General Terms and Conditions

1. General

1.1 These sales and delivery conditions shall apply to all business relationships agreed between our company and our customers. Likewise, they shall apply to all business relationships agreed upon in the future, despite the fact that these haven´t been mentioned or explicitly agreed upon at the time of the conclusion of the agreement. Afore-mentioned conditions shall apply with the acceptance of the delivery of our goods or services at the latest. Unless agreed otherwise, any confirmation to the contrary on the part of our customers concerning their own business terms and won´t be accepted by any means. This shall also apply in cases where you´re not informed about our non-acceptance after the receipt of the goods.  

1.2 Any deviating agreements shall be effective and binding, only upon written confirmation by us.

1.3 All customer rights concerning this agreement shall be non-transferable.

1.4 The invalidity of individual terms and conditions under this agreement shall not affect the general validity of this agreement.  

1.5 We reserve the right to store data related to your person and our business relationship under consideration and in compliance with § 26 Federal Data Protection Act.  

2.Quotations

2.1 Our quotations are subject to confirmation and non-binding. Each and every order acceptance requires our confirmation in writing or by way of telex in order to become valid.

2.2 Drawings, images, dimensions, weight indications or other performance specifications provided by the manufacturers shall be binding only, if any corresponding agreement has been made between the customer and us.

2.3 We reserve all property rights and property rights concerning the documents and specimen related to the quotation.

2.4 The prices for individual positions of an item shall be effective and valid only if the quotation for the entire project has been confirmed.  

3. Order confirmation

3.1 Orders, verbal agreements, assurances, etc. including such made through our staff are subject to our written confirmation in order to become effective. Our staff is not authorized to make verbal agreements or verbal assurances exceeding the subject matter of the agreement. Assured specifications in accordance with § 459 BGB shall only be effective, if they are explicitly labelled as such.   

3.2 Confirmed prices shall only be applicable and valid if the quantity ordered is purchased.  

3.3 In cases of an increase of prices and/or charges occurring between conclusion of the purchase agreement and the scheduled delivery date, we reserve the right to make an appropriate price adjustment. This shall, however, be subject to the provision, that the period between the conclusion of the purchase agreement and the scheduled delivery date exceeds 4 months. In cases, where the agreed prices are increased by 10 % at the date of delivery, the customer shall be entitled to withdraw from the agreement.  

4. Delivery

4.1 Delivery shall be effected at the expenses and risk of the customer. Provided that the parties agreed upon a free delivery, the risk shall be transferred to the customer as soon as the vehicle stops at the customer´s address, i.e. that place, where the vehicle stops at an even ground. In so far, as technical conditions don´t fit the requirements, our customer undertakes, to provide for the devices, appliances etc. or staff necessary for the unloading.  

4.2 Partial deliveries shall be admissible under consideration of the legal provisions. Such deliveries shall be deemed as independent delivery. The choice of the carriage way and carriage means shall rest with us.  

4.3 The goods shall be checked for completeness, damages, and technical perfectness right upon their receipt.

4.4 Scheduled delivery dates and delivery periods, whether agreed upon in binding or non-binding form are subject to written confirmation.

4.5 Any acts of nature beyond control, i.e. force majeure, entitle us to postpone the scheduled delivery date by the corresponding period of the act of nature. Acts of nature beyond control include strikes, lock-outs, mobilizations, wars, embargos, prohibition of im- and exports, shortages of resources and energy, fire, traffic obstructions, malfunctions or errors concerning the operation resp. the transport, and any other comparable circumstances occurring beyond our control – regardless whether these occur on our part, the upstream supplier or on the part of any sub-supplier. Provided, that the delivery becomes impossible due to aforementioned events, we are entitled to withdraw from the agreement. Our customer shall, in turn, be entitled to request a confirmation with respect to the delivery of the goods within an appropriate period or our withdrawal from the agreement. In cases, where we do not provide the customer with a declaration within an appropriate period, the customer shall be entitled to withdraw from the agreement with respect to the non-fulfilled part of the delivery.

4.6 Our deliveries are subject to the timely and punctual supply on the part of ourselves, unless any delay or non-delivery has been self-inflicted

4.7 We are entitled to take out a transport and damage insurance to the account of our customer. Damage reports shall be made immediately upon receipt of the goods and must be demonstratively confirmed with respect to the kind and extent.

