All deliveries, services and offers by our company are made exclusively on the basis of these terms and conditions; we don't accept opposed or from our terms and conditions differing conditions,unless we had explicitly agreed to their validity. Actions that we take which are part of our contractual duties do not count as an approval of contract conditions deviating from our conditions. These Terms and Conditions shall also be a framework agreement for all further legal transactions between the contracting parties.
II. Contract conclusion
A contract offer of a customer shall require a confirmation of order. The sending of the goods ordered by the customer also causes the contract. In the instances when offers are directed to us, then the offerer is obliged to these offers for a adequate period of time, but of at least 8 days as from the offer entry.
All prices stated by us are, unless expressly otherwise confirmed, exclusive of VAT. Should wages based on collective bargaining agreements in the industry or internal business deals or should other cost centres relevant to the calculation or costs necessary for performing the service, such as those for materials, energy, transport, outside services, financing, etc., change, then we are justified to raise or lower the prices accordingly. In the case of consumer business, point III is not valid.
IV. Terms of payment, Interest for delay
Unless agreed otherwise, our requests for payment are to be paid in cash on schedule against handover of the goods. Discount deductions require a separate agreement. In the event of payment default, also in the case of installments, any discount agreement shall be expired. Payments made by the customer shall not be seen as paid until they have been credited to our business account.
In case of delay of payment of the customer, we are enabled to demand the alternative of the actually incurred damage, after our choice, or to demand default interests of legitimate size. In case of delay of payment of the costumer, our company is enabled to demand compound interest from the day of the delivery of the ware on.
V. Cancellation of a contract
In the case of delayed acceptance (Point VII.) or for other substantial reasons such as, in particular, insolvency of the customer or bankruptcy rejection for lack of asset, as well as delays in payment by the customer, we shall have the right to withdraw from the contract insofar as it has not yet been fully performed by both parties. In case of cancellation of contract due to faulty contractual performance of the customer, we are entitled either to a flate rate compensation of 15 % of the gross amount invoiced or to the compensation of the damage incurred. If the customer is in delay with payment we shall be released from all further obligations to perform and deliver and shall have the right to hold back outstanding deliveries or performance and to demand payments in advance resp. indemnifications, or to withdraw from the contract after setting a reasonable extended time limit. If the client cancels the contract without being entitled to do so or if he requests the cancellation, we will have the option to insist on the fulfilment of the contract or to accept the cancellation of the contract; in the latter case, the client will be obligated at our own choice to pay a lump sum compensation for damage in
the amount of 15% of the gross invoice amount or the actually incurred damage.
In the case of contracts concluded in distance selling (para. 5a ff Konsumentenschutzgesetz (consumer protection act), the consumer may withdraw from the contract within 7 days, whereby Saturday does not count as a workday. The time limit starts with the day the goods are received by the customer or with the day of the contract conclusion. It is sufficient to send off the contract cancellation within this time limit. If the consumer withdraws from the contract in accordance with this determination, the consumer must pay the costs of returning the goods; if credit was arranged for the contract, the consumer must also pay the costs for any authentication of signatures and the taxes (fees) for the granting of credit. For services that have already started to be performed according to the contract within 7 days after the conclusion of such a contract, a withdrawal is not possible.
VI. Costs of Reminders and Collection
The contractual partner (customer) undertakes in the case of delays in payment to substitute the costs incurred by the creditor for reminders and collection insofar as these are necessary for appropriate prosecution, whereby in particular the contractual partner undertakes to substitute at a maximum the fee charged by the collection agency employed that derives from the BMwA regulations on the maximum rates of payments chargeable by collection institutes. Insofar as the creditor runs the reminder system itself, the debtor shall undertake to pay an amount of € 12,- for each reminder issued, and an amount of € 5,- half-yearly for keeping an evidence of the debt relationship within the reminder system.
VII. Delivery, Transport, Delayed Acceptance
Our selling prices do not include costs for delivery, assembly or installation. If required, however, these services can be performed or organized by us against separate payment. In this case transport resp. delivery shall be charged at cost plus a reasonable charge for overhead expenses, but not less than the freight and carriage charges for the selected form of transport applying on the day of delivery. Assembly work shall be charged according to the time involved, whereby it is agreed that man-hour rates normal for the sector shall be charged.
In the event the customer has not accepted the goods as agreed (delayed acceptance) we shall, after failure to meet an extended time limit, have the right either to store the goods on our premises and charge a storage fee of 0.1% of the gross invoice amount per calendar day, or to have the goods stored by a business authorized to do so and at the cost and risk of the customer. At the same time we shall have the right either to insist on performance of the contract or, after setting a reasonable extension period of at least 2 weeks, to withdraw from the contract and use the goods elsewhere.
VIII. Term of Delivery
We shall not be obligated to perform the contract until after the customer has fulfilled all its obligations which are necessary for performance, in particular all technical and contractual details, work in advance and preparatory actions.
We shall have the right to exceed the agreed dates and terms of delivery by up to one week. Only after elapse of this period may the customer withdraw from the contract after first setting a reasonable extended time limit.
IX. Place of Performance
Place of performance shall be the registered office of our enterprise.
