General Sales and Delivery Terms and Conditions
Scope of validity: These sales and delivery terms and conditions apply exclusively to companies, legal entities under public law and separate assets regulated by public law. Contradictory conditions or purchaser's conditions that differ from our sales and delivery terms and conditions will only be recognised if we expressly agree such in writing. These sales terms and conditions also apply to all future transactions with the purchaser when these involve legal transactions of a similar nature.
Offer and contract completion: To the extent that an order is to be regarded as an offer, we can accept this within two weeks.
Prices: In the absence of an explicit fixed price agreement, all prices are subject to increases in the production costs of the item sold until the delivery date; an appropriate surcharge will be added to the invoice if necessary. The prices are only valid for the purchase quantities agreed; for smaller purchase quantities, appropriate surcharges will be added.
Shipping: Shipping is at the purchaser's own expense and risk and is separate from the prices agreed. In all cases where the pricing does not include any explicit shipping instructions, we will arrange shipping at the customer's expense at our best discretion and including insurance of goods in transport.
Packaging: Prices include standard inland packaging.
Delivery deadlines: We accept no responsibility for keeping to appointed delivery deadlines. Delivery of up to four weeks before or after the delivery deadline is considered to be within the prescribed period. Business constraints or disruptions, which also include a shortage of raw materials and government measures of any kind that affect the company, consumables or manufacturing materials, as well as all other cases of force majeure, entitle the vendor to cancel part or all of the delivery and to extend the delivery deadline correspondingly, without the purchaser being authorised to use this as the basis for any claims. This particularly applies if the raw materials purchased by the vendor in order to fulfil the contract are not delivered, not delivered on time or not delivered in a fit state to be processed.
Warranty and notice of defects: The purchaser's warranty requires the purchaser to fulfil his obligations to carry out an examination and lodge a complaint in accordance with § 377 of the Commercial Code, which states that defects must be notified in writing within a week of arrival at the destination. Samples only represent an approximation of the goods to be delivered; normal commercial quantity or quality variations in the delivered goods do not constitute a breach of the warranty. Furthermore, defect claims shall be excluded in the case of negligible impairment of use, normal wear and tear such as damage following the transfer of risk resulting from incorrect or negligent handling, excessive load, unsuitable equipment, defective construction work, unsuitable ground or particular external influences that are not stipulated in the contract. Similarly, if improper maintenance work or alterations are carried out by the purchaser or by a third party, no defect claim can be made on the basis of this or the consequences resulting from this. All freight costs and any travel costs for our personnel arising due to the repair of defects are at the purchaser's expense. We are only liable for those parts of the goods that we have obtained from subcontractors within the scope of warranty claims that we owe to the subcontractors. The statute of limitations for defect claims is 12 months following delivery of goods to the purchaser, where the law does not prescribe longer timescales. Goods may only be returned once we have given our express consent. If despite all possible care the delivered goods contain a defect that existed before the transfer of risk, subject to the defect being notified within the prescribed period, we will decide whether to repair the goods or to supply replacements. We must always be given the opportunity to provide subsequent performance within a reasonable period of time. The above regulation does not affect your right to recourse in any way. If the subsequent performance should fail, the purchaser can – without damaging any eventual compensation claims – withdraw from the contract or reduce the payment. Claims made by the purchaser relating to expenditure required for subsequent performance, particularly transport, travel, labour and material costs shall be excluded if the expenditures arise because the goods delivered by us were subsequently transferred to a site other than the purchaser's office; unless the transfer was made to fulfil the intended purpose of the goods. The purchaser only has the right to recourse against us if the purchaser has not reached any agreement with his customer that goes beyond the mandatory statutory defect claims. The above paragraph also applies to the scope of the purchaser's right to recourse against the supplier.
Default interest: If the payment period is exceeded, and subject to other rights, default interest at 6% above the discount rate of the Austrian National Bank and expenses from the expiry of the payment period until receipt of the payment will be added to the invoice.
Title retention: The goods we deliver remain our exclusive property until payment has been received in full. This title retention extends to proceeds from the sale of the goods we deliver and these proceeds are to be kept separate and not confused with other funds. In an open account, the retention of title to all of the delivered goods acts as security for the balance on our account. We accept no liabilities arising from the adaptation or manipulation of the delivered goods that are still our property. The adapted or manipulated goods continue to be our property until the outstanding debits have been paid. The purchaser has the right, until revoked, to sell the delivered goods in normal business transactions. He may not pawn them or assign them as securities. The purchaser must inform us immediately if the goods have been pawned or if our rights have been infringed in any other way by a third party. In addition to this, the retention of title to the delivered goods applies until all our outstanding accounts from all legal transactions with the purchaser, including any arising in the future, have been paid in full. If the purchaser sells the goods we deliver, under any circumstances, he thereby relinquishes to us the outstanding accounts and all ancillary rights resulting from that sale in payment until all our outstanding accounts resulting from delivery of the goods have been repaid in full. At our request, the purchaser must inform the third party debtor that the outstanding account has been relinquished and provide us with the information and documents necessary to assert our rights against the third party creditor.
Compensation: Notwithstanding the obligation to compensate claims arising from death and injury to body or health resulting from deliberate or negligent breach of duty on our part, all compensation shall be excluded, unless there is intent or gross negligence on our part. Our liability is limited in all cases to claims arising from the circumstances of the delivery itself. Subject to any mandatory liability under the Product Liability Law, we therefore accept no liability for damage to goods that are not the object of the delivery or for consequential damage of any kind.
Automatic stay: Possible claims do not authorise the withholding of due payments. Offsetting due financial obligations against counterclaims shall be similarly excluded. Return delivery requires the agreement of the vendor. The purchaser will be liable for costs arising from damage due to improper packaging for return delivery.
Collection: No one is authorised to collect in our name without a particular power of attorney to collect.
Bills of exchange and cheques: These will only be accepted by prior agreement and in payment. In the case of bills of exchange, the acceptor must pay resulting discount charges, bank fees and stamp duty. The accounts will only be considered as settled once the bills of exchange and cheques have been paid in full. If the debt due is not paid within the deadline, the purchaser stops the payment, insolvency proceedings are brought against him or enforcement measures are pursued, all open accounts will immediately become due, regardless of the payment deadlines agreed.
Place of performance: The place of performance for deliveries and payments is Mödling, Austria. The place of jurisdiction for all claims, including claims relating to bills of exchange and cheques, is the court with jurisdiction over the subject matter in Wiener Neustadt, Austria. However, we reserve the right to prosecute the purchaser at his place of general jurisdiction. The contract and all the resulting legal relationships between us and the purchaser are exclusively subject to Austrian law with the exception of the UN Convention on Contracts for the International Sale of Goods.
Written agreements: All agreements that the parties have reached in order to carry out this contract have been set out in writing in this contract. Should individual clauses of this contract be or become invalid or contain an omission, this does not affect the validity of the remaining clauses. Statements by our employees or our representatives regarding the employability of the delivered goods are not binding and do not constitute an explicit guarantee of particular characteristics.