General Terms and Conditions

of the Contractor Almendo Technologies GmbH, hereinafter referred to as ALMENDO for short.

Applicability

Contract bases. ALMENDO concludes contracts and provides services exclusively on the basis of written offers prepared by ALMENDO, as well as the current version of any descriptions of services included in the offer (e.g. individual documents or general folders), price lists and these General Terms and Conditions.
The descriptions of services, price lists and General Terms and Conditions shall apply to all legal relationships between ALMENDO and the Client unless they are merely project-specific (e.g. individual documents) and shall therefore automatically form the basis of all further contracts between ALMENDO and the respective Client in the most current version from the first conclusion of the contract, even if these price lists, product descriptions and General Terms and Conditions are no longer expressly referred to.

Future changes. Changes to the descriptions of services, price lists and general terms and conditions of ALMENDO shall be notified to the client in writing and shall be deemed agreed if consumers do not object within four weeks or entrepreneurs do not object within two 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.

Additional agreements. All forms of additional agreements, both prior to conclusion of the contract and during the term of the contract, must be in writing in order to be valid. This also applies to entrepreneurs who deviate from the written form requirement.

Contract elements on the part of the client. Even if ALMENDO is aware of any specifications made by the Client with regard to the content of the Services, such specifications shall only become part of the contract if they are integrated into the offer by ALMENDO or otherwise expressly accepted by ALMENDO, for example by reference to such specifications.
Even if ALMENDO is aware of any legal elements coming from the Client, such as general terms and conditions or contractual clauses, these shall only become effective if they are accepted by ALMENDO with an additional note (e.g. "GTC Accepted") expressly covering these legal texts. Otherwise, ALMENDO expressly objects to the inclusion of legal elements, such as general terms and conditions or contractual clauses, of the Client.
The mere acceptance by ALMENDO of specifications concerning the Client's performance content shall therefore not result in the acceptance of legal texts of the Client, even if these specifications contain legal elements (e.g. "Our General Terms and Conditions shall 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 ALMENDO, these shall apply in the order stated. The more individual elements therefore automatically modify the more general elements of the contract.
In the event of contradictions between contractual elements of ALMENDO and contractual elements of the Client, all contractual elements of ALMENDO shall prevail.

Conclusion of Contract

Offer by ALMENDO. Offers by ALMENDO to the client, e.g. in the form of an individual offer to the client or a non-individualised offer such as an order form, catalogue or web shop, are without exception subject to confirmation and non-binding.

Offer by the client. If the Client places an order on the basis of an offer or also unsolicited, i.e. without a previous offer from ALMENDO, i.e. e.g. in the case of additional orders in current business relationships, the Client shall be bound to this order for a period of two weeks as an entrepreneur or for a period of one week as a consumer from its receipt by ALMENDO.

Accepted by ALMENDO. The contract shall therefore always only come into effect upon acceptance of the order by ALMENDO.
Acceptance must always be made in writing, e.g. by order confirmation, unless ALMENDO indicates that it is accepting the order, e.g. through action visible to the client on the basis of the order.
A mere confirmation of receipt of the order does not constitute acceptance of the order.

Scope of Services, Order Processing, and Cooperation Olbigations of the Client

Place of performance for entrepreneurs. The place of performance shall be the registered office of ALMENDO.

Scope of services. The scope of the services to be rendered shall be determined by ALMENDO's written description of services resulting from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogues) is not part of the service description.
The client is obliged to check the service description for compliance with his requirements and for completeness. After the order has been placed, changes to the service description are only possible by mutual agreement and can lead in particular to changes in prices, deadlines and dates.

Professional performance. Unless otherwise stipulated in the written description of services, ALMENDO shall be obliged to carry out the work in a professional manner in accordance with the time at which the offer was made. Within the scope of the written description of services, ALMENDO shall have design freedom in the execution of the services, insofar as there are several professional possibilities for execution.

