AND CONDITIONS OF SALE AND DELIVERY
(May 2022 version)
2. Order acceptance:
3. Performance, transfer of risk, delay and force majeure:
4. Force majeure
5. Offers and estimates:
7. Retention of title:
10. Withdrawal from the contract:
13. Data protection
14. Jurisdiction and choice of law:
Deliveries of goods to our customers are only made on the basis of the following conditions, unless otherwise stipulated in special terms and conditions. Deviating agreements must be in writing. Our employees are not authorized to make deviating promises or agreements orally without written authorization.
The possible invalidity of individual provisions of these General Terms and Conditions of Sale and Delivery has no effect on the remaining provisions. Instead of an ineffective provision, what comes closest to it in a legally permissible manner is deemed to have been agreed.
These terms and conditions also apply accordingly to services or other deliveries to be effected by us, unless otherwise regulated in special terms and conditions. Conflicting general terms and conditions of the customer will not be accepted by us.
2. Order acceptance:
If we do not confirm the order within five working days after receipt of a verbal and/or written order, the order is deemed not to have been accepted. We must declare the rejection of a written order in writing within 14 days of its receipt.
3. Performance, transfer of risk, delay and force majeure:
The place of performance for delivery and payment is our registered office, even if the handover takes place at a different location as agreed; in this case, the customer authorizes shipment by rail, post, road haulage or any other appropriate mode of transport and bears the costs of delivery (transport, interim storage, loading and unloading).
Benefits and risks are transferred to the customer at the latest when the delivery leaves our warehouse, regardless of the price agreed for the delivery, such as “carriage paid” etc.. Any claims for damages remain unaffected.
Unless otherwise agreed, the delivery period is 30 days after conclusion of the contract. In the case of goods that are not in stock, this is a maximum of 30 days from the receipt of the goods from the sub-supplier.
4. Force Majeure
Force majeure is an event that is beyond the sphere of influence of the contracting parties and could not have been foreseen and either prevents the fulfillment of the contract or the mutually required use of the subject matter of the contract, makes it significantly more difficult or makes it uneconomical, such as in particular strikes, war, civil war, riots, terrorism , cybercrime, natural disasters or natural occurrences such as low or high water, ice, storms, lack of energy, delays in transport and customs clearance, official orders, as well as all measures, effects or events in connection with epidemics, epidemics or pandemics (especially COVID-19) or other similar cases. In the event of force majeure, we are entitled to extend the performance period by the duration of the force majeure and an additional reasonable grace period. Furthermore, we are entitled to withdraw from the contract with immediate effect for the duration of the force majeure, regardless of the extension of the deadline.
For his part, the customer is entitled to withdraw from the contract with immediate effect if the service has not been rendered within 10 weeks of the expiry of the originally agreed service period.
The customer cannot assert any rights against us from or in connection with this withdrawal from the contract or the extension of the performance period; in particular, claims for damages from whatever legal title are excluded to the extent permitted by law.
The customer waives the assertion of any omission of the business basis and related claims.
The aforementioned regulations also apply if a case of force majeure occurs at our manufacturer, subcontractor or vicarious agent.
In the event of delayed departure from the factory or our warehouse, which can be attributed to circumstances that lie with the customer, the risk passes to the customer on the day the goods are ready for dispatch. If delivery on call has been agreed, the goods shall be deemed to have been called no later than three months from the order. We will inform the customer in good time of the expiry of the deadline and the importance of his behavior. If we are unable to fulfill the contract due to a lack of a corresponding disposition on the part of the customer, the effects of the default in acceptance come into effect at this point in time.
If the goods are not picked up by the customer contrary to the agreement, we are entitled to charge the customer a penalty of 1.5% of the net invoice amount for each week that has started, starting with the delay in acceptance.
Claims for damages going beyond this are not excluded.
Unless otherwise agreed in writing, we are entitled to make and charge for partial or advance deliveries.
