General Terms and Conditions of Sale (GTCS)
of Schoeller-Bleckmann Oilfield Technology GmbH

As of January 2019

  1. Scope
  2. Entering into Contract and Form
  3. Performance
  4. Payment
  5. Retention of Title
  6. Warranty and Liability
  7. Termination and Force Majeure
  8. Compliance and Code of Conduct
  9. Salvatory Clause
  10. Legal Venue and Choice of Law

1. Scope

The following General Terms and Conditions of Sale (hereinafter referred to as “GTCS”) of Schoeller-Bleckmann Oilfield Technology GmbH, FN 152516p, Hauptstrasse 2, A-2630 Ternitz, Austria (hereinafter referred to as “SBOT”) in the version valid at the time of the conclusion of the contract shall govern all and any relations between SBOT and its customers (hereinafter referred to as “Customer”), especially in connection with both, entering into and performance of a contract and all inquiries and orders. Deviations between these GTCS and other agreements with Customer shall only be effective if they have been confirmed by SBOT in writing.

General terms and conditions of Customer shall be deemed superseded and of no effect, unless explicitly accepted by SBOT in the respective contract. SBOT expressly objects to the terms and conditions of Customer. The GTCS of SBOT also apply if SBOT carries out the delivery to Customer unconditionally in the knowledge of conflicting terms and conditions of Customer.

Should parts of the GTCS be invalid or void, lose their effectiveness as a result of a later circumstance, gaps exist or application of (certain provisions in) these GTCS be denied by court decision, the effectiveness of the remaining provisions and the contracts concluded on the basis of the same shall not be affected and it shall be applied what comes closest to the industry standard in comparable cases, otherwise the law.
These GTCS shall also apply to future relations between SBOT and Customer, even if they are not expressly referred to. Customer agrees to their application always in their latest version, which shall be the version available on SBOT’s website at

2. Entering into Contract and Form

Unless explicitly agreed otherwise between SBOT and Customer, each quotation (request) by Customer shall constitute an invitation to SBOT to make an offer to Customer. Customer may accept the offer in the form of a corresponding order. Quotations, price lists, and other information on goods and services shall be binding on SBOT only to the extent contained in SBOT’s offer; all prices and delivery options mentioned by SBOT before the placing of the offer are not binding. The contract shall enter into effect upon confirmation of Customer’s order within 5 (five) business days from receipt, otherwise the order shall be deemed rejected upon expiration of the period. SBOT shall not be obliged to submit an offer or to accept an order placed by Customer.

Any offer, order and confirmation shall be made in writing, including via EDI, e-mail or fax, by an authorized representative on behalf of SBOT / Customer. The confirmation shall set out an order confirmation number. Those requirements shall also apply to any amendments or modifications thereof.
Customer confirms that persons acting on his behalf within his purchase department are duly authorized to make legally binding statements and have the power to internally request performance of the contract as agreed with SBOT.
SBOT does not accept cancellation or postponement of orders, unless mutually agreed. Any costs or disadvantages incurred to SBOT (also by agreed cancellation or postponement) shall be borne by Customer.

