Application areas
Company
1.Validity:
1.1 These General Terms and Conditions of Sale (hereinafter also referred to as GTC) constitute the legal framework for all our deliveries and services which we provide as a contractor to the client as a company (hereinafter referred to as the customer). They shall apply exclusively and shall become an indispensable part of the contract, irrespective of the form of the order.
1.2 An enterprise in this sense is any permanent organization of independent economic activity, even if it is not profit-oriented.
1.3 Deviating, conflicting or supplementary general terms and conditions of the customer shall only become part of the contract if we have expressly agreed to their validity in writing.
1.4 Individual agreements made with the customer in individual cases (including ancillary agreements, supplements and amendments) shall take precedence over these GTC. For the content of such agreements, a contract or our confirmation, both in writing (see contract point 10.) required.
1.5 References to statutory provisions in these GTC shall have only clarifying significance. The statutory provisions shall apply subsidiarily, unless they are amended or excluded in these GTC.
2. Conclusion of contract:
2.1 Our offers and price lists are non-binding and subject to change and are to be understood only as an invitation to submit an offer. to be understood. The same shall apply to information contained in our catalogs, brochures, websites and the like. Contracts shall not be concluded until we have confirmed the order in writing or have performed an act of performance (e.g. delivery/shipment of the goods). The same shall apply if we do not reject the order within 14 days of receipt by us. All other agreements or ancillary agreements, including those made at a later date, shall only become effective upon our written confirmation. Our employees are not authorized to make legally binding declarations on our behalf unless special powers of attorney have been disclosed by us to the customer.
2.2 Technical specifications in our documents are only approximate values unless they are expressly guaranteed as binding. Design or production-related changes and deviations remain reserved in any case. Mere typing and calculation errors in offers, order confirmations, invoices, catalogs, brochures and the like may be corrected by us at any time.
3. Prizes:
3.1 All prices quoted by us are subject to change and are quoted in Euro (€), excluding VAT, unless otherwise expressly stated.
3.2 Unless otherwise agreed in writing, cost estimates shall be prepared without warranty for their correctness.
3.3 Any changes in wage costs due to collective bargaining agreements or statutory regulations or internal company agreements, as well as changes in other cost centers relevant for the calculation or costs necessary for the provision of services, such as those for materials, energy, transport, external work, financing, etc., shall entitle us to increase the prices accordingly until the day of delivery. For this reason, the customer shall have neither the right to withdraw from the contract nor the right to claim that the basis of the contract has ceased to exist. However, a delay in delivery for which we are responsible shall not lead to any price increase.
3.4 Unless otherwise agreed in writing, all prices are exclusive of ancillary expenses. Costs for packaging, shipping, customs and other services (assembly, installation, etc.) shall be invoiced separately.
3.5 We regularly purchase the goods or parts thereof offered by us from international markets or suppliers. Contracts with our suppliers are conducted in foreign currency (local currency) . Currency fluctuations in the exchange rate between the EURO and the respective national currency may result in price changes compared to our offer prices. We are entitled to charge the customer for currency fluctuations at our expense up to an increase of 10% in the official average exchange rate between the EURO and the respective national currency on the day the customer places the order with us and the day of our invoicing, which takes place immediately after delivery of the goods by us. If the currency fluctuation exceeds 10%, we are obliged to inform the customer in writing. The customer is entitled to withdraw from the purchase within 5 working days after receipt of our written notification of the price increase. Thereafter, the price increase shall be deemed to have been approved. Currency fluctuations in favor of the customer will be charged to the customer up to the amount of 10%.
4. Delivery, force majeure
4.1 Agreed delivery periods shall commence upon dispatch of the order confirmation by us. However, the respective period shall not commence before all technical or other information, documents, down payments or other services of the customer (PRELIMINARY SERVICES) required for the fulfillment of our obligations have been confirmed by us as having been received by us. In case of delay with agreed PRE-SERVICES, the delivery period shall be extended accordingly. The delivery deadline shall be deemed to have been met if the delivery item leaves our warehouse before the deadline expires or if we notify the customer by then that the item is ready for delivery.
4.2 Agreed performance dates shall be met to the best of our ability, but shall not be binding unless they have been expressly agreed as fixed in the contract. We shall be entitled to make and charge partial or advance deliveries. Compliance with fixed delivery dates shall be subject to the timely PRE-DELIVERY by the customer as agreed or as usually required by the type of service. In case of delay with agreed PRE-SERVICES, the date of performance shall be delayed accordingly.
