General supply terms and conditions of payment
Validity of the provisions
1. Our sales conditions apply exclusively. We do not recognise conditions which conflict or deviate from our sales conditions unless we have previously expressly acknowledged their validity in writing. Our sales conditions also apply when we execute the delivery and the ordering party without reservation in full knowledge of conditions of the ordering party which conflict or deviate from our sales conditions.
2. Deviations from these sales conditions apply only when they are confirmed by us in writing.
3. Our sales conditions also apply for all future business relationships with the ordering party, whether or not they are confirmed in writing again.
Offer- and conclusion of the contract
1. Our offers are non-binding.
2. Side agreements, amendments and additions are only valid when confirmed by us in writing.
3. The customer is bound to its order for 14 days. The delivery contract comes into force when within 14 days the order is accepted by us in writing or the delivery is carried out.
1. Prices are valid without discount or other deduction ex works net according to our valid price list on the day of delivery.
2. Statutory VAT is not included in our prices. It is itemised separately on the invoice at the valid rate on the day of invoicing.
3. Our invoices are due for immediate payment, net, with 0% discount (or with 3% - 4.8% discount if paid by direct debit depending on product group) from the day of invoicing (without deduction). Discounts and bonuses are guaranteed only when payment targets are met. Payments are only considered as having been made when we gain access to the funds from a bank. Should the ordering party fall into arrears with payments we are entitled to demand interest on arrears of (4%) above the respective interest rate of the österreichische Bundesbank p.A. If we are able to demonstrate greater damages from the delay we are entitled to claim for these. The ordering party is however entitled to demonstrate to us that little or no damage has been sustained from the payment delay.
4. Acceptance. If the Buyer falls behind schedule, either deliberately or due to gross negligence, with the acceptance of the object of the purchase the Vendor may allow the Buyer a period of grace of 10 days with the declaration that after this period it shall decline acceptance. If the period of grace is not successful the Vendor is entitled to withdraw from the purchase contract by written declaration or to request compensation for non-fulfilment. No period of grace is required if the Buyer seriously and categorically refuses to pay the purchase price, or is clearly unable to pay the purchase price at this time. The Vendor is entitled to demand compensation of 20% of the purchase price. The payment amount may be higher or lower depending on whether the Vendor can demonstrate greater, or the Buyer lesser damage.
1. Delivery dates or –deadlines, which can be binding or unbinding, require the written form.
2. We are not liable for delivery delays due to acts of God or events which seriously or completely hinder the delivery, particularly strike, lockout, official orders etc., including any that affect our suppliers or their sub-contractors or similar events which relate to binding delivery dates and deadlines. Such events entitle us to postpone the delivery by the duration of the hindrance plus an appropriate lead time or to withdraw from the contract wholly or partly due to the as-yet-unfulfilled part.
3. Should the hindrance last longer than 3 months, the ordering party is entitled, after a setting an appropriate period of grace, to withdraw from the contract due to the as-yet-unfulfilled part. Should the delivery time be extended, or if we are released from our obligation, the ordering party shall derive no damage claim. We may cite the above circumstances only if we notify the ordering party immediately.
4. Should the ordering party set us an appropriate period of grace, with a threat of refusal, after we have already fallen behind schedule for reasons for which we are responsible and should this period expire without success, the ordering party is entitled to withdraw from the contract. The ordering party is entitled to reasonable compensation due to non-fulfilment only if the delay is caused by intent or gross negligence.
5. (Delivery dates which have been agreed with us shall be met. Should however a delivery date be exceeded by more than 4 weeks, the ordering party may set an appropriate period of grace of at least one month.)
6. Compliance with our delivery obligations requires the prompt and proper fulfilment of the duties of the ordering party.
7. We are entitled at all times to make part deliveries.
Transfer of risk
1. Delivery, even if free delivery is agreed, always takes place at the cost and risk of the recipient. If a special kind of delivery is desired, particularly accelerated delivery or transport, any costs arising shall be charged to the ordering party.
2. The risk transfers to the ordering party as soon as the consignment is passed to the person conducting the transport or the consignment has left our warehouse for the purpose of delivery. If the delivery is delayed at the request of the ordering party, the risk transfers to the ordering party with the notification of readiness for delivery.
1. The warranty for good material and proper manufacture is manifest such that goods and parts of goods which are unfit for purpose due to defects of material or workmanship are replaced by non-defective goods. Returns shall not be accepted without prior agreement. Replacement items are provided free of charge. All other warranty-, compensation- and other services are waived.
