1.1 The general terms and conditions of delivery apply except in cases where the parties to contract have specifically and in writing agreed to different ones.
1.2 The following provisions relating to the delivery of goods apply in an equivalent manner to services.
1.3 Purchasing terms of the Buyer that contradict these terms and conditions are not binding upon us, even if the order is founded upon these, and the Seller has not specifically contradicted their contents.
2. Conclusion of contract
2.1 The contract is deemed to have been concluded once the Seller, on receipt of a written order, has sent out a written confirmation of order.
2.2 The quotations of the Seller are non-binding in nature.
2.3 In the event of import and export licences or foreign currency approvals or similar approvals being required for execution of the contract, the buying party is responsible for making these arrangements. The Buyer is also obliged to make all reasonable efforts to obtain the required licenses or official approvals in a timely manner. 2.4 The details relating to weight, dimensions, price, performance and the like contained in catalogues, brochures, circulars, adverts, illustrations and price lists etc.are only applicable if specific reference is made to them in the order confirmation document. A variance from the ordered version is permissible if this involves a modification or change that the Buyer can reasonably be expected to accept, i.e. in that it is minor in nature, and is factually justified.
2.5 Drawings, sketches and other technical documents as well as samples, catalogues, brochures, illustrations and the like always remain the intellectual property of the seller. Any use, reproduction, dissemination, publication and presentation requires the prior consent of the owner.
3. Transfer of risk
3.1 All sales are ex-factory. Risk is transferred from Seller to Buyer once the Buyer can dispose freely of the goods. The Seller must notify the Buyer of the time from which the Buyer can dispose freely of the goods. This notification must be made in a sufficiently timely fashion for the Buyer to take the necessary measures in this regard.
4. Delivery lead time
4.1 The agreed delivery lead time shall commence on presentation of the order confirmation, or on receipt of the agreed downpayment, in cases where such an amount has been agreed. Compliance with this delivery lead time is determined by the time when the goods being supplied leave the factory, or when readiness to dispatch goods is notified to the carrier. In cases where the Buyer fails to accept the properly offered goods at the agreed location or at the contractually agreed time, the Seller can either demand fulfilment or can, after first setting a deadline for acceptance of the goods, withdraw from the contract, at which point the Buyer shall become liable for all costs incurred by the Seller up to that point.
4.2 The delivery lead time can be extended by an appropriate length of time in the event of unforeseen events, i.e. labour disputes, strike action, lock-outs and the generation of scrap. Delay in the delivery of key raw materials and construction materials. These instances of force majeure do not entitle the Buyer to withdraw from the contract as a consequence of delayed delivery, nor to make any claims for compensation to the Seller.
4.3 For cases where the Buyer fails to accept the goods in a timely fashion, and where the Seller invokes his right to demand fulfilment, the Seller is entitled to store the goods available for collection on his own site and the Buyer agrees, with effect from the eleventh day of storage to pay a daily storage fee of €40.-- net, plus any transport and insurance costs.
5. Prices and payment terms
5.1 If no particular payment terms are agreed, payment must be made as follows: For a purchase to the value of up to €20,000.-- net, within 14 days net. – For purchases to a value in excess of €20,000.-- 30% on confirmation of order, 30% on notification of completion and 40% on receipt of invoice, within 14 days net. Prices are ex-factory of the Seller and do not include packaging, loading and sales tax (VAT). In fees, taxes or other disbursements are incurred as a result of delivery, the Buyer shall be responsible for paying these. If on-site delivery of goods has been agreed, the Buyer's preferred transport insurance policy shall be arranged and shall be billed separately, but shall not cover unloading or subsequent on-site movement of goods. Packaging materials will only be removed from site subject to specific agreement.
5.2 Payments shall be made in cash, i.e.without any deduction, free at payment point of Seller and in the agreed currency. Cheques or bills of exchange shall only be accepted in lieu of payment provided that: all charges associated with them (e.g. encashment and other bank charges) are met by the Buyer in full.
5.3 The Buyer is not entitled to retain payments as a consequence of warranty claims or other counter-claims not recognised by the Seller.
5.4 If the Buyer falls into arrears with an agreed payment or some other service, the Seller can either insist on fulfilment of the contract and a) postpone the fulfilment of his own contractual obligation until such time as the payment or other arrears are cleared b) call for an appropriate extension to the delivery deadline c) demand payment of the outstanding purchase price in full d) apply penalty interest charges at the rate of 7.5% above the prevailing base rate of the Austrian National Bank or, having first set a reasonable time for the Buyer to make payment, declare his intention to withdraw from the contract.