4.3 If the period of performance is extended and/or the date of performance is postponed due to lack of timely PRE-SERVICESthe customer shall bear any additional expenses incurred due to the fact that services have to be repeated or are delayed as a result of late, incorrect or incomplete PRE-SERVICES.
4.4 In the event of a delay in performance or an impossibility of performance for which we are responsible, our liability for damages shall be limited in accordance with contractual item 9. limited
4.5 We reserve the right to choose the mode and route of shipment to the exclusion of any liability. In particular, there is no obligation to choose the cheapest mode of transport.
4.6 Packaging - also of partial and/or preliminary deliveries - shall be in the customary manner. Any additional packaging shall be borne by the customer.
4.7 Transport shall be for the account and at the risk of the customer. We are not obliged to take out transport insurance for the goods; transport insurance shall only be taken out on behalf and for the account of the customer.
4.8 Operational disruptions and events of force majeure as well as other events outside our sphere of influence, in particular also delivery delays on the part of our upstream suppliers, shall entitle us, to the exclusion of any legal claims, in particular warranty claims, claims for the avoidance of errors and claims for damages, either to extend the deadlines accordingly or to withdraw from the contract on account of the part not yet fulfilled. This shall also apply if the events occur at a time when we are in default.
4.9 Force majeure shall be deemed to include any circumstances beyond our control which make deliveries substantially more difficult or impossible, such as. a) War (declared or undeclared), hostilities, attack, acts of foreign enemies, extensive military mobilization; b) Civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; c) Monetary and trade restrictions, embargo, sanctions; d) lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation of works, requisition, nationalization; e) plague, epidemic, natural disaster or extreme natural event; f) explosion, fire, destruction of equipment, prolonged failure of means of transport, telecommunications, information systems or energy, as well as the (also partial) failure of our operating facilities due to lightning, flood or due to an attack on our IT systems (e.g. cyber attack; g.g) general labor unrest such as boycotts, strikes and lockouts, slowdowns, occupation of factories and buildings. The (also partial) loss of energy or other operating resources required for our production due to a trade embargo or supply boycott shall also be deemed a case of force majeure if the embargo or boycott was foreseeable.
4.10 In the event of other unforeseen events, insofar as they significantly change the economic significance or the content of the performance or have a significant effect on our operations, and in the event that it subsequently becomes apparent that performance is impossible, the contract shall be adjusted appropriately. If this is not economically justifiable, we shall have the right to withdraw from the contract in whole or in part. If we wish to exercise this right of withdrawal, we shall notify the customer thereof without undue delay after realizing the implications of the event, even if an extension of the delivery period was initially agreed with the customer.
4.11 If the placing on the market of our products is prohibited or restricted by the authorities, we shall not be obliged to take back the products or to compensate the customer; if the taking back is ordered by law or by the authorities, the customer shall be obliged to return the products at its own expense in their original packaging in the condition in which the products were delivered.
5. Transfer of risk, place of performance
5.1 Our deliveries shall be made "EXW our warehouse Incoterms®2020". Upon notification by us to the customer that the goods are ready for dispatch, but no later than upon departure of the delivery from our warehouse, in the case of direct delivery from our supplier's warehouse, the risk of price and performance shall pass to the customer irrespective of any separately agreed price regulation or separately agreed place of performance for the delivery. If the dispatch of goods ready for dispatch is not possible through no fault of our own, we shall be entitled to store the goods at our own discretion at the expense and risk of the customer, whereby the delivery shall be deemed to have been made; in this context, we shall in particular be entitled to carry out the storage ourselves at standard market prices or to store the goods ready for dispatch with third parties in the name and for the account of the customer.
5.2 Irrespective of any agreement on the place of delivery and the assumption of any transport costs, the place of performance shall be the registered office of our company.
6. Terms of payment
6.1 Unless otherwise agreed in individual contracts, our invoices - including partial invoices - shall be due for payment [8]. days after the date of issue, net, free of expenses and deductions, in particular without cash discount. Bills of exchange or checks will only be accepted upon separate agreement. We reserve the right to dedicate undedicated incoming payments to any multiple claims at our discretion.
6.2 In the event of default in payment by the customer, we shall be released from all further performance and delivery obligations and shall be entitled to withhold any outstanding deliveries or services or to demand advance payments or securities. If we send a reminder, the customer undertakes to pay an amount of € 40.00 per reminder, irrespective of fault. If the customer is at fault for the delay in payment, he shall also pay the necessary costs of appropriate extrajudicial enforcement or collection measures, insofar as these are in a reasonable proportion to the claim pursued.
