for the buyer. After the order is placed, changes to the service description are only possible by mutual agreement and may in particular lead to changes in prices, deadlines, and dates.
Professional service. Unless otherwise specified in the written service description, Bio Stefan owes a professional execution according to the time of the offer. Within the scope of the written service description, Bio Stefan has freedom of design in performing the services, provided there are several professional options for execution.
Interchangeable services. As far as this is consistent with the objectives of the contract, Bio Stefan is entitled to deviate from the service description and replace services with other equivalent services.
Third-party services. Bio Stefan is entitled to perform the services itself or to use knowledgeable third parties in providing the services (third-party service).
Divisible services. For divisible services, Bio Stefan is entitled to make partial deliveries.
Expiry. The client must collect all services commissioned from Bio Stefan or handed over to Bio Stefan for processing within the deadline. If collection does not take place within the deadline, Bio Stefan is entitled to dispose of the services at the client's expense after six months.
Unforeseeable or unavoidable events. Unforeseeable or unavoidable events – in particular the client's default in fulfilling their obligations as well as unforeseeable and unavoidable delays for Bio Stefan or Bio Stefan's contractors – extend deadlines or postpone dates by the duration of the unforeseeable and unavoidable event plus the duration of the necessary organizational measures in such a case. Bio Stefan must inform the client of this in writing.
Client's cooperation obligations. The client must immediately, without request, and in a processable form, provide BIO Stefan with all information in writing and supply all services necessary for the provision of services by BIO Stefan.
Clients are obliged to inform before placing an order if the client is a company. If the client is registered in the European Union outside Austria and has a VAT number, the order must be placed by email stating the correct billing address and VAT number. Orders already placed via the online shop are automatically processed as end-customer invoices, and the applicable tax rate of the destination country will be charged. Subsequent changes to the invoice are then no longer possible.
This includes in particular providing a contact person for contract processing, supplying documents, materials, and facilities, coordinating order details, and accepting (approving) partial and complete services.
If the necessity to provide information or services by the client only becomes known during the provision of services by BIO Stefan, the client must provide these without delay.
The client must check the suitability, accuracy, and legality of the information and services provided by them.
The client is liable for all damages caused by defective, delayed, or omitted cooperation by the client, and in particular for any additional effort incurred by BIO Stefan as a result. If BIO Stefan cannot perform the services as agreed due to defective, delayed, or omitted cooperation by the client, BIO Stefan is, without prejudice to other rights, also entitled to interrupt the execution of the service, insert other services for other clients, and only resume the execution of the services for the client after completing these services, provided the client has fulfilled their cooperation obligations by then, which will shift all deadlines and timeframes.
If BIO Stefan is held liable by third parties due to a legal violation related to information or services provided by the client, the client must also indemnify and hold harmless BIO Stefan and assist in defending against any claims from third parties.
Interventions by the client. If the client intervenes in BIO Stefan's services in an unauthorized manner and makes changes, they are liable for the additional effort incurred by BIO Stefan, e.g. for re-examination, documentation, defect detection, defect allocation, defect correction.
Review obligations of BIO Stefan. BIO Stefan is only liable to ensure that the services provided by BIO Stefan are not inherently unlawful (e.g. use of a copyrighted work without the consent of the author).
However, BIO Stefan has no obligation to legally review the services created by BIO Stefan for any infringement of third-party rights or possible legal violations arising from the manner of use planned by the client (e.g. using a graphic as a logo). The client must carry out these legal reviews themselves or have them carried out by a suitably qualified legal expert, especially with regard to administrative, criminal, competition, trademark, designation, design protection, copyright, personality, and data protection law.
If BIO Stefan points out the necessity of an additional legal review of services also regarding other rights or other risks before the order is placed or during the order after new order details become known, liability for carrying out this legal review regarding other rights or for assuming these risks, in the case that BIO Stefan had duties to inform or review, passes to the client. The service provided by BIO Stefan is thus considered properly and contractually performed.
Confidentiality & Non-solicitation
Confidentiality. The client must keep all confidential information known to them about BIO Stefan, its projects, and its other clients secret and may not exploit it for themselves or third parties. This agreement also remains in effect beyond any contract termination. In case of violation of this obligation, a contractual penalty of EUR 50,000.00 per violation is payable.
Non-solicitation. The client may not solicit other clients or employees of BIO Stefan. This agreement remains in effect for three years beyond any contract termination. In case of violation of this obligation, a contractual penalty of EUR 50,000.00 per violation is payable.
Fee
Prices. All prices are understood as ex works or office of BIO Stefan in euros including VAT at the statutory rate.
Additional services. All services from BIO Stefan that are not expressly covered by the agreed fee, especially later agreed additional services, will be remunerated separately.