4.8 Each and every item delivered by us must only be returned carriage-free, if said good/s are in a flawless condition and upon prior agreement with us. Any item or goods accepted by us of our own accord will be credited to the customer´s account under consideration of a deduction of at least 15 % with respect to the costs. The credit item shall take place upon receipt of the manufacturer´s credit memo. We do not accept any returns of customized products.

5. Warranty and liability

5.1 The following conditions shall apply to our liability conditions:

5.2 Obvious defects must be reported to us in writing, immediately and two weeks upon delivery at the latest. The defected or reported items/goods must be kept available and be at hand in order when it comes to an inspection on the part of us or our request to send these to us. Defects that haven´t been detected despite a thorough inspection on your part within the period specified shall be reported in writing to us immediately upon their detection. Any disregard concerning the afore-mentioned obligations shall release us from the legal warranty obligations and associated liability claims after their expiry.

5.3 Despite agreements or compromises made with respect to complaints, we will not refrain from the provision that the customer´s complaint must take place in a timely and appropriate, thus reasonable manner.

5.4 Unless not otherwise agreed in individual cases or unless other specifications made by the manufacturer, the warranty period shall amount to two years and start with the date of delivery.

5.5 In cases where the delivered goods turn out to be defective or if said goods are lacking features or characteristics mentioned in the product specifications at the time of the order placement, or in cases where the delivered goods become defective within the warranty period due to manufacturing- or material flaws, we will, at our own discretion and under exclusion of any warranty claims, provide for a replacement or improve the product to our own account. Multiple requests concerning improvements will not be accepted. Provided that the improvement or substituted product goes wrong, the customer shall be entitled to make claims for a reduction of the purchase price or withdraw from the purchase contract upon their own discretion. In general, we assume no further liability for claims due to immediate or collateral damages, unless otherwise agreed. Any claims concerning the coverage of costs on our part shall only become effective insofar as these comply with § 476 a BGB, and only in such cases where the improvement is not associated with a disproportional effort. The same shall apply to the coverage of costs on our part with additional expenses that might incur with a wrong delivery concerning the place resp. the transport conditions.

5.6 We do not assume claims for damages due to delay, impossibility concerning the fulfillment of agreed order, or due to a positive infringement of a claim or due to any unlawful action raised against us or our subcontractors resp. sub-suppliers, insofar as the damage hasn´t been caused by intention or gross negligence resp. the damage claim doesn´t result from any assurances made with respect to the product, i.e. its specifications. The amount of damage claim on our part shall be limited to the amount of the damage, however, not more than 10% of the invoice amount under the provision that damage has not been caused due to intention or gross negligence, or in cases where an assured product property is missing.

5.7 We are not obliged to assure any liability or warranty, until the customer has balanced the amount due with respect to the product purchased by him despite any complaint reported.  n.

5.8  Goods offered under the provision of minor quality or such labeled as used goods, are sold under exclusion of any warranty claims.

6. Payment conditions

1. Unless not otherwise agreed, the goods delivered shall be payable right upon receipt and strictly net.

2. Provided that any agreements were made with respect to a cash discount for prompt payment, the agreement shall be subject to the provision, that all invoices claimed in the past have been settled. The calculation of the cash discount is based upon the net invoice amount upon deduction of any discounts, carriage costs etc.   

3. We are not obliged to accept any bills of exchanges and checks. In cases of bills of exchange, we reserve the right of discounting these. Both, checks and bills of exchanges won´t be credited to the customer´s account upon their encashment and assignment of claims and upon receipt of the payment. The claim and its maturity shall remain unaffected until that time. We do not assume any cost incurred from any discount-, protest-, or collection charges, i.e. any charges related to that shall be borne by the customer.

4. Despite any provisions stated by the customer, we are entitled, to charge any payments made from them against the amount payable i.e. due from former invoices. The customer will be reported immediately concerning any actions regarding this. In cases, where charges and interest have been incurred already, we reserve the right to settle the amount with former invoices and then, in a next step, with the interest, and in a final step with the principal claim.

5. The settlement shall be excluded unless no other agreement concerning any uncontended claim or such a claim that has been determined without any further legal recourse.  