6.3 If the customer defaults on even one installment in the case of an agreed installment payment, the entire outstanding amount shall become due immediately (loss of term).
6.4 If, after conclusion of the contract, there is a significant deterioration in the financial circumstances of the customer or if circumstances become known which, in our view, are likely to reduce the creditworthiness of the customer, all claims shall become due for payment immediately. In this case, further deliveries shall only be made against advance payment.
6.5 The customer shall not be entitled to withhold payments. The customer shall only have a right of set-off if its counterclaims have been legally established or acknowledged by us.
6.6 In the case of export transactions, the customer shall be exclusively obliged to obtain and maintain the necessary export, customs and other permits and the like at its own expense. We do not give any warranty or guarantee whatsoever for the admissibility of the export of the purchased goods. Furthermore, the customer shall return all export and customs documents and the like to us in the original, otherwise he shall be obliged to pay any value added tax. Furthermore, in the case of foreign deliveries, the opening of an irrevocable documentary letter of credit with a bank to be determined by us, usable against presentation of the shipping documents or forwarding acceptance certificate, is a prerequisite for our delivery.
7. Retention of title
7.1 We reserve the right of ownership to all goods delivered by us until full payment of the purchase price or compensation for work including interest and ancillary charges, irrespective of the legal grounds. The retention of title shall also extend to the products resulting from processing. If our goods are processed, combined or mixed with other materials, we shall acquire co-ownership of the resulting products in proportion to the value added. The customer is obliged - as far as possible - to mark the goods delivered by us under retention of title in such a way that our ownership is evident to third parties.
7.2 A resale shall only be permissible if we have been notified of such resale in good time in advance, stating the name or company name and the exact (business) address of the purchaser, and if we consent to the sale. In the event of our consent, the customer hereby assigns to us in advance his claims against his purchasers up to the amount of our claim against him. We accept this assignment. The customer is obliged to inform us immediately of the name and address of his customers, the stock and the amount of the claims resulting from the resale as well as to inform his respective customer of the assignment of the claim. Furthermore, the customer shall be obliged to make the assignment of this claim to us visible in his business books in a suitable manner. We shall be entitled to notify the customer's customer of the assignment at any time. Any assignment fees shall be borne by the customer.
7.3 The customer must notify us immediately of any seizure or other interference (of whatever nature) with the property by third parties. The customer shall be obliged to bear the costs and measures for the elimination of the encroachment, in particular the costs of intervention proceedings and the like.
7.4 In the event of default, we shall be entitled to assert our rights under the retention of title. It is agreed that the assertion of the reservation of title shall not constitute a rescission of the contract unless we expressly declare the rescission of the contract. If the customer does not meet his obligations or stops his payments, the entire remaining debt shall become due immediately, even if bills of exchange with a later maturity date are running. In this case, we shall be entitled to demand the immediate return of the goods to the exclusion of any right of retention. After taking back the goods, it shall be at our discretion either to sell the goods and credit the proceeds obtained less 20% resale charges to the customer against his outstanding obligations or to take back the goods at the invoice price, deducting any depreciation in value, and to charge the customer a rent for the time he is in possession of the goods delivered at the usual rental rate.
8. Warranty
8.1 Notification of defects shall be made by the customer in writing immediately after receipt of the delivery, however, at the latest within 2 working days from delivery and before any processing or treatment, otherwise excluding warranty claims and/or claims for damages and/or contestation of errors, but shall not entitle the customer to retain the invoice amounts or parts thereof.
8.2 For defects which could not be detected during the inspection on the occasion of delivery, the warranty period shall be 6 months from delivery and shall neither be extended nor interrupted by attempts at improvement; it shall also apply to partial deliveries. Such defects shall be asserted in writing within 2 working days from discovery of the defect, otherwise excluding warranty claims and/or claims for damages and/or contestation of error, but shall not entitle the customer to retain the invoice amounts or parts thereof.
8.3 Deviations of the ordered goods from the delivered goods, such as wrong dimensions or wrong goods (aliud delivery) must be claimed within 2 working days from delivery and still before any treatment or processing, even if the goods are not delivered directly to the customer. Otherwise the goods are considered approved and cannot be taken back or exchanged by us.
8.4 Our advice, whether verbal or written, is non-binding and does not release our customers from their own examination of our products for their suitability and for the intended purpose. In the case of subsequent deliveries, we do not assume any warranty for the exact conformity with the initial delivery.
8.5 The customer must always prove the defectiveness of the delivered goods at the time of handover, the legal presumption of § 924 ABGB is expressly excluded.
