GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

As of May 2023

1 VALIDITY, FULFILMENT

innovation matters iot GmbH (“INNOVATION MATTERS”), headquartered in Innsbruck, Tyrol, Austria, develops and sells mechatronics, electronics and software products and solutions and offers consulting services.
Any sale to customers (“CUSTOMER(s“) shall be made exclusively on the basis of the following general terms and conditions of business and delivery (“GTC“). These GTCs are enclosed with each offer and are available for download on the homepage of INNOVATION MATTERS.
If, in the course of placing an order, the CUSTOMER refers to its General Terms and Conditions of Purchase and INNOVATION MATTERS nevertheless makes the sale, this does not imply acceptance of the CUSTOMER’s General Terms and Conditions. Rather, by placing an order and accepting the order confirmation (“OC”) without objection (see § 3 (5)), the CUSTOMER agrees that the (purchase) contract is exclusively based on the GTC of INNOVATION MATTERS.
All agreements made between INNOVATION MATTERS and the CUSTOMER, as well as additions and changes thereto, must be made in writing.
Sales representatives of INNOVATION MATTERS are not authorized to enter into agreements or make promises for INNOVATION MATTERS that deviate from these GTC. For this purpose, written individual agreements are required from persons authorised to represent INNOVATION MATTERS (managing director or authorised signatory).
The CLIENT acknowledges that INNOVATION MATTERS may transfer the Agreement and/or individual rights and obligations under the Agreement to its affiliates and have their obligations fulfilled by them. This does not require the consent of the CUSTOMER.