X. Minor Changes in Performance
If the matter is not a consumer transaction, changes in our obligation to perform resp. deliver that are minor, or that the customer may reasonably be expected to accept, shall count as agreed beforehand. This shall apply especially for deviations in consequence of the matter (e.g. in dimensions, colours, appearance of wood and veneer, grain and structure, etc.).
XI. Warranty, Obligation to Inspect and Register Complaints
We shall meet warranty claims by the customer at our option either through replacement, repair within a reasonable period, or price reduction. The customer may demand conversion (cancellation of the contract) only if the defect is major and cannot be resolved through replacement or repair, and the customer cannot reasonably be expected to accept a price reduction. Claims for damages by the customer aimed at resolving the defect through improvement or replacement may not be enforced until we are in default with meeting the claims under warranty.
Warranty claims that concern moveable objects must be legally asserted within six months and those concerning irremovable objects within a year of delivery of the concerned object.
If the customer states that a defect exists, the claims resulting therefrom, in particular claims under warranty or claims for damages, can be asserted only if the customer proves that the defect already existed at the time of delivery of the goods; this shall also apply within the first six months after delivery of the goods.
Moreover, in the sense of s. 377 f HGB, the customer must inspect the goods immediately after delivery, and in any case within 6 workdays. Any deficits found must be notified to us in writing without delay, and in any case within 3 workdays of their discovery, stating the nature and extent of the defect. Hidden defects must be reprehended in writing immediately, but at the latest within 3 days of their discovery. If a complaint about a defect is not made, or is not made in time, the goods shall count as approved.
Our obligations under warranty shall expire in any case after expiry of the warranty period; a special recourse of the customer extending beyond this according to para. 933b ABGB because of obligations fulfilled by the customer under warranty shall be excluded.
None of the terms of Point XI shall apply to consumer transactions.
XII. Compensation for Damages
All claims for compensation shall be excluded in the case of slight negligence. This shall not apply for damages to persons or in the case of consumer transactions for damages to objects accepted for processing. Insofar as the matter is not a consumer transaction, the existence of minor resp. gross negligence must be proved by the injured person. If the matter does not include a consumer transaction, the time limit for bringing claims for compensation shall be three years from the point of transfer of risk. The regulations concerning the compensation for damages as stated in these Terms and Conditions or otherwise agreed shall also apply if the claim for compensation is asserted in addition to or instead of a warranty claim.
Before the connection or transportation of IT products and before the installation of computer programs, the customer shall be obligated to sufficiently safe all data already existing on the computer facility, otherwise the customer shall bear responsibility for lost data as well as all damages associated therewith.
XIII. Product Liability
Recourse claims in the sense of para. 12 Produkthaftungsgesetz (product liability law) shall be excluded, unless the person entitled to recourse proves that the failure originated in our sphere of responsibility and was the result of at least gross negligence.
XIV. Reservation of Ownership and Assertion thereof
All goods are delivered by us under reservation of proprietary rights and shall remain our property until payment has been made in full. The assertion of the retention of ownership shall involve a withdrawal from the contract only if this is explicitly declared. In the event of goods being returned, we shall have the right to charge for any transport and manipulation expenses. If the reserved goods are seized by a third party – especially in the event of garnishments - the customer shall undertake to give notice that the seized objects are our property and to notify us immediately. If the customer is a consumer or a company whose normal business activities do not include trading with the goods bought from us, the customer shall not dispose over the reserved goods under retention of ownership until open invoices for the purchase price have been paid in full and shall not, in particular, sell, pawn, give away or lend these goods. The customer shall carry the full risk for the reserved goods, especially for the risk of destruction, loss or deterioration.
XV. Assignment of Claims
In the event of delivery under retention of ownership, the customer shall already now assign his or her claims against third parties to us for payment, insofar as these arise through the sale or processing of our goods, until the final payment of our open debt claims. The customer must name his buyers to us on request and must inform his buyers of the cession in time. The cession shall be entered in the business accounts, in particular in the list of open items, and must be clearly visible to the buyer on delivery notes, invoices, etc. If the customer is in delay with his or her payments to us, sales revenues received by him shall be kept separate and the customer shall possess these uniquely in our name. Any claims against an insurer shall have already been transferred to us within the limits of para. 15 Versicherungsvertragsgesetz (insurance contract law).
Claims of a consumer against us must not be transferred without our explicit agreement.
If the issue is not a consumer transaction, the customer shall not have the right in the case of a justified complaint, apart from in cases of rescission, to retain the total amount of the gross invoice amount but only a reasonable amount thereof .
XVII. Applicable Law, Jurisdiction
Austrian law shall apply. The application of the UN Sales Convention shall be explicitly excluded. The contractual language is German. The contracting parties agree to Austrian, domestic jurisdiction. If the issue is not a consumer transaction, the legally responsible court at the registered office of our enterprise shall be exclusively locally responsible for ruling on all disputes arising from this contract.
XVIII. Data Protection, Change of Address and Copyright
The customer agrees that the personal data included in the sales contract are automatically stored and processed by us in the course of performing the contract.
The customer is obligated to inform us about changes in its residential resp. business address as long as the contractual legal transaction has not been fulfilled by both parties. In the event this information is not given, declarations shall then also count as delivered if they are sent to the last notified address.
Plans, drafts or other technical documents, as well as samples, catalogues, brochures, pictures and the like, shall always remain our intellectual property; the customer shall not be granted usage or exploitation rights of any kind whatever.