Orders
Orders are only executed on the basis of our terms of sale and delivery.
The client must inform us of any objections to the terms of sale and delivery in writing. Reference to its General Terms and Conditions of Business is not sufficient for this purpose; even in such a case, our Terms and Conditions of Sale and Delivery shall apply exclusively as an integral part of the contract, unless we confirm otherwise in writing. Amendments to any of these conditions shall not affect the remaining conditions. Acts of contract performance on our part shall not in this respect be deemed to constitute consent to contractual conditions deviating from our conditions. If, however, any ambiguities remain in the interpretation of the contract, these are to be resolved in such a way that the content is deemed to be agreed if it is usually agreed in comparable cases.
Our offers are subject to change. Orders shall only become legally binding when we have duly confirmed them in writing.
In the case of custom-made products, an over- or under-delivery of five (5) percent is permitted.
Brochures, plans, drawings, sketches and similar remain our intellectual property and may not be shared, reproduced, published or made accessible to third parties or companies without our express permission. Even if copying extracts only, our express consent is required. All of the above-mentioned documents may be recalled by us at any time and must be returned to us immediately without being asked if the contract does not come into effect. Our contractual partner is otherwise obliged to maintain secrecy towards third parties with regard to the knowledge received from the business relationship.
The information provided in our offers, catalogues, etc., such as dimensions, weights, load capacities, breaking forces and all other technical data, shall not be considered part of the contract and are otherwise non-binding.
All agreements, subsequent amendments, supplements, ancillary agreements, etc. must be made in writing to be valid, including the original signature or secure electronic signature.
Orders on call
In the case of orders on call or orders which are later converted into call-offs, we are entitled to invoice the items to be delivered on the day of notification of readiness for dispatch. The agreed goal shall be calculated from that day forward. We shall also be entitled to send the delivery item to a temporary storage facility to be determined by us at the expense and risk of the purchaser if the purchaser does not dispose of the consignment within three weeks at the latest after notification that it is ready for dispatch.
Prices and terms of payment
Our offer prices are calculated on the basis of the material prices, wages and exchange rates valid on the day of the offer. The other costs are calculated according to their effective amount. Should there be any increases herein from this date until the completion of the order, our prices will increase accordingly without any obligation on our part to give advance notice. The dimensions and quantities of the actual delivery or service on the basis of the delivery documents confirmed by whomsoever shall apply for invoicing. The prices agreed and billed are valid under the condition that the client complies with the agreed payment terms. If payments are not made on time, including partial payments, we shall be entitled to subsequently charge the difference between any discount and the applicable list prices. We can only deliver to customers unknown to us against payment in advance.
Unless otherwise expressly stated, prices are ex works, plus statutory value added tax and excluding freight and packaging, net cash.
If a reasonable objection to our invoice is not raised in writing within two (2) weeks, it shall be deemed to be approved in all cases.
Our customer agrees that invoices to him may also be drafted and issued electronically.
We are expressly entitled to invoice in instalments if the service is rendered in parts.
If the payment is overdue, interest at a rate of 2 percent above the bank interest rate paid by us will be charged without the need for a formal notice of default.
A cash discount can only be deducted by special agreement.
It is expressly agreed that the value of the claim and all ancillary claims shall remain stable. The consumer price index published monthly by the Austrian Central Statistical Office, or an index replacing it, serves as the measure for calculating the stability of the value. The index value calculated for the month in which the contract is concluded serves as the reference figure for this contract. Fluctuations of the index value up to or below 3% only are not taken into account and will only be billed in full if this margin is exceeded. This margin shall be recalculated each time it is exceeded, either above or below, whereby the first index figure outside the applicable margin shall always form the basis for both the recalculation of the amount of the claim and the calculation of the new margin. The resulting sums are to be rounded off to one decimal place for commercial purposes.
Non-compliance with the terms of payment or circumstances which become known after the respective conclusion of the contract and which are likely to reduce the creditworthiness of the buyer shall result in the maturity of all our claims. They also entitle us to make outstanding deliveries only against advance payment or to withdraw from the contract or to claim damages for non-performance. Retention or set-off against our claims with counterclaims of any kind by the customer are excluded.