3. Performance

3.1. Goods and Services

Provision of products by SBOT to Customer in performance of the contract, containing both, goods and services, the latter, however, mutatis mutandis as nature of such products allows, shall be subject to the following terms:
Type, volumes and specifications of the products, including designs and choice of material, shall be part of the contractual agreement between SBOT and Customer. Production-related deviations of dimensions, weights, technical characteristics and specifications shall be permitted within applicable tolerances and in compliance with pertinent market standards.
SBOT maintains a quality management system certified to EN ISO 9001:2015 and has the authority to use the official API Monogram API Spec Q1® and API-7-1. SBOT takes no responsibility for suitability, efficiency and qualification of the products with respect to both, the application of the products and the region (field) they are used. This shall apply irrespective of whether the products have been manufactured and / or designed according to Customer’s drawings or specifications, or are from SBOT’s own range of products. Customer shall make accessible to SBOT completely and in time all information and documents required for manufacturing and / or designing the products.
Customer shall notify SBOT of all circumstances that are relevant to execution of the order, even if they become known only in the course of execution of the order. In addition, Customer’s drawings or specifications, and any subsequent amendments of those drawings or specifications, that do not uphold to the state of the art shall in any case be at the own risk of Customer and Customer shall bear all costs incurred due to the fact that work has to be done again by SBOT or is delayed because of Customer’s incorrect, incomplete or subsequently modified drawings and / or specifications.
Customer shall be obliged to examine the drawings and specifications (to be) made available for execution of the order for any copyrights, trademarks or other rights of third parties. Customer shall also be obliged to examine the products for their lawfulness, including but not limited to competition law, trademark law, copyright law and administrative law. SBOT shall not be liable for any violation of such rights and / or laws. If SBOT is held liable for an infringement of such rights and / or laws, Customer shall fully indemnify and hold harmless SBOT and shall reimburse any disadvantages suffered by SBOT due to third-party claims. Customer shall further make sure, from the drawings / specifications (to be) provided and the right selection of products, that environmental, design and qualification requirements in the country or region (field) where products are shipped to and / or used are fully met and indemnify and hold harmless SBOT in that respect.
If it becomes clear that the actual costs will exceed SBOT’s written cost estimate by more than 15 (fifteen) %, SBOT shall advise Customer of such higher costs. The increase in costs shall be deemed accepted by Customer if Customer does not object to such increase in writing within 3 (three) working days of the advice. Cost increases of up to 15 (fifteen) % shall not have to be advised separately. Such deviations from the cost estimate shall be deemed accepted by Customer from the beginning.
Technical consultation provided by SBOT is by nature a service with informative character and serves exclusively as an aid in technical orientation. No claims of any kind may be derived from the content of technical consultation unless such content has been expressly included as a service in the contract.
SBOT shall be entitled to subcontracting, however may agree with Customer on certain approval requirements with respect to certain goods or services or specific subcontractors.

3.2. Delivery and Transfer of Risk

Unless otherwise agreed, place of performance shall be the facility of SBOT in Ternitz, Austria, the goods delivery reception as applicable. Delivery shall be effected Ex Works (EXW) according to the Incoterms® 2010 and during ordinary business hours. Risk and title shall transfer with the cargo loaded (and secured) aboard the truck (or railcar) at the aforementioned facility, with the exception of retention of title according to Section 5 of these GTCS.
All costs and risks related to the shipment, including, but not limited to tariffs, transport fees and expenses, transport insurance, statutory export control permits, customs clearance, oversize and dangerous goods transports, special shipment measures, etc. shall be borne by Customer. SBOT and Customer may agree to have an appropriate transport insurance purchased by SBOT, in which case this shall be at the expense of Customer. Every shipment shall be accompanied by appropriate, customary shipping documents, including, but not limited to the delivery note clearly indicating the order confirmation number.
Delivery shall be made within the periods or on the date specified in the contract. In all other cases, delivery shall be made within 30 (thirty) business days from entering into contract. Specified delivery periods are, unless expressly agreed as binding, only approximate and non-binding. Periods and dates of delivery are reference values and subject to confirmation by SBOT.
SBOT reserves the right to have delivery periods and dates postponed autonomously by the period required for all contract-related details clarified in their entirety, particularly with respect to the provision of any required statutory permits or approvals, and for Customer to meet his obligations, particularly ancillary and cooperation obligations. The same shall apply for the purpose of shipping efficiency (bundling of deliveries) for up to 5 (five) business days. Following notification of postponement, Customer may seek agreed solutions with SBOT on the period of postponement.
In the event of default, Customer only shall have the right to claim damages only if the delay is due to at least a grossly negligent breach of contract by SBOT. Delivery delays and cost increases caused by incorrect, incomplete or subsequently changed information or other causes not caused by SBOT shall not be the responsibility of SBOT and cannot lead to SBOT defaulting. The resulting additional costs shall be borne by Customer.
Should Customer not be able to accept delivery of the products within the period or at the date of delivery, he shall notify SBOT thereof, stating the reason and, if possible, the time when he will be able to accept delivery. SBOT shall arrange for storage of the products at the risk and expense of Customer, and if Customer so requires, insure the products at his expense.

