General terms and conditions
General Terms and Conditions
of best systems GmbH
Version: May 2026
Company Details
best systems GmbH
Siebenhirtenstraße 12A, Objekt 5
1230 Vienna
Austria
- 1 Scopeof Application
(1) best systems GmbH (hereinafter referred to as the "Seller") shall enter into contracts exclusively with entrepreneurs within the meaning of § 1 Austrian Commercial Code (hereinafter referred to as the "Buyer"), who acquire the offered products and services for the purpose of their commercial or independent professional activity. By placing an order, the Buyer confirms that it is acting as an entrepreneur.
(2) These General Terms and Conditions (hereinafter "GTC") shall also apply to future business relationships, even if this is not expressly agreed upon in individual cases. Any deviating or supplementary GTC of the Buyer are hereby expressly objected to; such terms shall only become part of the contract if the Seller expressly consents thereto in writing.
- 2 Formationof Contract
(1) Acceptance of an offer by the Buyer shall be effected by transmission of an Order Confirmation by the Seller. Order Confirmations shall be transmitted exclusively by e-mail or by post. The Buyer shall be obliged to review the Order Confirmation without undue delay for correctness and to give notice of any errors without undue delay.
(2) Upon request — by telephone, e-mail, or in writing — the Seller shall be pleased to provide the Buyer with an individually prepared binding offer. In such case, the contract shall be concluded upon written acceptance of the offer by the Buyer. An Order Confirmation shall also be transmitted in such case.
(3) The Seller may accept an offer by the Buyer within five business days. If no acceptance is made within this period, the offer shall be deemed rejected and the Buyer shall no longer be bound by its declaration.
(4) Subsequent amendments to the contract shall require a new written Order Confirmation by the Seller.
(5) The languages of contract are German and English. Any English translations serve exclusively for explanatory purposes; in case of doubt, the German version shall prevail.
(6) Order processing and communication shall generally be conducted by e-mail. The Buyer shall ensure that the e-mail address provided by it is correct and that e-mails from the Seller can be received, in particular by means of appropriate settings for any spam filters.
(7) The Buyer shall have a right of withdrawal following conclusion of the contract only in the cases provided for by law. In the event of a mutually agreed cancellation, the Buyer shall be obliged to reimburse the costs incurred up to that point as well as a flat-rate cancellation fee of 7% of the order value, unless higher actual costs are demonstrated.
- 3 Pricesand Payment Terms
(1) Unless otherwise stated in the offer or the Order Confirmation, all prices shall be understood as net prices plus the applicable statutory value-added tax. Any delivery and shipping costs shall be stated separately.
(2) For deliveries to countries outside the European Union, additional costs may arise that shall be borne by the Buyer, in particular customs duties, import charges, and costs of money transfer.
(3) Where advance payment by bank transfer has been agreed, such payment shall be due immediately upon conclusion of the contract, unless the parties have agreed upon a later due date.
(4) The available payment modalities shall be communicated to the Buyer in the offer or the Order Confirmation.
(5) The Buyer shall be entitled to set off against claims of the Seller only with undisputed or legally established counterclaims. A right of retention shall accrue to the Buyer only in respect of claims arising from the same contractual relationship.
(6) In the event of default in payment, default interest at a rate of 9.2 percentage points above the applicable base interest rate per annum shall be payable (§ 456 Austrian Commercial Code). The Seller shall further be entitled to claim reasonable reminder fees as well as actual damages.
(7) In the event of default in payment, the Seller shall be entitled to withhold further deliveries until full payment of all outstanding claims, as well as to cancel orders already in production at the Buyer's expense.
- 4 Performance/ Services
(1) The products of best systems GmbH are modular systems. The specific scope of services shall be determined by the respective order and the associated Order Confirmation.
(2) The prints manufactured by the Seller are reusable, provided they are treated in accordance with the product description.
(3) Deviations in structure, colour, and/or luminous intensity of the prints compared to previous orders are reserved, insofar as these are attributable to the nature of the materials used, are customary in trade, and are technically unavoidable. Due to changes in materials or technical further developments, colour deviations may occur in subsequent reproductions; no liability shall be assumed for such technically unavoidable deviations.
(4) The prints are designed for the system frames developed by best systems GmbH. Should frame systems of other manufacturers be used, best systems GmbH shall provide no warranty therefor.