2 SERVICES

In addition to the standard products (“STANDARD PRODUCTS“) shown on the website, INNOVATIONMATTERS offers custom-made products (“CUSTOMIZED PRODUCTS”) as well as development and consulting services, such as the processing of certifications of CUSTOMIZED PRODUCTS (“SERVICES”), for its CUSTOMERS (collectively “PRODUCTS”).
If these are intended for integration/installation in a final product of the CUSTOMER, the CUSTOMER is solely responsible for compliance with local or product-specific standards and safety regulations concerning the CUSTOMER’s final product. The same applies to the data sheets and assembly instructions of the final product. The CLIENT must provide all documents in good time. If agreed deadlines are not met or required documents are not provided within a maximum of 6 months from the request or acceptance of the offer, this may lead to a postponement of the delivery date and INNOVATION MATTERS is in any case entitled to withdraw from the contract without cost consequences and to charge the CUSTOMER for the expenses incurred so far for services rendered. In any case INNOVATION MATTERS is entitled to charge an expense allowance of 10% of the order value.
The STANDARD PRODUCTS are provided with a “matter” certification. All related performance information can be found on the homepage of the csa (https://csa-iot.org/), which carries out the certification. INNOVATION MATTERS is a member of this organisation and is therefore allowed to develop and certify (via the csa) “matter” products.
The PRODUCTS with “matter” certification only work in combination with a so-called “matter” controller, the associated QR code and a functioning Wifi network with internet connection or a Thread network (and any other components that INNOVATION MATTERS makes visible in the product description). These additional components must be purchased or provided by a third-party service provider on the part of the CUSTOMER. The QR code is attached to the PRODUCTS and must be kept safe as the only access code by the CUSTOMER. The usability and controllability of the PRODUCTS depends on this “matter” controller or the additional components. Any malfunctions or impairments of performance on the part of this “third-party product” shall not be at the expense of INNOVATION MATTERS.
In principle, SERVICES and CUSTOMER SPECIFIC PRODUCTS are based on the information, drawings, files, plans and dimensions (such as specifications) (collectively “SUBMISSIONS”) provided by the CUSTOMER. Unless otherwise agreed in writing, INNOVATION MATTERS shall not check the correctness, completeness and/or environmental conditions of these DOCUMENTS, nor the compatibility of the PRODUCT with other components or the CUSTOMER’s end product into which they are to be incorporated or with which they are to be CUSTOMER SPECIFIC PRODUCTS are also not tested for their functionality or their intended purpose. INNOVATION MATTERS does not assume any liability or guarantee for this. INNOVATION MATTERS is not responsible for the (legal or actual) conditions at the place of use.
The consulting services are pure recommendations for action with no guarantee of success.
CERTIFICATIONS:
1. In the data sheet for the PRODUCT you can see which certification the PRODUCT has. The data sheets for the STANDARD PRODUCTS, from which the certifications (e.g. UL, ENEC, “matter” certification) can be seen, are available on the homepage of INNOVATION MATTERS.
2. However, the CUSTOMER is generally responsible for certifications of CUSTOMER-SPECIFIC PRODUCTS.
3. Should the obtaining of (fee-based) further certifications (e.g. UL, ENEC, “Matter” certification, EMC, etc.) by INNOVATION MATTERS in accordance with the respective guidelines of the certification body be requested, these can be offered by INNOVATION MATTERS for a fee at the request of the CUSTOMER via the involvement of third-party providers. The prices for the certification services mentioned in the offer are non-binding and subject to change depending on the time of ordering. Maintaining certification may be subject to additional fees and/or other additional costs. Additional certifications are required of the CUSTOMER’s final product as well as its place of sale (the country in which the (end) product is to be sold to the CUSTOMER’s customers), place of use (e.g. kitchen, bathroom, outdoor area, etc.) and the applicable product-specific standards. It is the CLIENT’s responsibility to inform INNOVATION MATTERS of all the standards to be complied with in this regard and to provide all necessary documentation in a complete, timely and correct manner. Should the CLIENT’s involvement be required to obtain the certification, this is beyond the control of INNOVATION MATTERS. Any inquiries from the certification bodies must be answered truthfully, in a timely and complete manner by the No guarantee can be given for the receipt of the certification of (end) products of the CUSTOMER in which INNOVATION MATTERS PRODUCTS have been integrated. If the CUSTOMER wishes to carry out the certification himself, INNOVATION MATTERS will send the necessary documents directly to the certification body. However, the CUSTOMER is not entitled to receive the production documents. The CUSTOMER will be charged for this effort. The reference to the certification is only permissible if the installed components/PRODUCTS (on which the certification is based) continue to be purchased from INNOVATION MATTERS and the (necessary) maintenance of the certification is also commissioned by INNOVATION MATTERS.
4. If the CUSTOMER wishes to obtain a so-called “matter” certification for a CUSTOMER-SPECIFIC PRODUCT, the (fee-based) coordination of the certification by INNOVATION MATTERS can be offered to the responsible third-party provider (csa, https://csa-iot.org/), whereby the certification is carried out in and on behalf of INNOVATION MATTERS. If the CUSTOMER wishes to be certified on his behalf, this must be clarified in advance. The respective requirements for a “matter” certification are defined by the csa (https://csa-iot.org/) and can be changed by the csa at any time. INNOVATION MATTERS has no influence on this. The CLIENT undertakes to keep himself informed in this regard. Successful “matter” certification means that the PRODUCT meets all the conditions of the current “matter” standard indicated in the data sheet at the time of purchase, according to the respective product category. A successful “matter” certification is also associated with the acquisition of digital certificates by INNOVATION MATTERS from a third-party provider, which are essential for the functionality of the PRODUCTS. In order to maintain the functionality and security of the PRODUCTS, periodic updates may also be required and the CUSTOMER agrees to carry out the same. Functional malfunctions caused by this, in particular due to the actions/services of third parties (such as csa or other third-party providers), are not the responsibility of INNOVATION MATTERS. Since the certification is in the name of INNOVATION MATTERS, necessary updates must be made via INNOVATION MATTERS. If changes to the “matter”-certified (end) product are planned by the CUSTOMER, these must be communicated to INNOVATION MATTERS in good time so that a corresponding “re-certification” can be offered.
5. The CLIENT acknowledges that any changes to Certified Products will invalidate the certification.
6. Prototypes and certification samples must always be approved by the CUSTOMER. Any costs and expenses (e.g. due to necessary “re-certifications”) due to subsequent changes from the release onwards shall be borne by the CLIENT.