3.3. Shipping and Packaging

Where SBOT and Customer agree to have shipment commissioned by SBOT, such shall be at the risk and expense of Customer and SBOT shall, to the extent permissible by law, not be held liable for the selection made with respect to the forwarding agent or freight carrier.
In any case, only recognized freight forwarders specialized in international transports shall be used to carry out paperwork and shipment and to provide respective support. SBOT reserves the right to inspect individual carriers and their vehicles and to reject them, should they not provide a sufficient level of safety or should the means of transport be unsuitable, e.g. by reason of overall conditions, lack of sufficient load securing devices, etc. for the transport. Such rejection shall not incur any claims against SBOT.
SBOT will deliver the products in a packaging appropriate to have the products delivered safely, undamaged and compliant with international standards and the statutory obligations in the European Union (EU). Disposal of packaging shall be made by Customer at his own cost and expense, unless collection and recovery is mandatory to SBOT in the certain case.
Customer is obliged to check the received products immediately after receipt for completeness. Obvious packaging damage must be reported and noted immediately upon delivery to the supplier / freight forwarder / freight service or refused to be accepted and SBOT must be contacted as soon as possible in order to secure any transport damage claims / insurance claims.

4. Payment

4.1. Terms of Payment

Unless otherwise agreed, SBOT’s entitlement to payment shall arise for any product once the invoice has been received. The same shall apply to all cash and other expenses charged. SBOT shall be entitled to ask for advances to cover its expenses.
Prices for the products shall be exclusive of value added tax (VAT), fees and charges and in accordance with Ex Works (EXW) pursuant to the Incoterms® 2010.
Payment shall be effected within 25 (twenty-five) days from receipt of the invoice according to Section 4.2 of these GTCS, however not earlier than following delivery of the products by SBOT. Delivery may be effected in tranches or parts by SBOT. For the timeliness of the payment, the credit on a bank account of SBOT shall be authoritative. SBOT shall be entitled to interest of 9.2 percentage points above the base lending rate of the Austrian National Bank (pursuant to section 456 of the Austrian Commercial Code / UGB), however, at least 9.6 % p.a., commencing from the date of initial objective delay in payment, if late payment occurs due to Customer’s fault. Customer also undertakes to reimburse SBOT dunning and collection charges incurred to the extent they are necessary for pursuit of the claim.
If payment has not been made in full and on time, SBOT shall also be entitled to terminate the contract. The assertion of further rights and claims shall remain unaffected. If Customer is in default of payment, SBOT may call for immediate payment of the products of different contracts concluded with Customer. Where payment by instalments has been agreed, SBOT reserves the right to demand immediate payment of the total debt outstanding if instalments or ancillary claims are not paid in time (acceleration clause). Furthermore, SBOT shall not be obliged to deliver additional products until payment of the amount outstanding. In this connection, reference is made to the legal right of retention according to section 471 of the Austrian General Civil Code / ABGB and section 369 of the Austrian Commercial Code / UGB. If the right of retention is wrongfully exercised, SBOT shall only be liable for gross negligence up to the amount of the outstanding claim.
Notwithstanding the above, all receivables shall become due and payable when circumstances occur that justifiably make doubt Customer’s creditworthiness or that may essentially endanger the realization of entitlements, e.g. substantial reduction or entire cancellation of credit insurance limits by renowned credit insurers or restructuring, insolvency or other proceedings with similar effect are applied for or opened upon Customer or a petition for opening of such proceedings is dismissed for lack of assets to cover the costs. Customer shall inform SBOT immediately about the occurrence of any of those circumstances. Furthermore, SBOT shall have the right in such cases to make any further deliveries dependent on advance payment or provision of appropriate and acceptable securities.

4.2. Invoicing

Customer agrees to have invoices presented in electronic form to the e-mail address notified to SBOT. As applicable, invoices meet the requirements of section 11 of the Austrian Value Added Tax Act / UStG as amended, and include VAT and order confirmation number.
Customer shall not be entitled to offset his own claims against counterclaims out of the same transaction or other transactions, unless those counterclaims have been ascertained by court in a non-appealable manner or are expressly acknowledged by SBOT.