Complaints about alleged non-delivery or incomplete delivery must be made in writing immediately, but no later than within seven days of receipt of the delivery note. If the customer has not received a delivery note, the period runs from receipt of the invoice. A breach of this obligation does not reduce the customer’s right to warranty, but can justify contributory negligence.
5. Offers and estimates:
Our offers are non-binding and do not include an obligation to accept an order. Cost estimates are only made in writing. Only written and paid cost estimates are binding. Unless otherwise stated in binding cost estimates, we are bound to the price estimates contained therein for one month.
Order changes and/or additional orders will be invoiced separately.
If costs increase between the conclusion of the contract and delivery as a result of circumstances that are not dependent on our will, such as an increase in our purchase price, increase in producer and or wholesale prices, due to wage cost increases by law, regulation or collective agreement, or increase or new introduction of taxes or due of value retention clauses, the prices in question increase accordingly.
The prices apply ex warehouse. Packaging, special transport packaging, pallets, insurance, delivery, etc. will be charged additionally.
In the case of the return of additionally charged packaging, special transport packaging, pallets, etc., the customer is responsible for the proper safekeeping of these items until they are actually returned. If these items cannot be reused, we are not obliged to take them back against payment.
Entrepreneurs cannot invoke § 934 ABGB (abbreviation by more than half) towards us.
7. Retention of title:
We reserve title to the object of purchase until the purchase price has been paid in full. In the event of attachment or other use of the object of purchase by third parties, the customer is obliged to point out our right of ownership and to inform us immediately.
The resale of goods subject to retention of title requires our prior written consent. In this case, the retention of title extends to the proceeds or the purchase price claim from this transaction, which has thus been assigned to our property. In the event of such a resale, the customer is obliged to store the proceeds separately. We are entitled to notify the third-party debtor of the assignment.
If the goods delivered by us are treated or processed and combined with others, the resulting co-ownership share in the item created by treatment or processing is in proportion to the value of the goods delivered by us to the other processed goods at the time of processing or combination to.
Unless otherwise agreed, payments are due upon receipt of the invoice.
In the event of a delay in payment, we are entitled, without prejudice to our other rights, to take back the goods, devices and the like that are subject to our retention of title – without this being equivalent to a withdrawal from the contract.
If an entrepreneur is in default of payment, we are entitled to claim interest and compound interest of 13% per year, billed quarterly. If changes occur on the money or capital markets that cause a general change in credit interest rates, we are entitled to adjust the agreed interest rate accordingly.
The defaulting customer is obliged to reimburse all procedural and culpably caused extra-procedural costs of the appropriate legal prosecution, such as reminder fees, expenses for the involvement of a debt collection agency as well as the costs of a lawyer engaged by us, insofar as these are in reasonable proportion to the claim made.
An offsetting of alleged counterclaims of the customer against the purchase price is excluded, unless the counterclaim has been determined by a court or has been recognized by us. A retention of the purchase price or wages in the case of justified claims for improvement is only permissible to the extent of the effort required for the improvement.
Payments received by us first pay off compound interest, interest and incidental charges, then the outstanding principal, with unsecured debt being paid before secured debt, starting with the oldest debt.
With customers who have a permanent business relationship with us, the deliveries and services are generally provided on the basis of a current account relationship and the mutual claims are therefore offset on the basis of the current account, but in compliance with point 8.6. The balance will be announced in a separate notification.
Unless otherwise agreed in a specific individual case, a current account debit interest rate of 13% per year is applied with quarterly settlement. If changes occur on the money or capital markets that cause a general change in credit interest rates, we are entitled to adjust the agreed interest rate accordingly.
It is expressly stated that a balance acknowledgment can be made in writing or verbally as well as tacitly if the customer does not raise an objection to the balance announced by us within a reasonable period of time, but at the latest within 4 weeks. This is indicated in the balance notification.
We expressly reserve the right to decide not to include individual claims in the existing current account relationship.
We are entitled, at our discretion, to exchange defective goods for goods of the same type that are in perfect condition within a reasonable period of time or to rectify the defect within a reasonable period of time. As a result, a claim to contract termination or price reduction expires.