3 OFFERS, CONCLUSION OF CONTRACT

INNOVATION MATTERS responds to inquiries from CUSTOMERS by sending non-binding offers – unless otherwise stated in the offer.
The offer is prepared on the basis of the information provided by the CUSTOMER (requirement profile, request, specifications to define the service, etc.).
The order is immediately binding for the CUSTOMER, his unilateral withdrawal from the contract (cancellation) is excluded. This is also due to the fact that INNOVATION MATTERS requests or buys components for the production of the PRODUCTS on the basis of the order.
INNOVATION MATTERS reserves the right to accept the order or to amend the offer due to e.g. price fluctuations. Final acceptance will be made by sending an OC. The scope of the contract is determined exclusively by these GTC; it reflects the content of the (purchase) contract. Should the GTC deviate from the order, this shall be understood as an amended offer.
The CUSTOMER is obliged to check that the OC corresponds to the order. If the content of the GTC differs from the order, the CUSTOMER shall be deemed to have agreed to the changed content if he does not immediately object to the GTC in writing or, for example, pay the required deposit. If there is no timely objection or correction on the part of the CLIENT, any deviations in the GTC shall be deemed to have been accepted and the contract shall be deemed to have been concluded to this extent.
The CLIENT releases any “requirements or functional specifications” (description of the implementation of the service) drawn up on the basis of his information and the CLIENT is aware that this forms the basis for the services provided by INNOVATION MATTERS.
Special requirements of the CUSTOMER, e.g. (binding) Delivery periods, dates, discounts, different delivery addresses, special requests or custom-made products or other special conditions, etc. only become part of the contract if they are expressly confirmed as binding by INNOVATION MATTERS within the framework of the GTC.
Samples, prototypes, consulting services, obtaining offers from third-party providers, etc. are generally subject to a fee, unless otherwise agreed. The CUSTOMER is not allowed to place samples and prototypes on the market. Liability and warranty are generally excluded for non-chargeable services, all related rights to samples, plans, etc. remain with INNOVATION MATTERS. INNOVATION MATTERS shall not be liable for samples and prototypes.
Designs, circuit diagrams, used components and the PRODUCTS themselves may be changed by INNOVATION MATTERS even after the conclusion of the contract, insofar as this is compatible with the customer’s specifications or the deviation is only minor.

4 EXCHANGE, WITHDRAWAL, FORCE MAJEURE

As a matter of principle, the PRODUCTS are always manufactured individually to order. For this reason, a return, exchange or change after order (also with regard to delivery date and place of delivery) is generally excluded.
INNOVATION MATTERS shall not be liable for the impossibility or delay of delivery due to causes beyond its control (“Force Majeure”): e.g. accident, war, terrorist acts, epidemic, pandemic, civil unrest, failure of communication facilities, natural disasters, acts or omissions of government, changes in laws or other regulations, strikes, in the event of unforeseeable operational, traffic or shipping disruptions, fire damage, floods, unforeseeable shortages of energy and raw materials, import and export restrictions, government orders and similar unforeseeable events that subsequently make it difficult or impossible for INNOVATION MATTERS or INNOVATION MATTERS’ suppliers to perform. In this case, INNOVATION MATTERS will be released from its obligation to perform without any cost consequ
If events occur after the conclusion of the contract (e.g. increase in raw material prices, transport costs, etc.) which no longer enable the fulfilment of the contract to cover the costs under the agreed conditions, INNOVATION MATTERS is free to withdraw from the contract without any cost consequences provided that it is presented accordingly. Development services rendered up to this point are to be compensated by the CUSTOMER in any case, insofar as they are of value. In any case, INNOVATION MATTERS is entitled to charge an expense allowance in the amount of 10% of the contract value.