Justified objections shall not entitle the customer to withhold the entire billed amount, but a reasonable part of it only.
Retention of title
Until the outstanding invoices have been paid in full, any type of goods which we deliver, in particular individual parts, shall remain our property and may not be sold or pledged by the customer. The customer acknowledges that we may withdraw from the contract in the event of a default in payment and in this case undertakes without reservation to surrender the goods delivered by us which are subject to retention of title. This also applies in particular to individual parts of any kind whatsoever which are installed in machines or systems or are permanently connected to them. Upon our request, the customer undertakes to affix a clear visible note “property of” to the goods delivered by us which are subject to retention of title and to leave it thereon until the retention of title expires by complete settlement of the outstanding invoices. He further undertakes to notify us immediately of any impairment of or damage to our property, in particular, however, of any attachment of the same.
Delivery time
The stated delivery periods are subject to change, i.e. they are not legally binding. Claims for damages due to non-performance or late delivery are excluded. The client is not entitled to reject partial deliveries. He must accept the delivery as required by our operational needs.
Unforeseen events, such as cases of force majeure, operational disruptions, transport delays, delivery difficulties with regard to the primary material, strikes or lockouts both in our own and in the suppliers’ operations, as well as faulty production, rejects and all circumstances that make delivery considerably more difficult or impossible for us, entitle us to suspend delivery for the duration of the hindrance and a reasonable start-up period or to withdraw from the contract due to the unfulfilled part(s), without any claims for damages of any kind being able to be derived therefrom.
Shipping and transfer of risk
Shipment shall be at the sole expense and risk of the recipient and shall be made to the best of our judgement, but without liability. The customer shall be responsible for insuring the objects in transit at his own expense. The transfer of risk of the delivery items takes place when the delivery item(s) are made available for dispatch in our company or at another destination which we have specified.
Goods reported ready for dispatch must be retrieved immediately, otherwise we are entitled to store them at our own discretion at the expense and risk of the customer and to invoice them as delivered. In this case, as in the case of the normal transfer of risk, the risk of accidental loss or accidental deterioration of the goods purchased shall also pass to the customer from this point in time.
Warranty
Apart from those cases in which the right of rescission is granted by law, we reserve the right to fulfil the warranty claim at our discretion through repair, replacement or price reduction.
With regard to the performance of the delivered goods, we shall assume warranty if we are informed in writing when making the inquiry of the operating conditions and intended use and all the data necessary for the correct selection of the technical product to be delivered.
This includes any information about physical, mechanical, thermal and electrical factors. If the installation and assembly of the delivered goods has been carried out by qualified personnel in accordance with technical regulations, the maintenance instructions have been observed and the maintenance is documented in writing.
Liability for the faultless fitting of parts that are assembled and work together can only be assumed if we have supplied all the parts or if associated parts were not supplied by us but were manufactured in compliance with the intended standard tolerances. If these parts manufactured by third parties have been made available to us free of charge for fitting and we have found them to be suitable.
For all items included in our production or delivery program, we generally assume the guarantee provided for in the standards and general warranty regulations, in compliance with the maintenance provisions and correct operating conditions. In the event of hiring subcontractors, they shall be appointed to the extent to which we are entitled to them.
Statutory warranty provisions apply.
Complaints
The transferee must always prove that the defect was present at the time of transfer. The recipient of the goods is obliged to inspect them immediately. Notices of defects will only be accepted if they are made in writing to us within 14 days of delivery, stating the type and scope of the defect. Hidden defects must be reported immediately after their discovery. If a notice of defects is not made or not made in time, the goods shall be deemed approved. The assertion of warranty claims or claims for damages as well as the right to contest errors due to defects are excluded in these cases.
In the event of defects in material or workmanship, we are entitled to choose between repairing the same or delivering a replacement at our expense. However, we expressly reserve the customary product tolerances with regard to both the material and the workmanship. All further claims, such as freight remuneration, compensation due to business downtime, damages, etc. are excluded. Defects repaired by us under warranty do not result in an extension of the warranty period.