2. If we are unwilling or unable to remedy the defect/supply a replacement, particularly if this is delayed for reasons for which we are responsible or should the remedy / replacement delivery otherwise fail, the ordering party is entitled at its discretion to withdraw from the sale or to demand a corresponding reduction of the purchase price.
3. Any warranty is void if the ordering party makes changes to the supplied products, replaces parts or uses consumables which do not correspond to the original specification, unless the ordering party can disprove a correspondingly substantiated assertion that one of these circumstances caused the defect.
4. Obvious defects shall be disclosed immediately in writing, however at least within of 2 weeks of the delivery. Defects which cannot be detected within this deadline, even after careful examination, shall be notified to us in writing immediately upon their discovery.
5. We recognise damage in transit or quantity discrepancies only when this is recorded by the ordering party on the delivery note of the freight carrier, confirmed by the signature of the driver and disclosed to us immediately.
Retention of title
1. We retain the title to the purchase object until fulfilment of all present and future requirements on the part of the ordering party in law.
2. In the case of seizure or other third party interventions the ordering party shall notify us immediately in writing such that we can lodge an objection according to §771 ZPO. If the third party is unable to refund the in- and out-of court costs of an objection in accordance with §771 ZPO the ordering party is liable for our resulting loss.
3. The ordering party is authorised to sell the purchase object via normal business methods unless it is in arrears. However, it shall cede to us all claims up to the final invoice amount (including VAT.) resulting from the resale to its recipient or third party, and irrespectively of whether the purchase object is sold on without or after processing. The ordering party is entitled to recover this claim even after the ceding of claims. Our entitlement to recover the order ourselves is unaffected. However we are obliged not to recover the claim ourselves unless the ordering party fails to honour its payment obligations from the proceeds collected, is in payment arrears or an application to open bankruptcy or similar proceedings has been made or payment has ceased. If this is the case we may demand that the ordering party discloses to us the ceded claims and its debtors, with all details necessary for collection, provides the related documents and notifies the debtors (third parties) of the transfer of claims.
4. In the case of contract-infringing behaviour of the ordering party, particularly in the case of payment arrears, we are entitled to demand the return of the purchase object at its own cost or if necessary to demand the transfer of the ordering party's legal right to recover possession with respect to third parties. The take-back and seizure of goods by us, insofar as the (Austrian) instalment payment act is not applicable, does not imply withdrawal from the Contract.
1. We are entitled, despite conflicting provisions of the ordering party, to take into account payments initially on its earlier debts and shall inform the ordering party about the manner of the resulting charging. If costs and interest have accrued we are entitled to take into account the costs for the payment first and then the interest and finally the primary services.
2. Payment shall be considered as having been made once we have access to the full amount. In the case of cheques, payment shall be considered as made once the cheque has cleared.
3. We expressly reserve the right to decline checks or bills of exchange. Their acceptance is always in lieu of payment. Interest and exchange charges shall be at the expense of the ordering party and are due immediately.
4. Should we become aware of circumstances which place into question the creditworthiness of the ordering party, particularly should a cheque not clear or payments cease, or should we learn of other circumstances which place into question the creditworthiness of the ordering party we are entitled to to demand the entire outstanding amount even if we have accepted cheques. In such cases we are also entitled to demand prepayments or security payments.
5. The ordering party is authorised to offset payment only if its counter claim is undisputed or is deemed legally binding.
1. Compensation claims from positive contract infringement, from debts at conclusion of the contract and from prohibited actions are excluded both against us and against our fulfilment- or installation agents unless deliberate or gross negligence exists. This also applies for compensation claims due to non-fulfilment, although only for replacement of indirect- or secondary damage unless liability is based on assurance designed to protect the ordering party against the risk of such damage. Any liability is limited to the foreseeable damage at the conclusion of the contract.
Place of jurisdiction and place of fulfilment
1. If the ordering party is a registered merchant the place of jurisdiction is our domicile; however we are entitled to sue the ordering party at its place of residence.
2. Unless otherwise stated at the confirmation of the order the place of fulfilment is our domicile.
3. Austrian law applies for these business conditions and all legal relationships.
4. Should a provision of these terms of business or a provision in the context of other agreements be or become unworkable, this shall not affect the efficacy of all other provisions or agreements.
5. With your signature you accept our General Terms of Business (AGB)
Until full payment, the goods remain our unlimited property and we refer you herewith to the retention of title. The agreed place of jurisdiction is the (Austrian) Federal Court of Bregenz. In the event of payment arrears, interest on arrears and the preliminary reminder costs shall be payable.