5 DATES, DELIVERY, TRANSPORT, DELAY

Unless otherwise expressly stated in the OC, delivery will be made EXW in accordance with the Incoterms® (International Commercial Terms) 2020 and on the date of delivery ex works specified in the OC.
Delivery dates or deadlines specified in the order or OC are generally non-binding, unless otherwise stated in the GTC.
A delivery date specified in the General Terms and Conditions is always the time of readiness for shipment ex works.
INNOVATION MATTERS is entitled to carry out and invoice partial or advance
In any case, an agreed delivery period or date cannot begin to run until receipt of the amount to be paid in advance or any documents/information to be provided by the CUSTOMER .
INNOVATION MATTERS is not responsible for delays caused by the authorities when importing into the EU or exporting to third countries, or the agreed or (non-binding) promised delivery period is extended accordingly.
Supplied packaging as well as the obligation to dispose of it properly are transferred to the CUSTOMER upon delivery.
Unless otherwise agreed in writing in the GTC, all transport, insurance, customs clearance and certification costs, etc. are to be borne by the CUSTOMER. The prices do not include the unloading and contracting of the PRODUCTS.
If the CUSTOMER does not collect the PRODUCTS at the agreed time for performance, the CUSTOMER shall be in default of acceptance. After expiry of a reasonable grace period INNOVATION MATTERS shall be entitled – without prejudice to further claims – to withdraw from the contract and/or to claim damages or to store the PRODUCTS at the CUSTOMER’s risk and expense at its own discretion. INNOVATION MATTERS shall be entitled to claim compensation for the damage actually incurred. In the event of default of acceptance, the risk of accidental loss or accidental deterioration of the PRODUCTS shall pass to the CUSTOMER.
In the event of a delay (even through no fault of the CUSTOMER) in fulfilling his contractual obligation (advance payment, down payment, provision of information/documents), all performance periods shall be extended by the period of delay or INNOVATION MATTERS shall be free to withdraw from the contract after setting a reasonable grace period and to pay the previous expenses to be invoiced. In any case, INNOVATION MATTERS is entitled to charge an expense allowance in the amount of 10% of the contract value.
Insofar as performance deadlines are agreed as binding, the following shall apply: INNOVATION MATTERS uses suppliers from third countries for the performance of services and is accordingly dependent on their punctual performance of services. The CUSTOMER is aware of this and therefore delays in performance caused by this, which are not excessive, do not entitle the CUSTOMER to withdraw from the contract. Likewise, delays caused by digital certificates do not entitle the CLIENT to withdraw from the contract. Performance periods shall be reasonably extended in case of circumstances beyond INNOVATION MATTERS’ control and in case of force majeure (see § 4 (2)). INNOVATION MATTERS shall inform the CUSTOMER immediately about the beginning and end of such hindrances. If the obstacle to delivery lasts longer than three months, both contracting parties are entitled to withdraw from the contract.
(Delay) As a matter of principle, INNOVATION MATTERS will only compensate for damages in accordance with the provisions of § 8. In all other respects, the following applies: if INNOVATION MATTERS is responsible for the non-observance of a delivery date bindingly promised by INNOVATION MATTERS in the GTC and the CUSTOMER proves that it has suffered a damage (in the sense of § 8), the CUSTOMER may claim compensation amounting to a maximum of 0.5% per week of the continuing delay in delivery, but in total not more than 5% of the net price of the delivery affected by the delay
The assumption of penalties (which the CLIENT has undertaken to pay) is excluded.