The warranty claim presupposes that the customer has reported any defects within a reasonable period of time, at the latest within 14 days of handover, in the case of hidden material defects and defects of title at the latest within 14 days of becoming aware of the defects, in writing with a precise description of the defects. Item 4.6 remains unaffected.
The warranty period for movable items is 6 months, for immovable items 2 years from handover. The limitation period for movable and immovable items following the warranty period is three weeks.
The statute of limitations for defects in title is 6 months, in the case of immovable property 2 years, after the point in time at which the defect becomes known to the transferee, but no longer than 10 years from the conclusion of the contract.
The defectiveness of the goods at the time of delivery must be proven by the customer.
We are entitled to charge the customer for the costs of improvement or replacement, such as, among other things. to invoice any installation and removal costs, assembly costs, installation costs, transport and travel costs to the agreed place of rectification of defects.
Public statements by the manufacturer , the importer or other third parties about special properties of the goods, especially in advertising, do not become part of the contract in the absence of an express reference. Warranty and damage claims are limited to the amount of the invoice
10. Withdrawal from the contract:
If, after acceptance of the contract, we are in default of delivery due to intentional or negligent behavior, the customer is entitled to withdraw from the contract after the unsuccessful expiry of a reasonable grace period set in writing. In the case of goods that are to be specially manufactured or procured according to the customer’s specifications, an entrepreneur does not have the right to withdraw from the contract in the event of default due to slight negligence.
On the other hand, if the customer defaults in payment, we are entitled, without prejudice to our other rights, to withdraw from the contract in whole or in part after granting a reasonable grace period; in the event of our withdrawal, we are entitled to a compensation fee of 10% of the price of the goods in respect of which the withdrawal took place. We reserve the right to assert claims for damages that go beyond this.
If a contractual partner stops making payments, has his assets executed or the opening of insolvency proceedings is dismissed due to a lack of assets to cover costs, or his economic circumstances deteriorate to such an extent that the collectability of the claim appears to be at risk, the other contractual partner is entitled to withdraw from the contract without setting a grace period to resign.
In principle, we are not obliged to take back goods that have already been delivered. If, in an accommodating manner, a return is made in individual cases, a handling fee of 10% of the net invoice total will be charged to the customer in any case, plus compensation for any damage to the returned goods, which will be calculated from the new value – without considering any reduced current value will. If, as a result of the return of the goods, the respective discount scale in the customer’s goods purchase invoice is not reached, the quantity discounts originally granted will also be charged back.
In the case of entrepreneurial transactions, our liability is limited to damage caused by gross negligence or willful intent, which occurs on the delivery item itself.
The customer must inform us immediately of any damage that has become known to him caused by an item delivered by us, in particular if he is requested by third parties to compensate for damage or to notify his suppliers on the grounds of product liability, otherwise we are aware of a product defect in our goods receives or is harmed.
The assertion of liability, information or recourse requests must be addressed in writing to the management with a precise statement of the damage, the circumstances giving rise to liability, including proof that the deliveries and services originate from us.
Unless otherwise agreed, loading is not included in our contractual obligation to perform. The customer is solely responsible for load securing and load security.
The customer must notify us of any changes to the address immediately and expressly. Otherwise, written notifications are deemed to have been received by ordinary mail if they have been sent to the last address known to us.
The customer undertakes to process the personal data transmitted by us in accordance with the currently applicable data protection regulations, exclusively for the purpose of fulfilling the contract and to delete this data immediately after a reason justifying the processing ceases to exist.
With regard to our data protection information obligations in accordance with Articles 13 and 14 of the General Data Protection Regulation, we refer to the data protection declaration on our website.
At the request of the customer, a copy of this data protection declaration will be made available to him free of charge.
14. Place of jurisdiction and choice of law:
The competent court for Leoben is solely responsible for all disputes arising directly or indirectly from a transaction.
Only Austrian law has been agreed, with the express exclusion of the UN sales law and international conflict of law norms.