- 5 Obligationsto Cooperate for Prints; Processing According to Individual Specifications
(1) The Buyer shall be obliged to provide the Seller with all information required for the production of the prints (hereinafter "Print Data") in full and in due time.
(2) Where the Print Data is transmitted by the Buyer in compliance with the following requirements, this shall constitute a binding print release without any separate release declaration being required. The following shall be required: the order number, name and customer number of the Buyer, a complete list of the files to be printed in the formats PDF, JPG (JPEG) or TIFF with clear assignment to the positions of the Order Confirmation, specification of the scale, and explanation of any special colours. Where applicable, information on so-called transitional motifs (motifs spanning several individual frames) together with a preview file shall also be provided.
(3) If the print data is not received within the deadline specified by the Seller, but at the latest 14 business days before the agreed delivery date, timely delivery cannot be guaranteed. The Seller reserves the right to deliver and invoice the remaining goods nonetheless. Any additional costs for a subsequent dispatch of the prints shall be borne by the Buyer.
(4) The Buyer shall provide the Seller with all content (texts, images, graphics) required for processing in the prescribed file formats and quality requirements, and shall grant the necessary rights of use therefor. The Buyer shall be solely responsible for obtaining and acquiring such rights. The Buyer declares and warrants that it is entitled to use the content provided and that such use does not infringe upon any third-party rights — in particular copyrights, trade mark rights, or personal rights.
(5) The Buyer shall indemnify and hold harmless the Seller from and against all third-party claims arising in connection with an infringement of their rights through the contractual use of the Buyer's content, including the costs of any legal defence. This shall not apply insofar as the infringement of rights is not attributable to the Buyer.
(6) The Seller shall be entitled to refuse processing orders if the content provided violates statutory or regulatory prohibitions or contravenes public policy (*boni mores*).
- 6 ReferenceUse
(1) The Buyer hereby grants best systems GmbH the non-exclusive, temporally unlimited, and royalty-free right to use its company name and company logo for reference, marketing, and presentation purposes.
(2) Reference use shall include in particular the display on websites, in presentations, and in other analogue and digital communication media of best systems GmbH.
(3) The Buyer may object to reference use at any time in writing. Upon receipt of such objection, best systems GmbH shall cease further use.
- 7 Deliveryand Shipping Terms
(1) Shipping shall be effected, unless expressly agreed otherwise, at the cost and risk of the Buyer. The transfer of risk to the Buyer shall also apply where the Seller bears the shipping costs. Any customs costs and import duties shall be borne by the Buyer.
(2) Risk shall pass to the Buyer as soon as the Seller has handed over the goods to the carrier, freight forwarder, or any other person entrusted with the dispatch; this shall also apply in the case of partial deliveries.
(3) For delivery by freight forwarding company, delivery shall be made free to kerbside, i.e. to the nearest public kerbside of the delivery address, unless otherwise agreed.
(4) If delivery fails for reasons attributable to the Buyer, the Buyer shall bear the reasonable additional costs incurred by the Seller as a result.
(5) The Seller shall be entitled, but — even in the case of international deliveries — not obliged, to take out transport insurance. The costs of any transport insurance shall be borne by the Buyer.
(6) Should the Seller have agreed to handle customs clearance, it shall assume no liability therefor. Customs declarations shall be made by a specialist service provider selected by the Seller.
(7) The Seller reserves the right to dispatch prints independently of the dispatch of the hardware, at its own cost, at an earlier point in time.
(8) The Seller reserves the right to withdraw from the contract in the event of non-performance by upstream suppliers for which the Seller is not responsible, provided that the Seller has concluded a specific cover transaction with due diligence. In the event of unavailability or only partial availability of the goods, the Buyer shall be informed without undue delay; payments already made shall be refunded immediately.
(9) If the Buyer fails to accept the goods at the agreed time, the Buyer shall be in default of acceptance. In such case, the Seller shall be entitled to charge reasonable storage and provision costs, and, after setting a reasonable additional deadline, to withdraw from the contract and claim damages.
- 8 Delivery Period
(1) A delivery period stated in the offer or the Order Confirmation shall commence at the earliest upon dispatch of the Order Confirmation.
(2) For prints, the delivery period shall not commence to run for as long as the Print Data pursuant to §5 has not been fully received by the Seller. A binding delivery period for prints may only be specified after receipt of the complete Print Data.
