All transactions surrounding our goods and services are subject to our General Terms and Conditions.
These also form the legal basis for all subsequent business, even if these have not been separately agreed with the contractual partner at each repeat transaction.
Amendments to our terms and conditions must be made in writing. The contractual partner's terms of business and purchasing conditions are not legally binding for us.
2. Orders and estimates
All our price lists, cost proposals and estimates are non-binding, unless we specify in writing that they are binding. Orders from contractual partners only become legally binding for us once they have been accepted by us in the form of a written order confirmation or once the goods have been handed over to the contractual partner. Agreements with our employees
only become legally binding for us once we have granted written authorisation or, as the case may be, once we acknowledge these agreements in writing. Any telegraphic and verbal assurances are non-binding. All agreements must be made in writing (including fax) in order to be legally effective. The rights against us assigned to our contractual partners by these terms and conditions are only permitted to be transferred to third parties with our written consent.
3. Order amendments and cancellations
To be legally effective, changes to or cancellations of orders made by the contractual partner require our written consent.
Should our operations cease for more than 30 working days, for any reason, we are entitled to unilaterally annul the agreement. In this eventuality, the contractual partner foregoes their right to assert any claims for damages.
The latest applicable "price list" issued by us is an integral part of our General Terms and Conditions. All prices stated by us are subject to the addition of VAT, calculated at the prevailing legal rate (currently 20 per cent). Should collectively agreed wage rises, transport cost increases or other circumstances that influence the price come into effect between the time of the order being made on the basis of the valid price list and the time of delivery, we reserve the right to adjust the prices agreed by us within the separately agreed notice period in order to account for the increased costs. In this event, the contractual partner is not permitted to withdraw from the contract. All prices are applicable ex works and do not, unless agreed otherwise, include any transport costs.
Although we make every effort to meet the agreed delivery dates, such dates are non-binding for us. Our missing a delivery date does not entitle the contractual partner to withdraw from the agreement. The contractual partner can only withdraw from the agreement once a grace period of four weeks passes without delivery. This withdrawal must be made known to us in writing, either by letter of fax.
The contractual partner is only entitled to claim for damages if the delivery date was missed owing to malicious intent or gross negligence on our part.
The handover is completed in one of two ways
a.) Collection by the buyer, with the goods being loaded onto the transport vehicle provided by the buyer;
b.) Delivery by us, with the goods being unloaded from the transport vehicle provided by us at the agreed handover site.
Once the goods are handed over to the buyer, the agreement is fulfilled on our part and risk and liability for accidents are transferred to the buyer.
When the buyer collects the goods, the agreement is deemed to be fulfilled on schedule on our part if the goods are made available for the buyer to collect from our plant or warehouse on the agreed handover date.
If the goods are not taken by the contractual partner within one week of the handover date or if the buyer is delayed in accepting the goods for any other reason, the buyer is liable for all damages arising as a result. In this event, we are free to demand the agreement be fulfilled or to withdraw from the agreement without granting a grace period and to claim damages from the buyer, whereby a minimum sum of 20% of the gross value of the goods must be paid to us by the buyer in any case.
In the event of delivery delays on our part, which are attributable to operational disruptions or stoppages (e.g. worker strikes, shortage of raw materials or process materials, mechanical faults), import/export issues, traffic disruptions or force majeure, even if only our suppliers are affected, the buyer does not have the right to withdraw from the agreement or to assert a claim for damages. The buyer undertakes to accept even partial deliveries.
6. Terms and conditions of payment
Unless agreed otherwise, our invoices are payable immediately after they have been received. Without our written consent, our employees are not authorised to accept payments or notifications of defects nor to amend our terms and conditions of payment.
Payment by bill of exchange or cheque must be agreed with us. In this event, the receipt of payment is deemed to be the day on which the purchase price enters one of our bank accounts. All associated bank fees and interest payments are to be borne by the contractual partner.
In the event of payment delay, we are entitled to withdraw from the agreement without fulfilling the conditions of Section 918 of the Austrian Civil Code and to demand the return of the goods,
and to claim compensation for either actual losses sustained or default interest calculated at 4% above the European Central Bank's base rate as we see fit, as well as all credit and bank charges, any legal or debt collection agency fees, EUR 15 for each of our payment reminders and collateralisation of our claim. For subsequent sales, we will demand payment prior to the handover of goods.