6 PRICES AND TERMS OF PAYMENT

Unless otherwise agreed in writing, the prices ex works (EXW) registered office INNOVATIONS MATTERS in accordance with Incoterms© 2020 are exclusive of VAT, transport costs, any customs duties, import and certification costs.
The statutory value added tax is due in the respective statutory amount and is shown separately in the invoice. In the case of services provided outside the European Union, INNOVATION MATTERS is entitled to recalculate the statutory value added tax if the CUSTOMER does not send proof of export to INNOVATION MATTERS within one month of the respective shipment.
The CUSTOMER is aware that all services and product prices of INNOVATION MATTERS are dependent on the availability and prices of purchased raw materials, electronic components, software products, services from third-party providers, etc., whose delivery times and prices – especially in the course of development services – fluctuate greatly and the prices vary accordingly prices of the PRODUCTS offered by INNOVATION MATTERS (after completion of the development service) may change due to the time required for the development service and/or special customer requests and/or changes during the development process, as well as due to changes in raw material prices or prices for purchased components. i.e. prices quoted in the course of development services for CUSTOMIZED PRODUCTS (which will be available after completion of the development services from INNOVATION MATTERS) are indicative prices only and the final price for the PRODUCT will only be fixed and offered after completion of the development service.
If in case of delivery bottlenecks alternative suppliers or raw materials or components have to be resorted to, INNOVATION MATTERS shall inform the CUSTOMER thereof and the CUSTOMER may only demand the resort to alternatives if the corresponding costs are also borne by the CUSTOMER. Otherwise the contract shall be deemed terminated without incurring any costs. The services provided by INNOVATION MATTERS until then shall be remunerated.
As a matter of principle, INNOVATION MATTERS delivers against advance payment, i.e. the receipt of the invoiced purchase price is a prerequisite for the start of the services (development or the start of production) and delivery.
If (only) a deposit is required, it is due for payment within 14 days of invoicing. The remaining amount is due after delivery, at the latest within 14 days from the date of invoicing.
Invoices are to be checked immediately by the CUSTOMER and any defects are to be reported. After the due date, a correction is excluded and the invoice amount is deemed to have been accepted.
In the event of default of payment by the CLIENT, fixed interest rates of 12% p.a. will be agreed.
If the CUSTOMER is in default of payment, INNOVATION MATTERS shall be entitled to declare all claims against the CUSTOMER immediately due and/or to demand securities even before delivery, to withhold outstanding deliveries from all contracts with the CUSTOMER in whole or in part or to withdraw from existing contracts in whole or in part and to invoice services rendered so far.
The CLIENT shall only be entitled to rights of set-off, retention and refusal of performance if its counterclaims have been legally established, are undisputed or acknowledged.