Interchangeable services. Insofar as this is consistent with the objectives of the order, ALMENDO shall be entitled to deviate from the service description and to replace services with other equivalent services.

External services. ALMENDO shall be entitled to perform the services itself or to make use of competent third parties for the provision of the services (external service).

Agreed external services. In the event that the provision of a service as an external service has been agreed with the client (agreed external service), the contractual obligation consists exclusively in the provision of a third party. ALMENDO is therefore only obliged, in the case of agreed external services, to select someone else to perform the service on the basis of a separate contract with the client.
ALMENDO shall be entitled, at its discretion, to commission the external service in its own name or in the name of the client as well as for its own account or for the account of the client. If ALMENDO concludes the contract in its own name and / or for its own account, this shall take place exclusively in the interest of the client for the purpose of simplified contract and payment processing. The third party is therefore not active in the pursuit of ALMENDO's interests and is therefore not included in ALMENDO's interest pursuit programme and therefore not in ALMENDO's risk area.
ALMENDO is therefore not obliged to provide the concrete service in the case of agreed external services.
Since ALMENDO's performance consists exclusively of the provision of a third party, the Client shall be obliged, at ALMENDO's request at any time, to enter into the contract concluded by ALMENDO with the third party for agreed external services and to indemnify and hold ALMENDO harmless from and against any claims arising from this contractual relationship.

Divisible services. In the case of divisible services, ALMENDO shall be entitled to make partial deliveries.

Decay. The client must collect all services commissioned by ALMENDO or handed over to ALMENDO for processing in due time. In the event that the Services are not collected in due time, ALMENDO shall be entitled to dispose of the Services at the expense of the Client after three months with contractors or six months with consumers.

Dates and deadlines. Dates or deadlines specified by ALMENDO are non-binding unless expressly marked as binding.

Contract term. Contracts for an indefinite period may be terminated at the end of a month subject to a minimum term, if any, and subject to a notice period of 3 months.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events - in particular the Client's delay in fulfilling its obligations and unforeseeable and unavoidable delays on the part of ALMENDO or ALMENDO's contractors - shall extend deadlines or postpone deadlines by the duration of the unforeseeable and unavoidable event plus the duration of the organisational measures necessary in such a case. ALMENDO must inform the client of this in writing.

Obligations of the client to cooperate. The client must immediately provide ALMENDO with all information in writing, without request and in a form that can be further processed, and provide all services that are necessary for ALMENDO to render the services.
This includes in particular the provision of a contact person for contract processing, the provision of documents, materials and equipment, the coordination of order details and the acceptance (release) of partial services and performances.
If the need for the client to provide information or services only becomes known during ALMENDO's performance of the services, the client must submit this information or service without delay.
The customer must himself check the information and services provided by him for their suitability, correctness and legality.
The Client shall be liable for all damages resulting from defective, delayed or omitted cooperation by the Client, and in particular for any additional expenditure incurred by ALMENDO as a result. If ALMENDO is unable to perform the Services as agreed due to defective, late or omitted cooperation on the part of the Client, ALMENDO shall also be entitled, without prejudice to other rights, to interrupt the performance of the Services, to suspend other Services for other Clients and to continue the performance of the Services for the Client only after completion of such Services, provided that the Client has fulfilled its obligations to cooperate up to that point, as a result of which all dates and deadlines shall be postponed.
If claims are made against ALMENDO by third parties due to an infringement of rights in connection with information or services provided by the client, the client shall also indemnify and hold ALMENDO harmless and support ALMENDO in the defence against any claims by third parties.

Interventions by the client. If the client intervenes in ALMENDO's services and makes changes to them without authorisation and in a manner not agreed, he shall be liable for ALMENDO's additional costs incurred as a result, e.g. for inspection, documentation, defect detection, defect attribution, defect rectification.