Cost advance. BIO Stefan is entitled to request cost advances to cover its own expenses.
Partial services. BIO Stefan is entitled to charge for partial services.
Price adjustment. For contracts of indefinite duration as well as for contracts with automatic extension of the contract period, BIO Stefan is entitled to make an annual reasonable price adjustment taking into account factors such as inflation, consumer and producer price indices, collective agreement conclusions, currency fluctuations, and similar external factors not influenced by BIO Stefan.
Otherwise, BIO Stefan is also entitled, after conclusion of the contract, to make a reasonable price adjustment for individual services if the costs of these services increase by more than 5% without BIO Stefan being able to influence this. Consumers also have a claim to a reduction of the fee if the opposite conditions apply.
Payment
Due date Invoices from BIO Stefan are due without any deduction from the invoice date. Service provision generally takes place only after full payment.
Payability in online transactions. In online transactions, invoices from BIO Stefan are payable upon order placement.
Retention of title. Until full payment by the client, a retention of title in favor of BIO Stefan on the goods delivered by BIO Stefan until full payment of the purchase price and all associated interest and costs is agreed. In case of default, BIO Stefan is entitled to assert rights from the retention of title. The client agrees to the collection of the goods by BIO Stefan in this case. The assertion of the retention of title by BIO Stefan does not constitute a withdrawal from the contract, unless BIO Stefan expressly declares withdrawal from the contract.
In the event of resale of the goods by the client, the client assigns his claim against the buyer to BIO Stefan for the purpose of securing it. BIO Stefan is entitled to notify the buyer of this assignment.
Default in payment. In the event of late payment, interest at the rate of 9% per annum is to be paid. The client shall bear all costs and expenses associated with the collection of the claim, such as collection fees or other costs necessary for appropriate legal enforcement.
Continued default in payment. After an unsuccessful reminder to the client with a grace period of at least 7 days, BIO Stefan can immediately demand payment for all services and partial services already rendered, including those under other contracts concluded with the client, and temporarily suspend the provision of unpaid services until full payment of all outstanding fee claims.
After the fruitless passing of another week, BIO Stefan is entitled to withdraw from all contracts and, in addition to payment for services already rendered, to claim compensation for lost profits. This also entitles BIO Stefan to not perform or to discontinue services already paid for, provided that discontinuing the service results in savings and these savings are offset against the outstanding claims.
Regardless of these options, BIO Stefan can of course also file a lawsuit immediately after the due date has passed.
Installment payment. As far as BIO Stefan and the client conclude an installment payment agreement, loss of deadline in case of non-timely payment of even one installment is considered agreed.
Liability
Warranty. Insofar as parts of the contractor's services are covered by a warranty granted by a third party, this warranty must be asserted directly with the third party (e.g. manufacturer's warranty).
In the event of a warranty commitment by Bio Stefan, the period for asserting the warranty claim begins upon delivery. The warranty claim expires six months after the client becomes aware of the warranty case, but at the latest upon expiry of the warranty period. If the content of the warranty is not apparent from the warranty commitment, Bio Stefan is liable for the usual assumed properties.
Warranty. The statutory provisions of warranty law apply. In addition, any guarantees or customer services granted within the product description may also apply.
Natural products. Since our products may also be equipped with wooden elements, which are natural products, patina, discolorations, as well as changes in the material and grain may occur after purchase. These are reasonable for the buyer and do not constitute a defect. This applies especially if the adverse change is due to a self-inflicted breach of duty of care by the buyer, e.g., due to improper storage, natural wear, moisture, extreme heat/cold, sunlight, insufficient/excessive humidity, other temperature or weather influences, and improper handling.
Compensation and other claims. Claims for damages and claims under other liability regulations, especially recourse claims, of the client are excluded unless they are based on gross negligence or intent by Bio Stefan.
Claims due to personal injury and other non-dispositive liability provisions are excluded from this disclaimer of liability.
Protective effect in favor of third parties. It is expressly agreed that this contract does not create any protective effect in favor of third parties.
Online dispute resolution
Online dispute resolution platform for consumers. To resolve disputes with consumers, the EU has established an online dispute resolution platform. Bio Stefan decides on participation in a dispute resolution procedure on a case-by-case basis. For questions about dispute resolution, Bio Stefan is available at office@bio-stefan.at.
Final provisions
Applicable law. Austrian law exclusively applies to all legal relationships and matters between the client and Bio Stefan, excluding international conflict of law rules.
As far as legally permissible, the jurisdiction of the court locally and materially responsible for 4060 Leonding, Austria, is agreed.
Mandatory consumer law. If the professional or commercial activity of Bio Stefan is directed at the consumer's home country, the protection provided by the mandatory legal provisions of the consumer's country of residence remains unaffected by the agreed applicable law.