7 TRANSPORT DAMAGE, NOTICE OF DEFECTS, WARRANTY

The legal warranty period for defects at the time of delivery of the PRODUCTS is 24 months after delivery (ex works).
Warranty claims regarding third-party products/components purchased through INNOVATION MATTERS at the express request of the CUSTOMER are to be asserted by the CUSTOMER primarily against them directly.
The PRODUCT data sheets describe the technical scope of services and the information contained therein must be observed by the CUSTOMER in any case. The data sheets for STANDARD PRODUCTS are available on the homepage of INNOVATION MATTERS. In
In principle, special requirements on the part of the CUSTOMER must be defined in the specifications. This is the only way to make them part of the scope of services owed.
In the event that INNOVATION MATTERS offers and organizes the transport, any transport damage and/or loss by the CUSTOMER must be ascertained immediately upon delivery in the presence of the carrier, documented (e.g. photos) and notified to INNOVATION MATTERS in writing, otherwise the damage in this regard will be borne by the CUSTOMER. These obligations also apply to the CUSTOMER if the delivery is made to a third party at the request of the CUSTOMER and are therefore to be transferred to this third party.
Representations and visualisations on the homepage, in catalogues, data sheets or other sales documents are intended for better illustration purposes and are always non-binding. They do not represent a detailed representation of the PRODUCTS and therefore deviation of the PRODUCTS from these visualizations do not constitute a defect. Liability for printing errors or defects is excluded. We reserve the right to make changes and design improvements, especially in the interests of technical progress.
If the PRODUCT is manufactured by INNOVATION MATTERS on the basis of design data, drawings, models or other specifications of the CUSTOMER, the warranty and liability shall be limited to the execution according to such information provided by the CUSTOMER. There is no verification of the information provided by the CUSTOMER.
In the event that the CUSTOMER is denied certification (as promised by INNOVATION MATTERS) due to errors on the part of INNOVATION MATTERS, INNOVATION MATTERS is responsible for the repair or delivery of the PRODUCTS or the certification samples to the certification body, but not for the assumption of additional certification costs, development, production and material costs already incurred, costs for purchased tools, etc. All pre-productions and related costs that have already been carried out at the express request and risk of the CLIENT shall be borne by the CLIENT.
The components installed in the PRODUCT are subject to the respective component tolerances: i.e. if a deviation in performance is within the usual tolerances, this does not constitute a defect of the PRODUCT.
The CUSTOMER (or a commissioned third party) must inspect the delivered PRODUCTS for (other) defects (for transport damage, see § 7 (4)) immediately after delivery. Furthermore, the CUSTOMER is obliged to randomly check the functionality of the PRODUCTS, such as connecting them to the power supply, switching them on, installing them in the system or for test pu Open defects, incorrect deliveries or defects that could have been detected in the course of a proper and careful examination/testing must be reported to INNOVATION MATTERS immediately, but no later than within 10 working days after delivery/collection of the PRODUCTS, by e-mail to info@innovation-matters.at (“NOTICE of DEFECTS”)“). Hidden defects must be reported to INNOVATION MATTERS immediately after discovery, but no later than within 10 working days of discovery. After the NOTICE of DEFECTS has been made, it is necessary to wait for further instructions. If the CUSTOMER fails to notify the CUSTOMER in good time, the PRODUCTS shall be deemed to have been approved and accepted free of defects and warranty claims can no longer be asserted.
The CUSTOMER shall bear the full burden of proof for all prerequisites for a claim, in particular for the existence of the defect at the time of handover, for the time of discovery of the defect and for the timeliness of the notice of defect.
After receipt of the timely notice of defect, INNOVATION MATTERS may request that the PRODUCTS be sent for inspection of the alleged defect, provided that this can be done without disproportionate effort. The costs of transport shall be borne by INNOVATION MATTERS if the subsequent inspection reveals a defect at the time of handover under warranty. In case of an unjustified notice of defect, the CUSTOMER shall bear the costs of the expenses incurred by INNOVATION MATTERS due to the inspection (transport, inspection costs, etc.).
If the CUSTOMER proves a defect, INNOVATION MATTERS shall, at its option, repair or replace the defective goods free of charge or reduce the purchase price appropriately. Missing quantities shall be delivered subsequently.
Invoices for repairs carried out shall only be accepted if these costs have been notified to INNOVATION MATTERS in writing in advance and an assumption of costs by INNOVATION MATTERS has been confirmed in writing in advance.
An extension of the warranty obligation shall not occur due to a repair of defects. This shall not apply to the replacement of the PRODUCTS.
The CUSTOMER’s right to assert claims arising from defects (in court) expires three months after written rejection of the defects by INNOVATION MATTERS.
Consequential damage caused by defects is subject to § 8.