6. The enforcement of any rights of retention shall be excluded unless any other agreement has been made with respect to the respective business relationship.  

b) Delay of payment and creditworthiness

In cases, where the agreed time allowed for payment is exceeded, or in cases of a cancellation of the commercial insurance through the commercial insurance agency, or in cases of known objections concerning the check or bill exchange and any other contravention of the contract on the part of our customer, we shall be entitled to the following rights as are stated below:  

1. The right of withdrawal from all contracts and the claim of damages due to non-fulfilment of the contract, claim deposits, turning deposits to account, claiming all due payments, and provide for the fulfilment of any supplies or deliveries upon i.e. against advance payment, only.

2. Interest on account of delay shall be charged as of the maturity date with at least 3% above the federal bank´s discount rate.

3. The raising of claims concerning any damages resulting from a delay.   

c) The right to make changes with respect to the ownership or any other circumstances concerning and affecting the financial circumstances including changes concerning the address of our customers must be reported in writing, immediately. Such kind of changes with respect to the person itself or the financial circumstances of our customer shall constitute the basis of the assessment and choice of the further proceeding:

1. This shall also apply to all accepted exchanges of bill concerning the payment or provision of security with respect to claims due from all existing agreements made.

2. In cases, where there advance payment or deposit payment hasn´t been made in or at the given time, we are entitled to reject the performance of the contract agreed upon.

d) Our customers reserve the right to prove that no or a considerably low damage has been incurred.  

7. Reservation of proprietary rights

7.1 We are entitled to claim the following rights until the complete fulfillment of all claims concerning this agreement (including any current account balance claims from), which may be enforceable against our customer for whatsoever reason, we shall be entitled to enforce the following claims that may be due to us at the present moment or in the future and which will be made available at our own discretion insofar as the value does not exceed 20%,    

7.2 The goods delivered shall remain our property. The processing or assembly shall generally take place through us in the position of the manufacturer, however, without any binding obligation to do so. In cases, where our (common)-property right becomes void due to any reasons related to the customers, it shall be herewith agreed that the (common)-property right of the customer concerning the uniform product shall transferred to us with respect to the value (invoice value). The customer shall retain his right of (common)-property, which shall yet be designated as goods subject to retention of title without any additional cost.

7.3 Our customer shall be entitled to process or distribute the goods subject to retention of title in accordance with an appropriate business transaction, unless we have detected any delay of payment, pledges of goods or chattel mortgage, or any agreement concerning a non-assignment clause on the part of our customer. Any profits resulting from the sale, processing or any other reason (insurance, prohibited action) with respect to the goods subject to retention (including claims incurred from any current account balances) shall herewith assigned to us. All of our property claims and rights (simplified, extended, prolonged, as well as any all-monies clause) shall not be terminated if the goods supplied by us are purchased from another customer, as long as the respective goods have not been paid. This shall apply in particular to the sales activities of associates or affiliated companies. We revocable entitle our customer to collect the outstanding receivables on our behalf. This direct debiting can be cancelled only, if the customer does not comply with their liabilities to pay.

7.4 In case of access to the goods subject to retention of title through third parties, our customer undertakes to point out our property and to inform us immediately.

7.5 Any cases of contravention of contract – especially with respect to delays of payment – shall entitle us to withdraw from the agreement concluded with respect to the goods subject to retention of title and, as the case may be, to claim for surrender on the part of our customer towards third parties. In cases, where a return or pledge of the goods subject to retention of title through us is taking place – unless the German Installment Act applies – any withdrawal from the contract won´t be accepted.  

8. Place of fulfillment and venue

8.1 The place of fulfillment concerning the delivery shall be the respective place of dispatch. The place of fulfilment concerning all liabilities on the part of the customer shall be the place of our company. 

8.2 Unless the customer represents a merchant registered in the commercial register or a corporate under public law or a special fund under public law, the domicile of the company shall be the exclusive place of venue with respect to all discrepancies or disputes that may result directly or indirectly from the business relationships with our customers.

8.3 These terms of conditions including all business relationships resulting therefrom shall be subject to the laws and provisions of Austria. The uniform law concerning the international purchase of moveable items shall not be applicable.