Order cancellation
In the event of full or even partial withdrawal by the customer from the contract concluded, we shall be free to insist on retention of the contract or to demand a cancellation fee, whereby in the event of a cancellation fee, a figure of 25 % shall be deemed to have been agreed.
Product liability
Any recourse claims which contractual partners or third parties may have against us under the title “product liability” within the meaning of the Product Liability Act (PHG) are excluded, unless the party entitled to recourse proves that the defect was caused on our part and it was due to gross negligence at a minimum.
All rights and obligations assumed by our customers in the following sections shall apply as long as claims can be asserted against us in accordance with the Product Liability Act (PHG) or other regulations on product liability in connection with the marketing, further delivery or resale of products.
Liability for property damage of a company is excluded under § 9 of the Product Liability Act and also according to other regulations on product liability, as far as legally permissible.
If our products are acquired by the Client for the purpose of resale, further delivery or other transfer to third parties, the Client undertakes to contractually bind the exclusion of liability in our favor to the respective buyers and to contractually bind them in the same way to bind the exclusion of liability in our favor throughout the chain of buyers and in particular also to the users of the product.
Third party claims arising from the Product Liability Act are always to be borne by the Client in the internal relationship. In the event that a claim is made against the Client under the Product Liability Act, any recourse claims against us are excluded.
Conversely, the Client shall indemnify us and hold us harmless if claims are made against us for defects in products which he has put into circulation.
In the event that the Client places our products on the market, he is obliged to ensure that the process of resale, further delivery or other transfer can be verifiably established, whereby in particular the name and address of the purchaser, the product and the date must be recorded.
Furthermore, the Client undertakes to provide his employees on a continuous and verifiable basis with the information and instructions that we include with our products, as well as with statutory regulations and official orders. The Client must also advise his customers in accordance with these regulations and information.
Our products may be put into circulation or delivered and installed by the Client in perfect condition only and in accordance with our statutory or official regulations, orders and approval conditions only.
In the event that our products are subject to resale, the obligation to comply with the statutory provisions, in particular regarding the authority to carry out installation or other treatment and processing, of the products delivered by us must be demonstrably transferred. The Client must supply the assembly instructions, details of the scope of use and application and other product information to the customer together with the product.
The Client is obliged to inform his employees, in particular the sales staff, about our product information and the legal or official regulations, orders and conditions of admission. The sales personnel, for their part, are obliged to advise the purchaser of our products only in accordance with this information, instructions and regulations.
Furthermore, the Client is obliged to keep all documents and documentary evidence required for the assessment and defence of product liability claims for at least ten (10) years from the date of the placing on the market or further delivery of the product and to surrender them to us on request. This includes in particular proof that the exclusion of liability has been extended throughout the distribution chain, the documents referred to in item 5 and the proof referred to in items 6 and 7 herein.
If the Client, for his part, acquires for resale, further delivery or other transfer to third parties, he is obliged to inform us immediately of all defects in our products and product information of which he becomes aware.
We hereby state that we do not assume any liability for products or product information that the Client places on the market, if these can be identified as faulty, but that any resulting damages are to be borne exclusively by the Client.
It is the responsibility of the Client to independently monitor the state of the art with regard to the properties of our products, in particular with regard to their safety. Should the Client suspect contradictions to our product information, assembly instructions, application possibilities etc., he must inform us of this immediately and immediately refrain from delivering products of which the safety no longer corresponds to the state of the art developments.
Under no circumstances do we provide cover for damages for which the client can obtain insurance.
Place of jurisdiction, applicable law, place of performance
The place of jurisdiction for all disputes arising directly or indirectly from the contract is the local Austrian court responsible for the seller’s registered office.
However, the seller may also bring an action before any other court with jurisdiction over the client.
The parties may also agree on the competence of an arbitration tribunal.
The contract is subject to the law of the seller.
The place of performance for delivery and payment shall be the Seller’s registered office, even if the delivery is made at a different location as agreed.