8 LIABILITY

INNOVATION MATTERS shall in principle only be liable for damages within the scope of the statutory provisions; any further contractual liability (in particular the assumption of contractual penalties – also in case of delay) shall be excluded.
Furthermore, INNOVATION MATTERS’ liability shall be limited outside the mandatory scope of the Product Liability Act as follows:
- As a matter of principle, INNOVATION MATTERS is not liable if the damage and/or delay is caused by the CLIENT or his lack of cooperation (late provision of documents, incorrect information, etc.).
- In the event of non-compliance with any conditions for installation, commissioning and use (e.g. in operating instructions and safety instructions) any compensation for damages is excluded.
- INNOVATION MATTERS shall not be liable if the damage is caused by designated third party suppliers in relation to purchased services (certifications, purchased components).
- INNOVATION MATTERS shall – apart from intentional liability and liability for personal injury – only be liable for damage caused by gross negligence. Liability for slight negligence is also excluded, as is compensation for consequential and (pure) pecuniary damage, unrealised profits, savings, loss of interest and damage from third party claims against the CLIENT. This also applies to consequential damages within the scope of the warranty, i.e. also all ancillary costs incurred in connection with the rectification of defects (such as for installation and removal, transport, disposal, travel and journey time) and lost profits. In this respect the CUSTOMER undertakes to indemnify INNOVATION MATTERS from any claims of its customers resulting from (consequential) damages, unless INNOVATION MATTERS is guilty of intentional or grossly negligent breach of duty.
- In any case, liability is limited to compensation for foreseeable damage typical of the contract. (Damage) Claims for compensation by the CUSTOMER against INNOVATION MATTERS, which are based on contractual penalty claims of the CUSTOMER’s customers, are in no way foreseeable for INNOVATION MATTERS and are typical of the contract in the above sense.
- In addition, the liability of INNOVATION MATTERS per claim is limited to the amount of the respective net order value (individual order containing the defective PRODUCTS).
- Insofar as the damage is covered by an insurance policy taken out by the CUSTOMER for the relevant damage, INNOVATION MATTERS shall only be liable for any related disadvantages of the CUSTOMER, e.g. higher insurance premiums. The CUSTOMER shall prove the existence or non-existence of insurance coverage to INNOVATION MATTERS upon request.
With regard to CUSTOMIZED PRODUCTS and SERVICES, INNOVATION MATTERS assumes no liability for defective performance and damages resulting from the following:
1. Errors in the specifications;
2. Errors in the specifications (after approval by the CLIENT);
3. too late, incorrect provision of information and/or information provided by the CLIENT;
4. lack of compatibility with the CUSTOMER’s products;
5. lack of conformity/violation of local rules or regulations affecting the CUSTOMER’s final product (e.g. in the case of CUSTOM PRODUCTS or when INNOVATION MATTERS products are integrated into the CUSTOMER’s final product).
With regard to certification services, INNOVATION MATTERS assumes no liability for defective performance and damage resulting from the following points
1. too late, incorrect provision of information and information provided by the CLIENT;
2. errors in the documentation provided by the CLIENT;
3. pre-productions before certification is granted.
Liability for services that are not subject to a fee is generally excluded.
INNOVATION MATTERS shall not be liable for samples and prototypes.
Malfunctions caused by (designated or purchased on behalf of the CUSTOMER) products/actions/services of third parties (such as csa or other third party suppliers) are not the responsibility of INNOVATION MATTERS.
INNOVATION MATTERS may claim damages from the CLIENT if the CLIENT culpably fails to comply with its contractual obligations, e.g. if it fails to provide necessary information in time.
INNOVATION MATTERS expressly points out to the CUSTOMER of “matter”-certified PRODUCTS that the respective regulations of the csa (as amended from time to time available at https://csa-iot.org/resources/governing-documents/ ) have to be complied with. In the event of violations, penalties may be passed on to the CUSTOMER.
In all other respects, the limitations set out in § 7 of these GTC with regard to the warranty shall also apply mutatis mutandis to the liability.
The limitations of liability shall be passed on in full to any customers of the CUSTOMER, with the obligation to pass them on further.
If INNOVATION MATTERS is claimed by third parties on the basis of strict liability, in particular due to product liability, the CUSTOMER assumes liability to the extent that it would also be directly liable. For measures taken by the CUSTOMER to avert damage, e.g. recalls, liability by INNOVATION MATTERS is excluded – as far as legally possible.
The CLIENT’s right to assert claims for damages (in court) against INNOVATION MATTERS expires three months after written rejection by INNOVATION MATTERS.

9 RETENTION OF TITLE, CONFIDENTIALITY

Until the invoice amount has been paid in full and any default interest, the delivered PRODUCTS remain the property of INNOVATION MATTERS. In the event of resale, the CUSTOMER shall deliver the PRODUCTS to its customers only under a validly agreed retention of title until full payment has been made (forwarded retention of title).
The CLIENT is obliged to treat all (non-obvious) technical, economic and personal processes and circumstances of INNOVATION MATTERS as business or trade secrets at all times.