ALMENDO's inspection obligations. ALMENDO is only liable for the fact that the services provided by ALMENDO are not illegal in themselves (e.g. use of a copyrighted work without the consent of the author).
However, ALMENDO shall have no obligation to legally check the services provided by ALMENDO for any infringement of the rights of third parties or for any infringement of rights resulting from the type of use intended by the client (e.g. the use of a graphic as a logo). The client must carry out these legal checks himself or have them carried out by an appropriately trained legal expert, in particular with regard to administrative law, criminal law, competition law, trademark law, design protection law, copyright law, personality law and data protection law.
To the extent that ALMENDO indicates the need for an additional legal review of Services, including with respect to other rights or other risks, prior to placing an order or during the course of the order after new order details become known, the liability for carrying out this legal review with respect to other rights or for assuming these risks shall pass to the Client in the event that ALMENDO has had obligations to inform or review the Services. ALMENDO's performance shall therefore be deemed to have been performed in accordance with the regulations and the agreement.

Rights to the services. In principle, ALMENDO or ALMENDO's licensors are entitled to all rights to the agreed services. The Client shall be entitled to use the Services to the extent agreed with ALMENDO or predefined by the Licensors after full payment of the agreed fee.
In the event that the scope has not been agreed, it shall include non-exclusive use for the Client's own use in the Client's company, not including the right to sublicense or transfer to third parties (or affiliated companies), without the right to modify the scope to the minimum required by law.
The client is aware that ALMENDO's services are often based on works or services of third parties with different licensing conditions. The Client must comply with these licence conditions for services or works of third parties which are part of ALMENDO's services or works.

Right to the final product. The client shall only have the right to use the service in the agreed form as an end product, but not to receive the basic information, work aids, intermediate results etc. necessary for the provision of the services. If this has not been agreed, ALMENDO shall not be obliged to store these fundamentals, work aids, intermediate results etc. after completion of the work.

Reference. ALMENDO shall be entitled to refer to ALMENDO and, if necessary, to another author for all services provided by ALMENDO for the Client and to use data such as the Client's name and logo, project description, project illustrations and the like as a reference or reference to the business relationship with the Client within the framework of ALMENDO's own advertising material, subject to the possibility of written revocation at any time, without the Client being entitled to a fee for this.

Secrecy and Non-Solicitation

Secrecy. The client must keep secret all information about ALMENDO, its projects and its other clients which he knows to be worthy of secrecy and may not exploit this information for himself or for third parties. This agreement is also valid beyond the end of any contract. If this obligation is breached, a contractual penalty of EUR 50,000.00 per breach shall be payable.

Wooing ban. The client may not poach any other clients or employees of ALMENDO. This agreement is valid for three years beyond the end of any contract. If this obligation is breached, a contractual penalty of EUR 50,000.00 per breach shall be payable.

Degled

Prices. All prices are quoted ex ALMENDO's place of business for contracts with entrepreneurs in Euro plus value added tax, for contracts with consumers including value added tax at the statutory rate.

Cost estimates. ALMENDO's cost estimates are non-binding.
Consumers must first be expressly made aware of the non-binding nature of the cost estimate before it is submitted.
If, after the issue of a non-binding cost estimate, it is foreseeable that the actual costs will exceed the costs estimated in writing by more than 15%, ALMENDO shall inform the Client in writing of the higher costs. The cost overrun shall be deemed to have been approved by the client if the client does not object in writing within one week of this notification and at the same time announces a more cost-effective alternative in writing with the objection. In the event of a cost overrun of up to 15%, no separate notice is required. This cost overrun shall be deemed approved by the client from the outset.

Additional services. All services provided by ALMENDO which are not expressly covered by the agreed fee, such as in particular additional services agreed at a later date, shall be remunerated separately.

Advance on costs. ALMENDO is entitled to demand advance payments to cover its own expenses.

Partial services. ALMENDO is entitled to invoice partial services.

Unjustified resignation. In the event that the client withdraws from his order in whole or in part without gross negligence or wilful intent on the part of ALMENDO, ALMENDO shall nevertheless be entitled to the agreed fee. In this case, ALMENDO must only allow savings from purchases that have not yet been made to be offset. The same shall apply if ALMENDO withdraws from the contract for an important reason within the sphere of the client.