5. Retention of Title

The products shall remain the unrestricted property of SBOT until the purchase price, including all costs, fees, expenses and ancillary payables to be reimbursed by Customer has been fully paid.
If SBOT exchanges individual components of delivered products by way of supplementary performance, SBOT also remains the owner of the replaced components.
Where payment has not been made in its entirety and the products are further processed by Customer or are combined with other products (including third party products) by Customer, SBOT shall maintain a joint ownership share of the newly created items corresponding to the invoice value to the value of the newly processed items.
Insofar as the reserved property expires for whatever reason, Customer shall assign all of his (proportional) ownership rights and contingent remainders to SBOT and keep those separate or have them properly noted in corresponding entries in his books as law requires for the assignment to become effective.
The right of Customer to resell conditional products shall be limited to ordinary business transactions. Receivables acquired by Customer through the resale of the conditional products shall automatically be assigned by Customer to SBOT in the amount of the respective invoice value. The same shall apply to any other claims and proceeds, such as insurance proceeds in cases of destruction or damage, retrieved in connection with the conditional products. Pledging of products or transfer of rights or receivables assigned shall not be permissible.
In the event of seizure and other interference by third parties with regard to the products not yet paid, Customer shall notify SBOT in writing without delay, so that SBOT can take the further necessary steps. Irrespective of this, Customer must inform third parties (creditors) in advance of the rights existing concerning the products.
Irrespective of the assignment, Customer shall remain entitled to collect the assigned claims until SBOT revokes. In the event of revocation, Customer shall immediately notify the third-party of the assignment and hand over all required information and documentation to allow SBOT assert its rights (including collection of assigned claims). Furthermore, SBOT may prohibit any further processing, combination or sale of retained property and retrieve the property by entering the production premises of Customer.
The following shall entitle SBOT to revocation: Payment terms are not met by Customer (in this or any other transaction), circumstances occur that justifiably make doubt Customer’s creditworthiness or may essentially endanger the realization of entitlements, e.g. substantial reduction or entire cancellation of credit insurance limits by renowned credit insurers, and restructuring, insolvency or other proceedings with similar effect applied for or opened upon Customer or a petition for opening of such proceedings is dismissed for lack of assets to cover the costs. Customer shall inform SBOT immediately about the occurrence of any of those circumstances.

6. Warranty and Liability

6.1. Warranty

SBOT warrants that products fully comply with the provisions explicitly set out in the contract and those properties set out in Section 3.1 of these GTCS at the time of delivery. All information on the Internet or catalogues or brochures does not represent guaranteed properties, but only product descriptions.
Warranty may be claimed for defects emerging within a period of 24 (twenty-four) months for movable items, and 36 (thirty-six) months for immovable items from delivery. Improvement or replacement shall let commence the warranty period anew from delivery for the improved / replaced items, but not for all items of the same delivery. Throughout the entire warranty period, Customer shall bear the burden of proof that any defects in the products were already present at the time of delivery.
Customer shall have the duty, in line with sections 377 ff of the Austrian Commercial Code / UGB, to carefully inspect the products and notify SBOT in writing, including via EDI, e-mail or fax, within an appropriate period of time not exceeding 5 (five) business days from delivery any defects detected, including a description of the defect, otherwise the product shall be deemed accepted and the assertion of any warranty claims or claims for damages as well as the right to assert claims on grounds of mistake shall be precluded. The same shall apply where defects would have been detected if inspection was made carefully.
Defects not recognizable during careful inspection (i.e. hidden defects) shall be notified by Customer within an appropriate period of time, however no later than 3 (three) months following delivery. Any standard complaints shall not be acceptable to SBOT.
To assert warranty and liability claims, the submission of the original proof of purchase shall be required. Furthermore, Customer is obliged before the enforcement of the warranty claims to provide SBOT with the claimed products for the examination of the defect, namely at the choice of SBOT in Customer’s office, by sending it to SBOT or a third party designated by SBOT. If Customer refuses to cooperate, SBOT will be exempted from the obligation to provide warranty.
SBOT shall remedy properly notified and valid defects within a reasonable period of time, taking into consideration the time necessary for the handling of the warranty request, shipment from / to the facility of SBOT, production schedules and production times customary in the industry, at SBOT’s choice, either by improvement or replacement. Customer will allow SBOT all necessary measures to remedy the defect.
Can improvement or replacement not be effected sufficiently, or would, according to agreed understanding between SBOT and Customer, the following lead to the same outcome, given the insignificance of the defect to the purposes it is used for, SBOT may decide for a price reduction representing the loss in value caused by the defect.
To the extent permissible by law, any right to rescission shall be restricted to cases where the defect considerably affects the usability of the products and provided rescission is mutually agreed between SBOT and Customer.
SBOT may decide to have improvement or replacement affected either at its own facility or the facility of any other company of the SBO Group. Unless otherwise agreed, Customer shall bear any additional costs which SBOT incurs for remedying defects on products located in a place other than the place of performance.
Excluded from the warranty are in particular defects or damages due to
– operational and normal wear,
– improper use,
– operator error and negligent behaviour of Customer,
unless Customer proves that these circumstances are not the cause of the complaint. The warranty is also void if the serial number, type designation or similar markings are removed or made illegible.
Unless otherwise stated, Customer waives the assertion of further claims. SBOT is therefore not liable for consequential damages.

