General terms of payment and Delivery Conditions

1. General

1.1 Our General Terms and Conditions of Payment and Delivery shall apply to the entire business relationship between us and you as customer, thus in particular but not exclusively to the offer, the acceptance of the offer, the order confirmation as well as the sale and delivery. Our general terms and conditions of payment and delivery shall also apply to all future business relations, even if they are not expressly agreed again. The version valid at the time of the conclusion of the contract shall always be decisive.

1.2 Our general terms and conditions of payment and delivery shall apply exclusively. We expressly object to any deviating or contract-amending provisions. They shall not apply even if you have based your order or other declaration on them.

1.3 Errors in sales brochures, price lists, offer documents or other documentation may be corrected by us without being liable for any damage resulting from such errors.

2. Offer and Order

2.1 Our offers are subject to change and non-binding. A binding contract shall only be concluded by our order confirmation after agreement on the specification submitted.

2.2 All sales documents, specifications and price lists are to be treated confidentially and shall not be disclosed to third parties.

2.3 With regard to the accuracy of your order, you shall bear full responsibility. You are responsible for providing us with all necessary information regarding the ordered products within a reasonable time so that we can execute the order in accordance with the contract.

2.4 With respect to the specification provided by you for the processing of our products, you shall indemnify us or our processor against any loss, damage and any costs or other expenses which we or he may be required to pay because the contractual processing of our products as a result of your specification has been found to be in breach of any patent, copyright, trademark or other proprietary right of any third party.

2.5 We reserve the right to modify the product description with regard to the specification to the extent that legal requirements have to be taken into account and to the extent that this modification does not result in a deterioration of the order with regard to quality and usability.

3. Purchase price

3.1 Our prices shall apply “ex works” unless we have made a different agreement with you. Packaging and transport costs shall be charged in addition.

3.2 The statutory value added tax is not included in our prices and will be shown separately on the invoice in the amount legally applicable on the invoice date.

4. Shipping and delivery

4.1 The shipment of our products to the delivery address provided by you shall be for your account. The risk shall pass to you upon loading of the products by the transport service provider commissioned by us.

4.2 If a delivery date or a handover date for the products ordered by you cannot be met, you shall be entitled to withdraw from the contract if a grace period of at least four weeks expires without results. This applies in all cases of force majeure for which we are not responsible. The cases of force majeure also include those of an operational shutdown/outage at our processor for which we are not responsible. You may only claim damages for non-performance if the delay in delivery is due to intent or gross negligence on our part or if an essential contract infringement has been breached through (simple) fault on our part.

4.3 In the event that the delivery ordered and divisible or consisting of several parts cannot be immediately delivered at once, we expressly reserve the right to partial delivery.

4.4 lf the ordered products are ready for collection and you are not prepared to collect the products or, in the case of an agreed delivery, to accept them and/or to pay the outstanding purchase price, even after a four-week grace period has expired without result, we shall be entitled to withdraw from the contract. If you are at fault, we are entitled to claim any resulting damages from you.

5. Payment

5.1 Upon receipt of the invoice, a deposit of 50% of the purchase price is due immediately. The processing of the products ordered by you will start after receipt of this deposit.

5.2 The remainder of the purchase price shall be paid to us within five banking days after the delivery of the products.

5.3 Payments to us shall be settled by bank transfer to the bank account indicated on the invoice. You shall bear the expenses of the payment transaction.

5.4 If you are in default with a payment, we shall be entitled – without giving up any other rights and claims to which we may be entitled – to either – to declare all your payment obligations arising from the business relationship immediately due and payable and to suspend further deliveries to you. In this case, we shall be entitled to charge interest at the statutory rate from the relevant date until you have made final and full payment. We reserve the right to prove higher damages. In addition, you are obliged to reimburse reminder, collection and investigation costs of third parties (in particular lawyers), insofar as these costs were useful for the appropriate prosecution; or – to terminate the contract with you and demand the return of the products.

5.5 You shall only be entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, recognized by us or are undisputed. You shall also only be entitled to exercise a right of retention if your counterclaim is based on the same purchase contract.

5.6 Payments shall be made exclusively to us. Commercial agents as well as other authorized representatives are not entitled to accept payments without a special power of attorney.

6. Transfer of risk

6.1 The risk of loss of or damage to our products shall pass to you as follows:

– Insofar as the products are not delivered at our business or storage premises, at the time of handover to the transport service provider or, if you are in default of acceptance, at the time at which we offer handover.

– If the products are delivered to our business or storage premises (“ex works”), at the time we inform you that the products are ready for collection.

6.2 Insofar as transport damage is our responsibility, it shall only be considered if the damage is specified by you in terms of type and scope on the original delivery bill.

7. Warranty claims and exclusion of liability

7.1 We guarantee that the products sold comply with the contract at the time of delivery.

7.2 Your attention is drawn to the fact that modifications carried out by you or commissioned by you to purchased products or improper handling as well as disregard of the manufacturer’s instructions for the use and operation of the products may result in warranty and any manufacturer’s warranty claims no longer coming into effect. Our warranty therefore does not cover product defects that occur due to faulty installation or use, misuse, negligence, or other comparable reasons.