10 RESERVATION OF COPYRIGHT

The CLIENT warrants that in the event that INNOVATION MATTERS produces on the basis of designs and specifications or with products/materials of the CLIENT, the CLIENT is the unrestricted owner of the rights to the necessary copyrights and industrial property rights. If, however, copyright or industrial property rights are asserted against INNOVATION MATTERS by a third party, the CUSTOMER must indemnify INNOVATION MATTERS against all costs and claims in this regard. INNOVATION MATTERS must immediately notify the CLIENT of such claims by third parties and, in the event of a legal claim, give notice of the dispute. If the CLIENT does not join the proceedings as a party to the dispute of INNOVATION MATTERS, INNOVATION MATTERS shall be entitled to acknowledge the claim of the plaintiff and to indemnify and hold the CLIENT harmless without regard to the justification of the acknowledged claim.
INNOVATION MATTERS shall retain the copyrights to the works created by INNOVATION MATTERS and its employees and commissioned third parties (in particular offers, data sheets, analyses, circuit diagrams, drawings, programmes, performance specifications, drafts, calculations, data carriers etc.), PRODUCTS and prototypes. They may be used by the CUSTOMER during and after termination of the contractual relationship exclusively for purposes covered by the contract and may not be handed over (for production) to third parties without consent. In this respect the CLIENT is not entitled to reproduce and/or distribute the work(s) without the express consent of INNOVATION MATTERS. INNOVATION MATTERS shall not be liable to third parties for any unauthorised reproduction/distribution of the work, in particular for the correctness of the work. The CUSTOMER shall in particular be prohibited from registering industrial property rights to these works (in particular also to product developments and software products), to carry out further developments, to label them with his own label, to sell the products as “matter” products or to refer to “matter”.
The CUSTOMER shall only have a right of use to protectable software and its documentation, which INNOVATION MATTERS develops for CUSTOMER SPECIFIC PRODUCTS and integrates into them, to the extent that the PRODUCT itself contains this software. He has no claim to the underlying source code/binary. He is not permitted to duplicate and/or resell the software or to use it in any other way.
INNOVATION MATTERS shall not be liable for any infringement of intellectual property rights or copyrights if this is due to a change in the results of the services that was not carried out or authorised in whole or in part by INNOVATION MATTERS. Furthermore, INNOVATION MATTERS is not liable for infringements of intellectual property rights resulting from use not contractually intended for the results of the services in question.
In the case of so-called “matter products”, the CUSTOMER is allowed to point out that the end product (in which the PRODUCTS were installed) is “matter-compatible”. However, the CUSTOMER is not allowed to speak of “matter-certified” products unless “matter” certification has been obtained. The use of the so-called “matter logo” is determined by the csa, the guidelines for the use of the brand name and logos are available under https://csa-iot.org/resources/governing-documents/ “The Alliance Trademark and Logo Usage Guidelines”. The CUSTOMER undertakes to comply with the same and will always be informed of any changes.
INNOVATION MATTERS is allowed to use the knowledge gained or applied during the provision of services anonymously for other purposes. The CUSTOMER shall not make knowledge gained by INNOVATION MATTERS due to the provision of services accessible to third parties without INNOVATION MATTERS’ prior consent. The CUSTOMER undertakes to impose such a prohibition of disclosure on its employees and third parties who may gain access to such knowledge during the performance of the service.
The CLIENT’s breach of these provisions entitles INNOVATION MATTERS to the immediate premature termination of the contractual rela.

11 GENERAL, CHOICE OF LAW, PLACE OF JURISDICTION

The contractual relationship shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the norms of international private law referring to it.
The place of performance for all obligations arising from this contractual relationship shall be the registered office of INNOVATION MATTERS in Innsbruck/Tyrol/Austria.
For all legal disputes arising from the contractual relationship subject to these GTC, including those concerning the existence or non-existence of the contractual relationship, the competent court at the registered office of INNOVATION MATTERS shall have exclusive jurisdiction.
In the event that individual provisions of these GTC are and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision which comes closest to its meaning and economic purpose.