6.2. Liquidated Damages

Customer agrees to the payment of liquidated damages of 5 (five) % of the total contract value upon first notification by SBOT for violations with respect to Section 8 of these GTCS, in particular, as it refers to the Code of Conduct (Section 8.1) and Confidentiality and Intellectual Property (Section 8.4).

6.3. Limitation of Liability

To the extent permissible by law, SBOT (including its subsidiaries, affiliates, officers, directors, employees, agents, subcontractors, etc.) shall not be held liable, irrespective of the legal grounds, for any claims to damages due to default, impossibility, breach of obligation, culpa in contrahendo or due to defective or incomplete performance or pecuniary loss suffered by Customer due to slight negligence, replacement of consequential / subsequent damages (in particular resulting from production disruptions or interruptions in operations), lost profit, non-achieved savings, loss of interest / revenues and replacement of pure financial loss, be it indirect or direct damages. Claims for recourse of Customer or of third parties attributable to Customer arising from product liability shall be excluded unless the recourse claimant proves that the product defect is the result of gross negligence or wilful misconduct on the part of SBOT. SBOT shall in particular not be liable for costs of legal proceedings, lawyer’s fees of Customer, costs of publication of judgments and internal expenses, for claims for damages, if any, or other claims of third parties; Customer shall indemnify and hold harmless SBOT in this respect.
Furthermore, total liability of SBOT, irrespective of the legal grounds and irrespective of existing coverage in the property damage liability insurance, shall be limited to a maximum of 100 % of the contract value of the individual damage-causing delivery (to the exclusion of any surcharges for shipping, packaging, storage and customs). This limitation of total liability shall include any reimbursement of expenses, claims to warranty or individually agreed guarantees.
Claims in connection with the products shall become time-barred after 18 (eighteen) months following delivery at the latest, with the exception of mandatory provisions to product liability requiring a longer period.

7. Termination and Force Majeure

In addition to the individually stipulated rights of withdrawal set forth in these GTCS and the contract, SBOT explicitly reserves the right to terminate for good cause at any time with immediate effect, which shall apply, in particular, but not restricted to
– severe infringement of major contractual obligations by Customer,
– failure to comply with payment terms (in this or any other transaction between SBOT and Customer in his role as customer),

– when circumstances occur that justifiably make doubt Customer’s creditworthiness or that may essentially endanger the realization of entitlements, e.g. substantial reduction or entire cancellation of credit insurance limits by renowned credit insurers, restructuring, insolvency or other proceedings with similar effect applied for or opened upon Customer or a petition for opening of such proceedings is dismissed for lack of assets to cover the costs,

– major changes in the ownership structure / shareholding relationships of Customer that make it unreasonable for SBOT, e.g. as a result of imminent loss of reputation or image or (possible) serious effects on the relationship of SBOT with other customers or suppliers, to continue execution of the contract,