7.3 We do not assume any warranty for damages and malfunctions caused by the following reasons, unless they are due to our fault:
Unsuitable or improper use or negligent handling of the products;
Incorrect assembly or commissioning of the products by you or third parties;
Deviation from agreed or usual operating conditions or failure to provide information on your part regarding the intended use or desired condition of the products;
non-compliance with the operating instructions or prescribed operating data or failure to carry out regular maintenance;
Any warranty and/or guarantee commitments made by the manufacturer or by any other third party not attributable to us cannot be asserted against us unless we agree in writing to accede to such commitments.

7.4 We draw your attention to the fact that the delivered products must be inspected for completeness, transport damage, condition, and their properties upon receipt and that any
complaints must be made in writing without delay. If you do not immediately notify us in writing of an obvious defect, we shall not be obliged to provide a warranty.

7.5 In the event of a justified warranty claim, we shall only be liable for any costs of a substitute performance if we unjustifiably refuse the improvement or replacement within a reasonable period.

7.6 Unless otherwise agreed in writing, the warranty period shall be six months from the transfer of risk. In the absence of any agreement to the contrary, the period shall commence at the latest upon complete delivery to you. If the shipment is delayed through no fault of our own, the warranty period shall expire no later than six months after the transfer of risk. Unless otherwise agreed in writing, the warranty period for spare parts supplied shall also be six months from the transfer of risk.

7.7 All consumable or wear parts are excluded from the warranty.

7.8 We do not take any responsibility for the fact that our products are suitable for a specific purpose.

7.9 You may only assert claims for damages based on the defectiveness of the products if subsequent performance has failed or if we refuse subsequent performance. Your right to assert further claims for damages under the following conditions remains unaffected.

7.10 Our liability shall be limited to intentional and/or grossly negligent breaches of duty as well as in the event of bodily injury, damage to health or loss of life attributable to us. Liability for slight negligence, compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from third party claims against you are excluded. Apart from that, we shall only be liable if the breached contractual obligation is recognizably essential for achieving the purpose of the contract, and only limited to the amount of the typically foreseeable damage.

7.11 The limitation of liability pursuant to paragraph 9 shall apply mutatis mutandis to claims for damages other than contractual claims, in particular claims in tort, except for claims under
the Product Liability Act. It shall also apply in favor of our employees, representatives, and vicarious agents.

7.12 We expressly exclude liability on our part in the following cases:
– for product defects which are attrioutable to a description of goods or specification on your part;
– for the defectiveness of the products if the purchase price due has not been paid by the due date;
– for the permissibility of the use of delivered products under the laws of the individual countries in which the products are sold and delivered;

7.13 Any further liability is excluded regardless of the legal nature of the asserted claim.

8. Retention of title

8.1 We retain title to the products purchased by you until the purchase price has been paid in full. If the purchase price has not been paid in full, we shall be entitled to repurchase the products, to collect them from you, to sell them elsewhere or otherwise dispose of them.

8.2 If you are in default of payment of the purchase price, we may demand that you hold the products in trust for us and store the products separately from your property and the property of
third parties. You shall also properly store, secure and ensure our products and mark our products as our property. You shall provide proof of this upon request. If you fail to comply with your insurance and verification obligations, we may have the products insured at your expense.

8.3 You are obliged to immediately inform us in writing of any access by third parties to our products, of execution measures and of any damage to or destruction of the products. You shall immediately notify us of any change of ownership or change of address.

8.4 You shall be obliged to compensate us for all damages and costs arising from a breach of these obligations and from necessary intervention measures against third party access to the product.

8.5 In the event of breach of contract on your part, in particular in the event of default in payment, we shall be entitled to withdraw from the contract and to demand return of the products.

9. Place of performance

The place of performance for payments is 1010 Vienna, Austria, for the delivery of our products the place of dispatch.

10. Data processing

You agree that we process your information and personal data received in the course of the business relationship in accordance with our data protection provisions; in particular, store or transmit it to the credit protection association, insofar as this is done within the scope of the purpose of the contract or this is necessary to protect our legitimate interests and there is no reason to believe that conflicting interests of yours worthy of protection prevail over the processing.

11. Severability clause

Amendments or supplements to the contract or these General Terms and Conditions of Delivery and Payment must be made in writing to be effective. Should any provision of these General
Terms and Conditions of Delivery and Payment be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Delivery and Payment.

12. Place of Jurisdiction and Applicable Law

12.1 The contractual relationship between you and us shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

12.2 Both parties agree to the exclusive jurisdiction of the Commercial Court of Vienna, whereby this agreement on the place of jurisdiction shall not apply to consumers.

12.3 We reserve the right to also sue at the court having jurisdiction over the customer or at any other court which may have jurisdiction under national or international law.