5.5 The parties to contract agree to a prohibition on setting off or offsetting, i.e. whereby the Buyer cannot seek to offset his own receivable, regardless of their point of origin, against the receivables of the Seller under the terms of this contract.
6. Termination of the purchase contract through fault of the Buyer
6.1 In the event of the contract being terminated due to some action by the Buyer, the Seller is then entitled to demand the Buyer for compensation to the amount of 20% of the net purchase price or the legally defined limit for a level of compensation, irrespective of his right to demand fulfilment of the contract.
7. Retention of title
7.1 Until complete fulfilment of all financial obligations on the part of the Buyer, the Seller retains title to the item(s) being sold. The Buyer must meet all required formal specifications to obtain retention of title. In the event of seizure or of some other form of lien being applied, the Buyer is obliged to enforce the Seller's right to retention of title, and to notify the Seller without delay.
8. Warranty and liability
8.1 The Seller is obliged on the basis of the following provisions to remedy any defects that affect the ability to use goods, with due reference to legislative stipulations, and that may result from faults in design, material or manufacture.
8.2 In contrast to legislative provisions, the warranty period shall cover 6 months for single-shift operation, and 3 months for multi-shift operation. This also applies to goods and services firmly linked to a building or to a specific physical location. Any claims arising in relation to this warranty must be enforced legally within this period of time. The warranty period commences from the time of transfer of risk, as defined in Point 8.3.
8.3 The Buyer can only invoke this article if he notifies the Seller immediately and in writing of any defects that may arise. The Seller, once notified in this manner, if the defects can be remedied in accordance with the provisions of this article by the Seller, is entitled to choose between replacement of the defective goods or parts, or to arrange for a third party to undertake remedial action on location. If this involves a part that can be transported, the Buyer is obliged, if requested to do so by the Seller, to send this part to the Seller at the cost of the Seller.
8.4 If the Seller agrees to the return of defective goods or parts for rework or replacement, the Buyer shall assume the costs and risk of transport, unless otherwise agreed. The return of reworked or replaced goods or parts to the Buyer shall, unless otherwise agreed, take place at the cost and risk of the Seller.
8.5 In respect of warranty work performed in the business premises of the Buyer, the requisite auxiliary staff, lifting fixtures, scaffolding and small items of material etc. must be provided free of charge by the Buyer. Any replaced parts become the property of the Seller.
8.6 The warranty does not cover defects that can be traced back to configurations and installations not performed by the Seller, to inadequate facilities, to any failure to observe the installation requirements and conditions of use and/or the operating instructions, or overloading of parts caused by materials provided by the Seller. The Seller shall also not be liable for damage resulting from the actions of third parties. The warranty shall not apply to the replacement of parts affected by normal levels of wear and tear.
8.7 The warranty lapses immediately if, without the written consent of the Seller, the Buyer personally, or a third party not specifically authorised, makes modifications or repairs to the items of equipment supplied. Invoices for such work shall not be recognised. The original warranty obligation shall not be extended as a consequence of work and the supply of goods in relation to warranty provisions.
8.8 The Seller shall only be liable for damage outside the scope of application of product liability legislation in cases of deliberate intent or of gross negligence, within the framework of legislative specifications. Liability for slight negligence is also excluded, as is replacement in the event of secondary damages, and of damage to materials caused by a consumer. The Seller and his sub-contractors and suppliers shall not be liable for damage to materials experienced by a company.
9. Court of jurisdiction, applicable law, place of fulfilment
9.1 The court of jurisdiction for all disputes arising directly or indirectly from this contract shall be the Austrian Court with jurisdiction over the head office location of the Seller. However, the Seller can also appoint a different court, one with jurisdiction over the Buyer's location.
9.2 This contract is subject to Austrian Law. In the event of this contract being drawn up in several languages, the German version shall be binding in the event of legal disputes.
9.3 For goods and services the place of fulfilment shall be the head office location of the Seller, even if, in accordance with the contract, the handover of goods or services takes place at a different location.
9.4 In the event of any of the provisions defined in these terms of delivery and payment ceasing to apply or prove to be unacceptable or be rendered invalid, this shall not affect the remaining contractual provisions. The parties to contract undertake to replace any such provision with one that most closely reflects the spirit and commercial purpose of the provision found to be unacceptable or to have been rendered invalid.