General Terms and Conditions
Status: June 2022
Table of contents
Scope of application
The deliveries, services and offers of our company are made exclusively on the basis of these terms and conditions; we do not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity. In this respect, acts of contract fulfillment on our part shall not be deemed as consent to contractual conditions deviating from our terms and conditions. These terms and conditions shall also apply as a framework agreement for all further legal transactions between the contracting parties.
Conclusion of contract
All orders and commissions placed by a customer shall become legally effective with an order confirmation or, in the absence of such, at the latest upon acceptance of the delivery by the customer. Unless otherwise agreed, the receipt of a down payment of at least 50% of the order value shall be deemed to be an order confirmation.
Price
Unless expressly stated otherwise, all prices quoted by us are inclusive of VAT.
Terms of payment, interest on arrears
In principle, advance payment shall be deemed agreed. Payments by the customer shall only be deemed to have been made when they are received in our business account. In the case of payments in freely convertible currencies other than the invoice currency, the customer shall bear the exchange rate risk. Bank charges shall be borne by the customer. The customer acknowledges his obligation to pay default interest of 12% p.a. from the due date. Any claims, counterclaims or compensation claims on the part of the customer shall not entitle the customer to defer payments beyond their due date.
Cash discount deductions require a separate agreement. In the event of default in payment, including partial payments, any discount agreements shall also cease to apply.
Withdrawal from the contract
In the event of default of acceptance (point 7) or other important reasons, such as in particular bankruptcy of the customer or rejection of bankruptcy due to lack of assets, as well as in the event of default of payment by the customer, we are entitled to withdraw from the contract, provided that it has not yet been completely fulfilled by both parties. In the event of withdrawal, if the customer is at fault, we shall have the option of claiming liquidated damages in the amount of the advance payment made or compensation for the actual loss incurred. If the customer is in default of payment, we shall be released from all further performance and delivery obligations and shall be entitled to withhold outstanding deliveries or services and to demand advance payments or securities or to withdraw from the contract after setting a reasonable grace period. If the customer – without being entitled to do so – withdraws from the contract or requests its rescission, we shall have the choice of insisting on the fulfillment of the contract or agreeing to the rescission of the contract; in the latter case, the customer shall be obliged to pay liquidated damages in the amount of the advance payment made.
Withdrawal is not possible for services that are agreed to begin within 7 working days of conclusion of the contract.
Dunning and collection charges
In the event of default, the contractual partner (customer) undertakes to reimburse the dunning and collection expenses incurred by the creditor, insofar as they are necessary for appropriate legal prosecution, whereby he undertakes in particular to reimburse at most the fees of the collection agency involved, which result from the ordinance of the Federal Ministry of Economics and Labour on the maximum rates of fees due to collection agencies. If the creditor carries out the dunning process himself, the debtor undertakes to pay an amount of € 10.90 per reminder sent and an amount of € 3.63 per half-year for keeping the debt relationship on record in the dunning process.
Delivery, transportation, default of acceptance
Our sales prices do not include any costs for delivery, assembly or installation. On request, however, these services can be provided or organized by us against separate payment. The costs actually incurred for transportation or delivery, including a reasonable overhead surcharge, but at least the freight and carriage charges applicable or customary on the day of delivery for the selected mode of transport, shall be invoiced. Assembly work shall be invoiced on a time basis, whereby a man-hour rate customary in the industry shall be deemed agreed.
If the customer has not accepted the goods as agreed (default of acceptance), we shall be entitled, after unsuccessfully setting a grace period, either to store the goods on our premises, for which we shall charge a storage fee of 0.1% of the gross invoice amount per calendar day or part thereof, or to store the goods at the customer’s expense and risk with a company authorized to do so. At the same time, we shall be entitled either to insist on fulfillment of the contract or, after setting a reasonable grace period of at least 2 weeks, to withdraw from the contract and dispose of the goods elsewhere.
Delivery time
Unless expressly agreed otherwise, our delivery periods are indicative and non-binding. Delays in deliveries cannot lead to withdrawal from the contract by the customer. Changes to the order after it has been placed may extend the stated delivery periods.