The contractual partner is not permitted to lodge any counterclaims to our original claim for any legal transactions whatsoever.
Invoices for partial deliveries are subject to the above terms and conditions of payment, irrespective of the completion of the full order.
7. Retention of title
The delivered goods remain our property until payment of the purchase price is complete. The buyer is not entitled to pledge the goods nor to assign them as a security. Should goods that are still our property be seized from the buyer, we must be notified of this in writing by the buyer without delay in order to safeguard our property rights in relation to other damages claims against the buyer. Should goods that are subject to our retention of title be sold by the buyer – even after processing or alteration – to a third party, the buyer shall now assign to us all claims against the third party or parties arising from this resale or transfer of the goods.
The buyer undertakes to notify us of the transferred receivables and the respective debtors, and to inform the latter of our proprietary rights and our assignment in good time and to hand over to us all the documents (such as orders, delivery notes, invoices, etc.) required for the collection of receivables.
8. Warranty and damages claims
Any complaint regarding the quantity of goods delivered or visible damage at the time of handover should be raised by the buyer without delay by sending us a registered letter or fax; otherwise, any liability on our part is excluded. If delivery of the goods is undertaken by a haulier contracted by us, any such defects identified upon receipt of the goods by the contractual partner must be recorded on the freight documents or, in the case of rail transport, documented with an official certificate from the railway authorities.
Should a defect that was not identifiable at the point of handover arise, the contractual partner must notify us immediately on discovering the defect, by means of a registered letter or fax. Otherwise, the goods are deemed to be accepted and we cease to be liable (in accordance with section 377 of the Austrian Commercial Code).
If delivery is undertaken by us, the buyer undertakes to accept the delivered goods, despite any defect complaint, and store these separately free of charge, otherwise the buyer will be in default of acceptance (see section 4).
Provided that defect complaints for which we are accountable are raised in the proper manner, we can arrange to rectify (i.e. repair defects or supply missing items) or exchange the item(s).
The rectification or exchange is limited to material replacement by us. Should rectification or exchange prove impossible for us or involve a disproportionately high level of expenditure, the buyer can request an appropriate price reduction or, provided it is not a minor defect, cancel the agreement. The presence
of defects does not alone entitle the buyer to withdraw from the agreement or claim damages. If we agree to take back goods reported as defective, the buyer remains liable for these goods until such a time as we collect them. Should the buyer fail to observe the conditions and notice periods specified for the reporting of defects, they shall lose any warranty claim against us or any claim to the rectification of defects. We are not liable for any defects that arise during the course of processing or alteration (e.g. failure to comply with the design, assembly or operation instructions). If the goods were seen or selected by the buyer prior to the handover, we assume liability for concealed defects only. For goods that are subject to a fast rate of wear and tear (wear parts), our liability for the warranty expires three months from the date of handover.
We assume no liability for minor deviations from samples, dimensions or tolerances.
Dimensions, colour samples and design charts featured in our diagrams, catalogues, drawings or other printed material are only an approximation of the actual goods. We reserve the right to make changes to the design, provided this does not fundamentally change the character or quality of the goods or service. In the case of special orders that deviate from standard manufacture and are produced at the contractual partner's explicit request, defects can not be rectified through the exchange of goods. The "special recourse" against us, within the meaning of Section 933 b of the Austrian Civil Code, shall expire three years after the performance of our services.
9. Damages claims
Valid damages claims can only be raised against us if defects are the result of deliberate or grossly negligent actions by our employees and the defect cannot be resolved by us by means of rectification or exchange of goods.
For consequential damage brought about by the absence of products, we assume liability to consumers only to the extent defined by the applicable version of the Austrian Product Liability Act.
10. Place of performance and jurisdiction
The place of performance is Gaflenz, where our company has its registered office. In the event of a dispute, it is agreed with our contractual partners, provided these are not consumers, that the competent court in the locality of our company's registered office shall have exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods is excluded; only Austrian law shall be applied.