Price adjustment. In the case of contracts for an indefinite period and contracts with automatic extension of the term of the contract, ALMENDO shall be entitled to make an appropriate annual price adjustment taking into account factors such as inflation, consumer and producer price indices, collective agreements, currency fluctuations and similar external factors beyond the control of ALMENDO.
ALMENDO shall also otherwise be entitled to adjust the prices of individual services appropriately after conclusion of the contract if the costs of these services increase by more than 5% without ALMENDO being able to influence this. Consumers also have a right to a reduction in the fee if the opposite conditions are met.

Payment

Due date ALMENDO's invoices are due without any deduction from the invoice date. In principle, the service will only be provided after full payment has been made.

Payability. ALMENDO's invoices must be paid within 14 days of receipt of the invoice.

Prohibition of set-off and retention. Clients who are entrepreneurs shall not be entitled to set off their own claims against claims of ALMENDO, even in the case of related claims, unless the client's claim has been acknowledged by ALMENDO in writing or established by a court. A right of retention in favour of clients who are entrepreneurs is excluded.

Default in payment. In the event of late payment, the statutory interest rate applicable between entrepreneurs in the case of contracts with entrepreneurs, but at least 9% per annum, shall be payable for contracts with consumers at the rate of 9% per annum. The customer shall bear all costs and expenses associated with the collection of the claim, such as, in particular, collection expenses or other costs necessary for appropriate legal prosecution.

Continued late payment. After an unsuccessful reminder by the Client, setting a grace period of at least 7 days, ALMENDO shall be entitled to demand immediate payment of all services and partial services already rendered, also within the framework of other contracts concluded with the Client, and to temporarily suspend the performance of services not yet paid until all outstanding fee claims have been paid in full.
If a further week elapses without result, ALMENDO shall be entitled to withdraw from all contracts and to demand compensation for lost profits in addition to payment for services already rendered. ALMENDO is thus also entitled not to perform or suspend services already paid for if savings result from the suspension of the service and to offset the savings against the outstanding claims.
Irrespective of these possibilities, ALMENDO can, of course, also file a suit with the court immediately after the due date has expired.

Installment. If ALMENDO and the client conclude an instalment payment agreement, loss of deadline in the event of late payment of even one instalment shall be deemed to have been agreed.

Liability

Transfer of risk for entrepreneurs. When goods are dispatched, the risk shall always pass to the client as soon as ALMENDO has handed over the goods to the transport company. Goods shall generally not be dispatched insured unless the Client has instructed ALMENDO to insure the goods at its own expense.

Obligation to give notice of defects for entrepreneurs. Upon ALMENDO's request for interim acceptance, upon handover and upon commencement of live operation, the Client shall in any case accept ("release") the Services delivered or to be accepted in writing within 8 days at the latest or notify ALMENDO in writing of any defects or damage.
In the case of interim acceptance, ALMENDO can only continue working after interim acceptance / "release" has taken place. In the event of late acceptance or complaint, the services shall automatically be deemed to have been accepted by the customer.
Concealed defects or damage which only occur after 8 days, but within open guarantee, warranty or compensation periods, must also be reported by the client within 8 days of their being detected.
The obligation to give notice of defects shall apply to all defects or damage which the client would have to recognise with the diligence of a prudent contractor with appropriate control. Due to the particular importance of intermediate acceptance inspections to avoid defects, which then run through all further performance steps, the inspection must correspond to a final, detailed and particularly careful inspection in the case of intermediate acceptance inspections. At the handover, the control has to correspond to a first, but nevertheless precise control. When starting real operation, the control must again correspond to a final, detailed and particularly careful control due to the special importance of starting real operation in order to avoid damage during operation.
The complaint of the client must describe the defect or damage in detail and comprehensibly. In the case of defects or damage that does not occur constantly, the exact times and general conditions of the occurrence of the defects or damage must be stated. The client must enable ALMENDO to take all necessary measures to examine and remedy the defects or damage. In the event of late notification of defects by the client, the assertion of guarantee, warranty and compensation claims as well as claims based on other liability regulations, in particular recourse claims, by the client is excluded.

