General Business Conditions
- Deliveries, services and offers of the seller are executed exclusively in accordance with the general business conditions. These conditions shall also apply to all future business relations, even if not expressively agreed upon.
- Modifications of the general business conditions are only considered valid, if confirmed in writing by the seller.
OFFER AND CONCLUSION OF CONTRACTS
- The seller’s offers are without engagement and not binding. In order to become legally effective, declarations of acceptance and all orders must be confirmed through the seller in writing or by telex. The same is true for supplements, modifications or subsidiary agreements.
- Should drawings, pictures, weights, measures or other performance data be notified or made accessible to third parties without obtaining a written approval from the seller, a penal sum which is not to be considered a forfeit is stipulated. This penal sum is EUR 4,000. In addition, every loss exceeding this sum is to be reimbursed.
- The prices in the seller’s order confirmation, plus the legal VAT rate, are authoritative. Additional deliveries and services will be invoiced separately.
- If not otherwise agreed upon, the prices are quoted FCA Ferschnitz including normal packaging.
DELIVERY DATES AND TIME OF PERFORMANCE
- Delivery times or dates that are legally binding need to be agreed upon in writing.
- If the delivery doesn’t arrive in time, it is necessary to allow an adequate extension of time of at least 4 weeks.
Should the shipment be delivered within the extension of time, any further demands, especially claims for damages are excluded.
- If the seller is prevented from delivering in time due to disturbances in the business operations of the seller or his suppliers, unpredictable events or in the case of force majeure or strike, the delivery date shall be reasonably extended.
- The seller is entitled to make a partial delivery or partial performance at any time.
WARRANTY AND COMPENSATION
- The warranty period is two years. The warranty only applies to replacement of the material and shall not include travel, labour and delivery costs.
- The warranty period starts with the delivery date. If the installation, operation or maintenance instructions of the seller are not observed, the products are modified, product parts are replaced or consumption materials are used that do not correspond to the original specifications or if the product is used otherwise than intended, the warranty shall be considered null and void.
- The goods must be inspected immediately upon arrival. The seller is to be notified immediately of any defects detected at this time. Said notification is to be given no later than three days following the arrival of the goods and the type and extent of the defect is to be stated. Concealed defects shall be notified immediately upon their detection. If a defect notice is not delivered or not delivered in time, the goods shall be considered approved. In this case the assertion of warranty or compensation claims as well as the right of avoidance on the ground of error, based on defects, shall be excluded.
- The existence of a defect shall not entitle the buyer (client) to remedy the defect himself or through third parties, but the seller (supplier) shall first have the opportunity to make an improvement within a reasonable period of time, whereas the seller has the choice, if he remedies the defect through repairing or exchanging.
- In the case of slight negligence compensation claims shall be excluded. This shall not apply to personal injuries. Gross negligence must be proved by the party having suffered damage or loss. Claims for damages or compensation shall be subject to a limitation period of 6 months following the performance of the service or delivery.
RESERVATION OF OWNERSHIP
- The seller retains title to the goods until they have been fully paid.
- The buyer shall have the right to use the reserved goods accordingly, pledging or other security transfer of title to the goods shall not be permitted. For reasons of security, the buyer shall fully assign all claims in connection with the reserved goods (including all balance claims from current accounts) arising from a resale or another legal ground (insurance, tort) to the seller. The seller revocably authorises the buyer to collect the claims assigned to the seller in his own name and on the account of the seller. This authorisation may only be revoked if the buyer does not meet his payment obligations accordingly.
- If not otherwise agreed upon, the invoices of the seller shall be payable without deductions or discounts within 14 days following the date of the invoice.
- In the case of delayed payment the seller is entitled to charge interest on overdue accounts at a rate of 10% p. a., starting with the day following the 14 day payment period.
- In the case of delayed payment, the buyer (customer) undertakes to reimburse the collection expenses of the creditor, in so far these are required for the legal assertion of the respective claims, especially the costs of the collection agency that has been commissioned to collect the debts, in accordance with the maximum fees for collection agencies as stated in the respective regulation of the Austrian Federal Ministry for Economic Affairs. If the dunning activities are carried out by the creditor himself, the debtor undertakes to pay the amount of EUR 10,-- for every reminder that has been issued as well as EUR 5,-- biannually for the keeping of the record for dunning activities. In addition, every further loss is to be reimbursed, especially losses through higher interest rates on due accounts of the seller, independently from the fact of whether the buyer is responsible for the delayed payment or not.
- Only in the case that the counter-claims are legally established or uncontroversial, is the buyer entitled to offset, withhold or reduce payments, even if defect notices or counter-claims are put forward.
- The seller reserves the right to modify the constructions at any given time; however, he shall not be obliged to carry out these modifications on products that have already been delivered.
- The seller shall release the buyer and his customers from all claims arising from the violation of copy rights, trademarks or patents, unless the design or the requirements specification of a delivered item have been made by the buyer. This obligation to release the buyer is restricted to the area of the Republic of Austria. Another precondition for the release is the fact that the seller shall conduct the legal disputes and that the asserted violation refers exclusively to the design of the delivered items of the seller, having no connection with other products and without being used in combination with other products.
- The seller shall have the right to release himself from the obligations as stated in paragraph 1 either through
(a) providing the required licenses regarding the patents that have allegedly been violated or
(b) providing the buyer with a modified delivery item or modified parts of delivery items which can be exchanged with the delivery item or parts of delivery items causing the violation and thereby remedy the alleged violation concerning the delivery item.
- If not otherwise agreed upon in writing, the information made accessible to the seller in the course of the business transactions shall not be considered confidential.
GOVERNING LAW, JURISDICTION AND PLACE OF PERFORMANCE
- The general business conditions and all legal relations between the seller and the buyer shall exclusively be governed by the laws of the Republic of Austria. The laws of the UN Sales Convention shall be excluded.
- In case of disputes, the court of St. Pölten shall have jurisdiction.
- The place of performance is Ferschnitz.
- If at any time any provision hereof or a provision of any other agreement is or becomes illegal, invalid or unenforceable, neither the legality, validity or enforceability of any other provision or agreement shall in any way be affected or impaired thereby.