These Standard Terms and Conditions apply to every services of CELAIRION GmbH (“CELAIRION”) provided to a Customer.

  1. Scope of these Standard Terms and Conditions
    1. These Standard Terms and Conditions shall exclusively apply to all Customer Agreements, unless otherwise is agreed in written form.
    2. The Customer’s standard terms and conditions shall not become part of the Customer Agreement, even if CELAIRION has not expressly rejected their applicability.

  2. Conclusion of a Customer Agreement
    1. Any offer submitted by CELAIRION shall be non-binding.
    2. Orders submitted by the Customer are binding for the Customer.
    3. The Customer Agreement is concluded once CELAIRION has received back an executed version of the offer provided by CELAIRION.

  3. Scope of service
    1. The scope of any services requested by the Customer shall be defined in the offer submitted by CELAIRION or in any other document duly signed by CELAIRION.

  4. Delivery dates
    1. Delivery dates indicated by CELAIRION are provisional, non-binding, and shall serve as general information only, unless explicitly stated otherwise in writing by CELAIRION.
    2. If CELAIRION becomes aware that it is likely to miss the delivery date, CELAIRION will promptly notify the Customer.
    3. As long as the Customer is in default with its payment obligations, CELAIRION may exercise its right of retention and may therefore refuse to deliver the assigned work or stop such work until full payment has been made.

  5. Warranty
    1. A defect shall only be subject to warranty if it arises within six months.
    2. A warranty claim must be raised by Customer within thirty days after the defect has or could have become reasonably apparent and CELAIRION.

  6. Limitation of liability for damages
    1. CELAIRION’s liability for damages in case of slight negligence (leichte Fahrlässigkeit) of CELAIRION, its statutory representatives, employees and vicarious agents shall be excluded, provided such liability does not result from the violation of a guarantee.
    2. To the extent CELAIRION, its statutory representatives, employees and vicarious agents are liable in accordance with Article 6.1, the liability shall be further limited as follows:
      There is no liability for non-foreseeable damages which are not typical for the agreed services and for consequential damages and for loss of profits. The cumulative obligation of CELAIRION is limited to (a) the agreed consideration that CELAIRION received if the damage was caused in connection with a non-recurring service (Zielschuldverhältnis) or (b) 50 % of the annual consideration that CELAIRION received if the damage was caused in connection with a recurring service (Dauerschuldverhältnis).

  7. Prices and Payments
    1. As long as there is nothing agreed otherwise, CELAIRION shall issue an invoice after delivery of the agreed service and Customer shall pay within fourteen days from receipt of CELAIRION’s invoice.
    2. All prices are quoted as net prices. Any tax (including, but not limited to, value added tax), duty, fee or other public charges whatsoever imposed on the invoiced prices shall be borne by the Customer or shall be refunded by the Customer to CELAIRION.
    3. Customer agrees that any dispute with regard to a payment obligation and any claim for reimbursement shall be made within one month after receipt of the invoice. After this period has lapsed, Customer shall not be entitled to assert any such claims.
    4. Customer shall make payment in the contractually agreed currency. Any payment made in any currency other than contractually agreed shall be exchanged at the exchange rate on the date the payment is valued to CELAIRION’s account. Customer remains liable for any shortfall to the amount owed resulting from such exchange.
    5. The Customer shall not be entitled to set off any claims against CELAIRION’s claims, unless such claims are determined by the final decision of a court or are undisputed. The Customer may only exercise a right of retention if its counterclaim has been determined by the final decision of a court or is undisputed.
    6. In case that CELAIRION makes payments to third parties on behalf of the Customer in advance (e.g. fees to aviation authorities) which will be compensated by the Customer later, CELAIRION is entitled to invoice a handling fee of 10 % of the invoice amount for each invoice. The amount of the handling fee is capped with EUR 1.500 per invoice. Further, CELAIRION may charge interests in the amount of 5 % p.a. from the date such invoice is paid by CELAIRION until the date of compensation by the Customer.

  8. Property and IP Rights
    1. Title to all documents and material supplied by CELAIRION under the Customer Agreement shall remain with CELAIRION until complete payment of all amounts due under the Customer Agreement has been effected.
    2. Title to all intellectual property rights (including, but not limited to copyrights, trademarks, patents, inventions, utility patents registered design rights or design rights – “IP Rights”) disclosed in documents or data (including but not limited to plans, drawings, patterns or designs) supplied by CELAIRION to Customer under the Customer Agreement, shall remain with CELAIRION or any third party which is entitled to such IP Rights.

  9. Applicable Law and Venue
    1. The Customer Agreement and these Standard Terms and Conditions and any legal relationship with the Customer that may arise therefrom shall be exclusively subject to and construed exclusively in accordance with the laws of Austria excluding their conflict of laws rules. The United Nations Convention on the International Sale of Goods (CISG) shall not apply. In the event of a conflict between the English and the German meaning of any expressions used in these Standard Terms and Conditions or any part thereof the German legal meaning shall prevail.
    2. The courts of the 1st district in Vienna, Austria shall have jurisdiction. In case of any claims asserted against CELAIRION this jurisdiction shall be exclusive.

  10. Waiver of Sovereign Immunity
    CELAIRION and Customer hereby agrees that Customer Agreement and any legal relationship that may arise therefrom are commercial transactions and Customer undertakes not to claim any immunity from suit, execution, pre-judgment or post-judgment attachment or other legal process in any jurisdiction.

  11. Amendments
    Any amendments to these Standard Terms and Conditions including this clause and the Customer Agreement need to be agreed upon between CELAIRION and the Customer in writing.

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