(3) In the event of subsequent amendments to the contract, the date stated in the new Order Confirmation shall apply. Verbal commitments regarding dates shall not be binding without a separate written confirmation.
(4) If performance is temporarily impossible or materially impeded due to force majeure or other extraordinary circumstances for which the Seller is not responsible, the agreed delivery period shall be extended by the duration of the impediment to performance.
- 9 Installation and Assembly Services
Where the Seller is contractually obliged, in addition to the delivery of goods, to perform installation or assembly at the Buyer's premises as well as any preparatory measures (e.g. measurement surveys), the following provisions shall apply:
(1) The Seller shall perform the services at its own discretion either in person or through qualified personnel selected by it; it shall be entitled to engage third parties (subcontractors) for this purpose. The Buyer shall have no right to demand the selection of any specific person, unless the service description provides otherwise.
(2) The Buyer shall provide the Seller with all information required for the performance of the services in full and truthfully, insofar as the procurement of such information does not fall within the Seller's responsibility.
(3) Following conclusion of the contract, the Seller shall contact the Buyer to agree upon an appointment. The Buyer shall ensure that the Seller and/or its personnel are granted the required access at the agreed time.
(4) The risk of accidental destruction and accidental deterioration of the goods shall pass to the Buyer only upon completion of the assembly works and handover to the Buyer.
- 10 Repair Services
Where the Seller is contractually obliged to repair an item belonging to the Buyer, the following provisions shall apply:
(1) Repair services shall be provided at the Seller's registered office, unless otherwise agreed.
(2) The Seller shall perform the services at its own discretion either in person or through suitable personnel; it shall be entitled to engage subcontractors.
(3) The Buyer shall communicate to the Seller all information required for the repair, in particular a comprehensive description of the defect and all circumstances that may have caused the identified defect.
(4) Unless otherwise agreed, the Buyer shall send the item to be repaired to the Seller's registered office at its own cost and risk. Taking out transport insurance and using appropriate packaging is recommended.
(5) Return shipment shall be at the Buyer's expense. Risk shall pass to the Buyer upon handover of the item to a suitable carrier at the Seller's registered office. Upon the Buyer's request, the Seller shall take out transport insurance.
(6) The Seller shall be liable for defects in the repair services performed in accordance with the general statutory warranty provisions.
- 11 Rental of Goods
(1) The rental of goods shall take place, unless expressly agreed otherwise, against advance payment of the rental fee for the entire rental period.
(2) Parts manufactured according to individual specifications (cf. §5) of the goods delivered within the scope of a rental — such as prints — shall become the property of the Buyer upon payment of the agreed purchase price.
(3) Upon return of the rented goods, the Seller shall inspect their condition; a reasonable period of at least one week shall be deemed granted for this purpose.
(4) The return or return shipment of the rented item shall be at the cost and risk of the Buyer.
(5) In all other respects, the general statutory provisions for lease relationships under the Austrian Civil Code shall apply.
- 12 Retention of Title
(1) The delivered goods shall remain the property of the Seller until full payment of all claims arising from the business relationship.
(2) Pledging or transfer of title by way of security of the Reserved Goods shall be inadmissible. In the event of attachments or other access by third parties, the Buyer shall immediately notify the Seller and provide all necessary information and documents.
(3) The Buyer shall be entitled to resell the Reserved Goods in the ordinary course of business. The Buyer hereby assigns to the Seller the claims arising from any resale in the amount of the invoice value; the Seller hereby accepts such assignment. The Buyer shall remain authorised to collect such claims; however, the Seller shall be entitled to collect claims itself insofar as the Buyer fails to meet its payment obligations.
(4) If Reserved Goods are processed or mixed with other items, the Seller shall acquire co-ownership of the new item in proportion to the value of the Reserved Goods relative to the other processed or mixed items.
- 13 Warranty (Liability for Defects)
(1) As the Buyer is acting as an entrepreneur within the meaning of § 1 Austrian Commercial Code, it shall be subject to the commercial duty to inspect and give notice of defects pursuant to § 377 Austrian Commercial Code. The delivered goods shall be inspected without undue delay upon receipt for completeness, transport damage, and obvious defects. Defects and incorrect quantities shall be notified to the Seller without undue delay, at the latest within one week of delivery, in writing or in text form (i.e. a legible, durable declaration not requiring a handwritten signature); for prints, a notice of defect shall be given at the latest within 10 days. Latent defects shall be reported without undue delay upon their discovery. If the Buyer fails to give timely notice, the goods shall be deemed approved.