– major negative changes in the technical, legal or economic basic conditions / circumstances which make it no longer tolerable for SBOT to adhere to the contract, or

– impossibility of delivery of the products due to reasons for which Customer is responsible or further delay even after the grace period of 14 (fourteen) days.
Non-fulfilment or late delivery shall not entitle Customer to withdrawal (other than set out below), or other claims such as damages, in cases of force majeure or other unforeseeable events that cannot be prevented by reasonable means, including, but not limited to unforeseen interruptions to production, material shortages, insufficient supply of raw materials and other third-party services required by SBOT for timely delivery, no matter whether they occur at a supplier or one of the designated sub-suppliers, as well as war, strikes, riots, acts of god, fire, embargos and restrictions to trade. In any and all of those cases, delivery periods and dates shall automatically extend by the duration of those effects. If an event of force majeure lasts longer than 4 (four) weeks, SBOT and Customer shall enter into negotiations for amicable solution. After in total 3 (three) months, provided that no amicable solution can be reached, Customer may withdraw from the contract in whole or in part. Such withdrawal shall not entitle to any additional claims, especially not claims for damages on the ground of non-performance or default, unless intent or gross negligence can be proved.
If the contractual relationships end prematurely for any reason, SBOT shall be entitled to remuneration for the products delivered until then. Should Customer be responsible for premature termination of the contractual relationship, SBOT shall receive a lump-sum compensation of 25 (twenty-five) % of the value agreed for the products not yet delivered, subject to further claims by SBOT, in addition to the pro rata remuneration.

8. Compliance and Code of Conduct

8.1. Code of Conduct

SBOT commits itself to SBO Group’s Code of Conduct available at in the latest applicable version. According to Article 1 of the Code of Conduct, it shall also apply to persons undertaking activities for or on behalf of SBOT.
Customer herewith acknowledges the Code of Conduct and agrees to its application mutatis mutandis.

8.2 Taxes, Tariffs and Customs

All quoted amounts are, unless otherwise agreed, in EUR. The sales tax is levied according to the legal regulations. If SBOT does not declare VAT in an invoice, but in retrospect it turns out that VAT had to be charged according to the legal situation, SBOT shall be entitled to charge this to Customer at a later date. In this case, Customer irrevocably waives the plea of limitation regarding the subsequently calculated VAT.
Pursuant to Section 4.1 of these GTCS, Customer shall be responsible for export and import of the products. Any taxes, tariffs and customs duties incurred by export or import of the products shall be borne by Customer, including any taxes, tariffs and customs duties incurred by changes to respective laws after SBOT has made an offer or the contract has been signed. SBOT and Customer may mutually agree upon details.
For deliveries in the EU to commercial customers, a VAT-free delivery can be made when the buyer’s UID is specified.
For each delivery that SBOT arranges for Customer to the non-EU foreign country, SBOT creates the invoice net, without Austrian VAT. The prices are duty unpaid and untaxed.
Deliveries to non-EU countries may incur additional country-specific duties, taxes and fees. The amount of the fees depends on the country of delivery. These fees shall be borne by Customer. In addition, depending on the contracted carrier, additional service and processing fees may arise which SBOT has no control over and which shall also be borne by Customer.

8.3. Export Control and Sanctions

Customer shall be obliged to comply with all applicable national and international export control regulations with respect to the products and any connected performance to the advantage of third parties.
Performance of the contract shall be subject to any required export permits issued. Furthermore, it shall be subject to the express proviso of no conflict with any applicable import or export control regime, including, without limitation, sanctions (primary and secondary sanctions), embargos and other barriers to trade. This shall apply whether those barriers apply to SBOT directly or to any SBO Group company or the SBO Group as such, with or without effect on SBOT.
Customer acknowledges that the imposition of any of those barriers constitutes an event beyond the control of SBOT, the effect of which is to have SBOT released from its contractual obligations. Release shall not incur any damages or other claims against SBOT, such as reimbursement of any costs or expenses, direct, indirect or consequential, which arise to Customer in connection with such release and / or failure to deliver the products. However, SBOT and Customer may consult in good faith regarding compliant alternative delivery options.

