General terms and conditions (GTC)
Validity of general terms and conditions of sale and delivery (GTC)
Unless explicitly agreed otherwise, our general terms and conditions made known to the contractual partner shall apply.
Our contractual partner agrees that in case of doubt, our terms and conditions shall apply even in the event of the use of GTC by him irrespective of whether the contractual partner's terms and conditions remain unchallenged.
In this respect, contractual performance on our part shall not be deemed to be consent to contractual terms and conditions that deviate from our terms and conditions. If ambiguities remain in the interpretation of the contract, these are to be eliminated in such a way that those contents are deemed to be agreed which are usually agreed upon in comparable cases.
Offers and acceptance
Our offers are subject to confirmation. The contract shall only be deemed concluded upon dispatch of a written order confirmation or on delivery by us. The withdrawal or modification of orders requires our written consent.
All prices are subject to our confirmation. Our quoted prices apply, except in the case of special agreements, EXW (Ex Works) ex our factory or warehouse in 8510 Stainz, Austria, plus VAT. The price also includes packaging unless special packaging is requested by the buyer.
Insurances of any kind will only be taken out upon explicit order of the buyer. The insurance costs as well as the expenses of a special freight requested by the buyer (e.g. express freight) shall be borne by him.
Terms of payment (due date, discount, interest on arrears)
Unless otherwise agreed in writing, the buyer undertakes to pay the agreed price in full:
- a) within 10 days from the date of invoicing with a discount of 2%.
- b) net payment 30 days from the date of invoicing.
Payment shall only be deemed to have been made on time if the amount has been received or credited to our account on the due date.
In the event of default of payment, interest on arrears in the amount of 9% above the respective base interest rate of the Austrian National Bank are payable annually. This shall not affect claims for compensation for proven higher interest. Furthermore, the buyer has to reimburse the dunning costs as well as the costs of legal counsel or a collection agency. We are entitled to withdraw from all outstanding delivery obligations and to make all outstanding claims due immediately if the buyer is in default with any payment or if restructuring or bankruptcy proceedings are instituted against him or if there is any other significant deterioration in his financial circumstances.
Payments shall be credited to our invoices in their chronological order even if the buyer objects.
Our contracting partner agrees that invoices to him may also be created and transmitted electronically
Transports - transfer of risks / refusal of acceptance
In the absence of an explicit agreement to the contrary, our contractual partner shall bear the costs and risks of transport for deliveries from our factory or warehouse in 8510 Stainz, Austria.
The choice of the mode and route of dispatch is left to our discretion. If the buyer refuses to accept the delivery, he shall bear all freight, postage and other ancillary costs, also for any necessary returns.
The risk shall be transferred to the buyer as soon as the goods are handed over to the transport company or has left our warehouse. If handover and dispatch are delayed for reasons for which we are not responsible, the risk shall be transferred to the buyer on the day on which the goods are ready for dispatch.
Partial deliveries are permitted. Short deliveries do not entitle the buyer to withdraw from the contract.
Reservation of ownership
The goods remain our property until full payment of the purchase price and all costs and expenses has been received. In the event of a plurality of claims on our part, payments by the debtor shall be allocated primarily to those of our claims which are not (or no longer) secured by a reservation of title or other means of security. The buyer may sell and process the goods within the scope of his normal business operations; this authority shall end in the event of default in payment or if the opening of restructuring or bankruptcy proceedings is applied for in respect of the buyer's assets. In all these cases, the buyer is obliged to surrender the goods. The demand for return does not constitute a withdrawal from the purchase contract, unless we explicitly declare the withdrawal from the contract. By processing the goods, the buyer does not acquire ownership of the new item; it is carried out for us without any liabilities arising for us from it. The buyer assigns to us the claims from a premature sale of the delivered and/or processed goods and is obliged to inform us of his customers upon request. The assignment shall be marked by the buyer in the relevant customer account or otherwise visibly. Any pledging or expropriation of the delivered and processed goods or the assigned claims in favor of third parties is precluded. In the event of pledging of the goods, we must be notified immediately.
Place of Performance
Unless otherwise agreed, the place of performance for our deliveries is our warehouse at Gewerbepark 8, 8510 Stainz, Austria.
Non-performance / Default of delivery and performance / Right of withdrawal
All agreed delivery dates shall be met as far as possible. In any case, the purchaser must accept delivery date overruns without being entitled to claim compensation or the right to withdraw from the contract. The same shall also apply in the event of force majeure, strike, transport or customs difficulties. In the event that the execution of an order is not possible or cannot be reasonably expected from us due to a lack of raw materials, official measures, force majeure or a change in the manufacturing basis as a result of increased expenses, we shall be entitled to withdraw from the contract.
Default of acceptance
If our contractual partner is in default of acceptance, we shall be entitled to store the goods on our premises, for which we are entitled to charge a storage fee of EUR 100,- per commenced calendar day.
Unilateral change in performance
Objectively justified and reasonable changes of our performance or delivery obligations, in particular a reasonable delivery period, shall be deemed to have been approved in advance.
Objectively justified and minor changes which do not affect the price may be made by us. This applies in particular to such delivery deadline overruns. We will then, if the actual exceeding of the deadline can be estimated, announce which delay is to be expected.
Warranty / Notice of defects
Apart from those cases in which the right to rescission (termination of the contract) is granted by law, we reserve the right to fulfil the warranty claim at our discretion by subsequent delivery, replacement, or credit note.
The transferee must always prove that the defect was already present at the time of handover. The goods must be inspected immediately after delivery. Defects discovered in the course of such inspection shall also be notified to us without delay, but no later than 14 days after delivery, stating the nature and extent of the defect. Hidden defects shall be notified immediately after their discovery. If a complaint is not made or not made in good time, the goods shall be deemed to have been approved. Goods complained of in good time shall be left in the condition in which they were delivered until they are at our disposal and shall be returned at our request, otherwise the warranty obligation shall lapse. The assertion of warranty claims or claims for compensation as well as the right to contest errors due to defects are excluded in these cases.
Customary and minor deviations in quality, color and workmanship cannot be objected to. No guarantee is given for color fastness.
Apart from personal injury, we shall only be liable if the injured party proves gross negligence on our part.
Any recourse claims made against us by contractual partners or third parties under the title of "product liability" within the meaning of the Product Liability Act shall be excluded unless the party entitled to recourse proves that the defect was caused in our sphere and was at least due to gross negligence.
Set-off against our claims with counterclaims of any kind and nature is excluded.
Prohibition of refusal of performance / Prohibition of retention
Justified complaints do not entitle the customer to withhold the entire invoice amount, but only an appropriate part of it.
Trademarks / Design / Advertising material
The buyer shall not, without our consent, use any trademark or name (whether registered or not) of which we or any company associated with us are the owner or registered user in connection with the goods if the goods are further processed or handled in any way without our permission. Reproduction or exploitation of our designs, models and patterns is not permitted. Advertising material provided by us may only be used in accordance with our consent.
Declarations, notifications, etc. – except for notices of defects – addressed to us must be in writing, therefore with an original signature or a secure electronic signature, to be legally effective.
Our contractual partner undertakes to maintain secrecy vis-à-vis third parties regarding the knowledge obtained from the business relationship with us.
Choice of law
Austrian substantive law shall apply to this contract; the applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Agreement on the choice of court
The court with subject-matter jurisdiction at the registered office of our company shall have regional jurisdiction to decide on all disputes arising from this contract. However, we shall also have the right to take legal action at the general place of jurisdiction of the contractual partner.