We are only obliged to perform the service as soon as the customer has fulfilled all his obligations necessary for performance, in particular all technical and contractual details, preliminary work and preparatory measures. Fulfillment of the contract on our part is subject to unforeseeable circumstances or circumstances independent of the will of the parties, such as all cases of force majeure, warlike events, official interventions and prohibitions, transport and customs clearance delays, transport damage, energy shortages, labor disputes and delays in delivery by suppliers for whatever reason.
Place of fulfillment
The place of performance is the registered office of our company.
Notice of defects, warranty
Obvious defects which can be detected during a proper inspection upon receipt of the goods must be reported in writing within 14 days of receipt of the goods at the place of destination, stating the defect in detail, otherwise the goods shall be deemed to have been approved.
Transport damage or loss must be reported to us immediately and a damage report signed by the carrier and the customer must be sent to us at the same time. Transport breakage will only be credited if transport breakage insurance has been taken out. The amount of the transport breakage insurance is 3% of the value of the goods.
Damage caused by the weather is excluded from the warranty. In the event of justified complaints, we will issue a credit note. All other warranty claims of the customer are excluded. The customer shall not be entitled to any further claims, in particular for compensation for indirect or consequential damage.
The above exclusions of liability shall not apply in the event of intent or blatant gross negligence on our part. The burden of proof lies with the customer.
Product liability
Recourse claims within the meaning of § 12 of the Product Liability Act are excluded unless the party entitled to recourse proves that the defect was caused within our sphere of responsibility and was at least due to gross negligence.
Retention of title and its assertion
All goods are delivered by us subject to retention of title and remain our property until full payment has been made. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared. If goods are taken back, we shall be entitled to charge any transportation and handling costs incurred. In the event of seizure of the reserved goods by third parties – in particular through attachment – the customer undertakes to draw attention to our ownership and to inform us immediately. If the customer is a consumer or not an entrepreneur whose ordinary course of business includes trading in the goods purchased from us, he may not dispose of the reserved goods, in particular not sell, pledge, give away or lend them, until the outstanding purchase price claim has been settled in full. The customer shall bear the full risk for the goods subject to retention of title, in particular for the risk of destruction, loss or deterioration.
Assignment of receivables
In the case of delivery subject to retention of title, the customer hereby assigns to us his claims against third parties, insofar as these arise from the sale or processing of our goods, until final payment of our claims. Upon request, the customer shall name his customers to us and inform them of the assignment in good time. The assignment must be entered in the business books, in particular in the “open items list” and made visible to the customer on delivery bills, invoices, etc. If the customer is in arrears with his payments to us, the sales proceeds received by him shall be segregated and the customer shall only hold them in our name. Any claims against an insurer are already now assigned to us within the limits of § 15 of the Insurance Contract Act.
Claims against us may not be assigned without our express consent.
Data protection, change of address and copyright
The customer agrees that the personal data contained in the purchase contract may also be stored and processed by us automatically in fulfillment of this contract.
By concluding the contract, the customer agrees that his personal data may be used by us for marketing purposes until revoked at any time.
The customer is obliged to notify us of any changes to his residential or business address as long as the legal transaction that is the subject of the contract has not been completely fulfilled by both parties. If such notification is omitted, declarations shall be deemed to have been received even if they are sent to the last known address.Plans, sketches or other technical documents as well as samples, catalogs, brochures, illustrations and the like shall always remain our intellectual property; the customer shall not receive any rights to use or exploit them in any way whatsoever.
Partial invalidity
Should a provision of this contract be invalid, this shall not affect the validity of the remaining agreements. The parties undertake to immediately agree on a new effective provision that comes as close as possible to the economic purpose of the invalid provision.
Choice of law, place of jurisdiction
Austrian law shall apply to this contract. The application of the Vienna Convention on Contracts for the International Sale of Goods is expressly excluded. The contract language is German. In the event of disputes arising from the contract concluded with the customer or the General Terms and Conditions on which the contract is based, the place of jurisdiction shall be Vienna.