8.4. Confidentiality and Intellectual Property

Customer acknowledges the confidentiality of business secrets of SBOT. Business secrets are to be understood in a broad sense and shall cover trade secrets and intellectual property (IP), business ideas, processes, forecasts and strategies, customer, supplier and product information including price lists and price determination mechanisms, capacity and production information, machines, research and development (R&D) information and development plans, manager and employee related records, etc. Any transfer, duplication, disclosure or publication of documents or information provided by SBOT to Customer shall, in general, be prohibited and subject to approval by SBOT. Furthermore, Customer agrees to neither access, use, appropriate nor register intellectual property (IP) made accessible by SBOT other than access and use for performance of the contract. Ownership of the intellectual property (IP) shall remain with SBOT.
The aforementioned provisions shall apply for an indefinite period of time, which may go beyond termination of business with SBOT. Upon termination, all documents and information received or created in course of the business shall be returned (handed over) to SBOT. Where this is impossible or impractical, it shall be destroyed (deleted). Should destruction not take place, whether due to mandatory provisions under public law or separate agreement with SBOT, SBOT shall be informed immediately.
Should Customer provide drawings and technical documents subject to intellectual property (IP) rights, he agrees to grant the unrestricted right to access and use for the purposes they have been provided for. However, SBOT agrees to neither access, use, appropriate, nor register intellectual property (IP) made accessible by Customer other than access and use for performance of the contract. Ownership of the intellectual property (IP) shall remain with Customer.
SBOT shall be entitled to make reference to Customer to point out the cooperation with Customer and mention his name, display the logo and link the reference to Customer’s website on all advertising means and in any advertising and promotion measures, in particular on the website, in publications and reference lists of all kinds, for an unlimited period of time without Customer being entitled to any payment in this respect, but with Customer having the right to revoke his consent at any time.

8.5. Data Protection

On 25 May 2018, Regulation (EU) No 2016/679 (EU-General Data Protection Regulation) has entered into effect which forms the basis for SBOT’s protection of natural persons in the processing of personal data.
Customer acknowledges that his and his employees’ personal data are processed by SBOT as required for the purposes of the business relationship with Customer. This shall not restrict to have personal data processed for other purposes if those are compatible with the purpose for which those were collected, including by any other SBO Group company for those purposes.
Further information on personal data processing by SBO and the rights relating thereto has been made available at
SBOT requires Customer to comply with the same, who shall therefore process data in a manner that ensures appropriate security, including protection against unauthorized or unlawful processing and against accidental loss, destruction and damage, using appropriate technical and organizational measures (integrity and confidentiality).
As regards processing of personal data, he shall, in addition to the requirements of integrity and confidentiality, comply with the principles (a) lawfulness, fairness and transparency, (b) purpose limitation, (c) data minimization, (d) accuracy, and (e) storage limitation, all of them as stipulated and specified in the EU-General Data Protection Regulation.
Processing of personal data – including use and transmission to SBOT – shall only be made based on a valid legal ground and the data subject shall be properly informed in line with Articles 13 f of the EU-General Data Protection Regulation. SBOT may request evidence by Customer as required to comply with the EU-General Data Protection Regulation.
Customer shall indemnify and hold harmless SBOT for any penalties imposed on or damages arisen to SBOT or any of its managers or employees due to non-compliance with obligations on data protection by Customer.

9. Salvatory Clause

Should provisions of these GTCS be or become void or ineffective in whole or in part, the effectiveness of the remaining provisions shall not be affected thereby. The void or ineffective provisions shall automatically be replaced by valid, effective, lawful and enforceable provisions which come closest to the purposes of the provisions to be replaced. SBOT and Customer may expressly agree on valid and effective provisions meeting those requirements.

10. Legal Venue and Choice of Law

All disputes arising out of or in connection with the business relationship, these GTCS and the contract between SBOT and Customer, including the question of the conclusion, the validity, the dissolution or nullity of the contract, shall be subject to Austrian laws, excluding international conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG), as amended.
Legal venue shall be the court having jurisdiction over the subject matter at the seat of SBOT.