Warranty. If parts of the Contractor's performance are covered by a guarantee granted by a third party, this guarantee must be made directly with the third party (e.g. manufacturer's guarantee).
In the case of a guarantee promise by ALMENDO, the period for asserting the guarantee claim shall begin to run upon delivery. The warranty claim expires six months after the customer becomes aware of the occurrence of the warranty claim, but at the latest when the warranty period expires. If the contents of the guarantee are not stated in the guarantee promise, ALMENDO shall be liable for the normally assumed characteristics.

Warranty. The statutory provisions of warranty law apply to consumers. In addition, any additional guarantees or customer services granted within the scope of the product description shall apply to consumers.
The right to warranty and the right to warranty recourse are limited to six months from the date of delivery in the case of entrepreneurs. In the case of used goods, the right to warranty for entrepreneurs is completely excluded.
The client as entrepreneur shall have the right to rectification or replacement or, in the case of minor defects, also to a price reduction or, in the case of major defects, to rescission at ALMENDO's discretion. By remedying the defect, the warranty period for companies is neither extended nor does it begin anew for the part of the service affected by the remedy of the defect.

Mistake, shortening over half with entrepreneurs. The right to appeal on the grounds of error and reduction by more than half is excluded.

Damages and other claims. Claims for damages and claims based on other liability regulations, in particular recourse claims, of the Client shall be excluded unless they are based on blatant gross negligence or wilful intent on the part of ALMENDO in the case of contracts with entrepreneurs or on gross negligence or wilful intent on the part of ALMENDO in the case of contracts with consumers.
Such claims by entrepreneurs expire within six months of knowledge of the damage and the aggrieved party; in any case, however, after three years from the act of infringement.
This exclusion of liability does not apply to claims based on personal injury and other non-disposable liability regulations.

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

Liability for agreed external services. The respective third parties who perform the agreed external services are not vicarious agents of ALMENDO. ALMENDO is therefore only liable for the selection fault. If the third party is involved at the Client's suggestion, ALMENDO shall not be liable for the third party at all.

Burden of proof on entrepreneurs. A reversal of the burden of proof to the detriment of ALMENDO is excluded. In particular, the existence of the defect at the time of delivery, the time of discovery of the defect, the timeliness of the notice of defect as well as the existence and degree of fault shall be proven by the customer.

Period of grace for entrepreneurs. In the event that the contract is not fulfilled in accordance with the agreement, the client shall only be entitled to assert claims after ALMENDO has been granted a reasonable, but at least fourteen-day grace period in writing. This shall also apply to the termination of the contract for good cause.

Withdrawal from the contract by entrepreneurs. A withdrawal from the contract by the client must be declared in writing by registered letter.

Online Settlement of Disputes

Online dispute resolution platform for consumers. The EU has set up an "online dispute resolution platform" (ec.europa.eu/odr) to settle disputes with consumers. ALMENDO will decide whether to participate in a dispute resolution procedure on a case-by-case basis. ALMENDO can be contacted at support@blusensor.com if you have any questions regarding dispute resolution.

Concluding Provisions

Applicable law. All legal relationships and facts between the client and ALMENDO shall be governed exclusively by Austrian law to the exclusion of international reference standards.

Mandatory consumer law. If ALMENDO has oriented its professional and commercial activities in contracts with consumers to the consumer's home country, mandatory consumer protection regulations of the consumer's home country shall also apply.

UN Sales Convention. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply to contracts with entrepreneurs.

Place of jurisdiction for entrepreneurs. The place of jurisdiction for all disputes between ALMENDO and entrepreneurs shall be the competent Austrian court for Großgmain. However, ALMENDO shall also be entitled to bring an action at the general place of jurisdiction of ALMENDO and the entrepreneur.