8.6 The warranty shall expire if the customer himself or third parties carry out modifications or repairs to the delivered item without our written consent. In the event of a complaint, the customer is obliged to first accept the goods, unload and store them properly.
8.7 For those goods which we, for our part, have purchased from suppliers, we shall only provide a warranty within the scope of the warranty claims to which we are entitled against the supplier. We only warrant that the products supplied by us have the properties usually assumed for these products in the course of trade. We shall only provide a warranty for additional properties, in particular those contained in public statements - such as advertising and in the information enclosed with the products - if these properties have been guaranteed by us in writing in the course of placing the order.
8.8 In the case of systems, spare parts and devices, only such defects shall entitle the assertion of warranty claims which concern the functional capability and not merely the external appearance. A possible warranty obligation relates without exception to the defective parts of the equipment, but not to the working time and travel costs required to remedy the defect.
9.1 Claims for damages or reimbursement of expenses, regardless of the legal basis, as well as claims under a right of recourse, regardless of the legal basis, shall be excluded unless the circumstances giving rise to the damage/recourse were caused by intent or gross negligence on our part or on the part of our vicarious agents. The customer must prove the existence of gross negligence. Excluded from this are personal injuries, for which we are already liable in case of slight negligence. In any case, compensation for indirect and consequential damages as well as for mere financial losses, consequential damages (e.g. loss of production, business interruption) and lost profits shall be excluded. In this sense, "lost profit" shall also be understood to mean the loss of an opportunity to make a profit which, at the time of the damage, already represents a present, independent asset for the customer, e.g. on the basis of an already existing contract of the customer with a third party. Insofar as we are liable on the merits in accordance with the above provisions, we shall only be liable for the amount of damage typically foreseeable at the time of conclusion of the contract, but in any case limited to the amount of the order value ordered from us. value of the order placed with us. Claims for damages shall become statute-barred 6 months after knowledge of the damage and the damaging party.
9.2 The customer's liability to pay damages to us shall be governed by the statutory provisions applicable to the damage in each case.
9.3 Instructions given in brochures, instructions for use or other product information must be strictly followed by the customer in order to avoid any damage. We expressly warn against any use beyond the defined areas of application. We are under no obligation to inspect and/or warn with regard to the materials, data and printing devices provided by the customer. In particular, we shall not check the correctness of the data stored on the data carriers provided. We do not accept any liability whatsoever for direct and indirect damage caused by errors in such data and materials.
9.4 Should our customer itself be held liable on the basis of the Austrian Product Liability Act or similar foreign provisions, it shall expressly waive any recourse against us, in particular within the meaning of § 12 of the Austrian Product Liability Act or similar foreign provisions.
9.5 If our customer brings the goods delivered by us into circulation outside the European Economic Area, he undertakes to exclude the obligation to pay compensation under the Product Liability Act vis-à-vis his customer, insofar as this is possible under the law applicable or agreed between him and the customer. In this case or in case of omission of this exclusion obligation, the customer shall be obliged to indemnify and hold us harmless with regard to claims of third parties under the title of product liability.
Insofar as written form is required in these GTC, this formal requirement shall be fulfilled by letter, fax or e-mail (also without electronic signature).
These General Terms and Conditions and all legal transactions subject to these General Terms and Conditions shall be governed exclusively by Austrian substantive law, , with the exception, however, of its rules of reference, in particular those of private international law, insofar as these refer to the application of foreign law. If Austrian law provides for the application of special international substantive norms that are also applicable in Austria - such as the UN Convention on Contracts for the International Sale of Goods - in the event of a foreign transaction, these shall not apply. This also applies to questions regarding the conclusion or interpretation of the GTC and the contract.
12. Jurisdiction
The place of jurisdiction for all legal disputes arising from or in connection with the present contractual relationship for our customer shall be exclusively the court having subject-matter jurisdiction for Linz / Austria. However, we are entitled, at our option, to sue the customer at any other court that may have jurisdiction under national or international law.
13.1 The headings of the provisions contained in these GTC are for convenience only and shall not be used for their interpretation.
13.2 No course of dealing between Customer and us and no delay or omission in exercising any right, remedy or remedy granted to us under these Terms and Conditions shall operate as a waiver of such rights. Each right and remedy granted to us in this document is cumulative and coexists with and is in addition to any other right, remedy or remedy granted to us by law.
13.3 Should any provision of these GTC be wholly or partially invalid or unenforceable or lose its validity or enforceability at a later date, the validity of the remaining provisions shall not be affected thereby. Instead of the invalid or unenforceable provision, a valid statutory provision shall apply.
Status: 04.08.2023