(2) In the event of a defect, the Buyer shall initially be entitled to the remedies of improvement or replacement (primary warranty remedies). If improvement or replacement is impossible or involves disproportionately high costs for the Seller, or if the Seller refuses improvement or replacement or fails to fulfil these obligations within a reasonable period, the Buyer may demand a reduction in price or — in the case of material defects — rescind the contract (rescission on grounds of defects under Austrian law). The warranty period shall be one year from delivery of the goods.
(3) The agreed reduction of the warranty period shall not apply to claims for damages or reimbursement of expenses by the Buyer, to fraudulently concealed defects, or to goods that have been incorporated into a structure in accordance with their customary use and have caused its defectiveness.
(4) Insofar as guarantees are provided in the product description or otherwise, prints shall be excluded from such guarantees.
- 14 Intellectual Property, Trade Mark and Usage Rights
(1) Plans, designs, prototypes, files, and other work results of the Seller are protected by copyright; the provisions of the Austrian Copyright Act shall be deemed agreed between the parties, even if the level of originality required pursuant to § 1 of the Austrian Copyright Act is not attained in individual cases.
(2) Usage rights to preliminary drafts, variants, and studies shall not be transferred, as these serve exclusively for the purposes of decision-making. Any imitation or other use of the Seller's designs without express authorisation is prohibited. The release of editable files shall require an express separate agreement and shall be subject to separate remuneration.
(3) The Seller reserves all proprietary and copyright interests in all offers, documents, cost estimates, drawings, images, data, and plans created by it. Disclosure to third parties without the express written consent of the Seller is inadmissible. Any usage rights granted shall, in case of doubt, be non-exclusive and limited to the expressly agreed purpose.
(4) The use of the Seller's trade marks as well as company and trade names for any advertising, remarketing, or other communication in connection with the Seller's products and services is prohibited without its express authorisation.
(5) The Seller reserves the right to refer to its cooperation with the Buyer in an appropriate form in publications, at trade fairs, and in its own advertising media, and to use images of the respective product for illustrative purposes, provided no apparent overriding interests of the Buyer preclude this.
(6) Photographs and product images created by the Seller may only be used by the Buyer insofar as the Seller has expressly made these available as advertising material for the marketing of its products.
- 15 Liability
(1) The Seller shall be liable without limitation for damages resulting from wilful misconduct or gross negligence, as well as in accordance with the Austrian Product Liability Act. For slight negligence, the Seller shall be liable for damages arising from injury to life, limb, or health of persons.
(2) Otherwise, the Seller shall be liable for slight negligence only in the event of a breach of a material contractual obligation, the fulfilment of which is essential to the proper performance of the contract and upon compliance with which the Buyer may reasonably rely. In such case, liability shall be limited in amount to the foreseeable, typical damages at the time of conclusion of the contract. This limitation of liability shall also apply for the benefit of the Seller's vicarious agents.
- 16 Final Provisions
(1) Should any individual provisions of these GTC be or become wholly or partially invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a valid rule that most closely corresponds to the economic purpose of the invalid provision.
(2) All legal relationships between the parties shall be governed exclusively by Austrian law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
(3) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the competent court at the Seller's registered office in Vienna, Austria. The Seller shall, however, be entitled to bring an action against the Buyer also at its general place of jurisdiction.
(4) The place of performance shall be the Seller's registered office in Vienna, Austria.
(5) Amendments and supplements to these GTC as well as to the respective contract shall require written form in order to be effective. This shall also apply to the waiver of the written form requirement itself. Verbal collateral agreements shall have no legal effect.
- 17 Data Protection
(1) The Seller shall process the Buyer's personal data exclusively within the scope of contract performance and for the fulfilment of statutory obligations. Further details may be found in the Data Protection Guidelines at:
https://www.best-systems.com/en/content/terms/privacy-policy.html
https://www.best-systems.com/en/content/terms/personal-data-protection-policy.html
The General Data Protection Regulation (GDPR) as well as the Austrian Data Protection Act shall apply.
