As of September 2020

I. GELTUNGSBEREICH (1) The deliveries, services, and offers of the Contractor are made exclusively on the basis of these Terms and Conditions. These shall therefore also apply to all future business relationships, even if they are not expressly agreed upon again. Counter-confirmations by the Client with reference to their own business or delivery conditions are hereby rejected.

(2) Deviations from these Terms and Conditions are only effective if confirmed in writing by the Contractor.

(3) These Terms and Conditions remain binding even if individual parts should be ineffective for any reason.

II. PREISANGEBOTE (1) The prices stated in the Contractor’s offer apply under the reservation that the order data on which the offer was based remain unchanged.

(2) The Contractor’s prices do not include value-added tax (VAT), unless the communication or offer is directed at consumers within the meaning of the Consumer Protection Act.

(3) The Contractor’s prices apply ex-works. They do not include packaging, freight, postage, insurance, and other shipping costs.

(4) Orders that deviate from the original offer only become binding upon confirmation by the Contractor. Objections regarding a deviation of the content of an order confirmation from the order letter must be made immediately in writing. The content of the order confirmation is deemed approved if it is not contradicted within two working days. This objection period does not include days of business closure.

(5) In general, price offers are considered non-binding unless otherwise expressly agreed. The Client approves that an increase in significant costs after the price has been quoted, but before the delivery is invoiced, entitles the Contractor to invoice the resulting price increases even without prior notification of exceeding the cost estimate. The Client waives the right of withdrawal in such cases. Subsequent changes made by the Client will be charged to the Client.

(6) The Client bears the costs for data transmissions initiated by them. The Contractor accepts no liability or warranty for transmission errors.

III. RECHNUNGSPREIS (1) The Contractor invoices their deliveries and services on the day on which they deliver (even partially), store the goods for the Client, or hold them ready for call-off for the Client. In the case of partial deliveries, the Contractor is entitled to invoice proportionately.

(2) The invoice price may deviate from the order price if changes in the calculation basis mentioned in Section II have occurred or if changes were made by the Client after the order was established.

IV. ZAHLUNGSBEDINGUNGEN (1) Payment (net price plus VAT) must be made within 14 calendar days of the invoice date without deduction.

(2) Bills of exchange and checks are only accepted by special agreement and for the purpose of payment, provided the financial institution confirms acceptance. Refinancing costs and expenses are borne by the Client. These must be paid immediately by the Client. The Contractor is not liable for the timely presentation, protesting, notification, and return of the bill of exchange in the event of non-payment, unless intent or gross negligence can be attributed to them or their vicarious agents.

(3) In the case of bank transfers, the availability of the invoice amount on the account provided by the Contractor is decisive for the timeliness of the payment.

(4) The Client may only offset with a claim that is undisputed, recognized, or legally established. The Client is not entitled to rights of retention or set-off.

(5) Justified complaints do not entitle the Client to withhold the entire invoice amount, but only a reasonable portion thereof.

V. ZAHLUNGSVERZUG (1) If a significant deterioration in the Client’s financial circumstances becomes known or if they are in default of payment, the Contractor has the right to demand immediate payment of all invoices, including those not yet due. Furthermore, the Contractor has the right to make further work on current orders dependent on proportional payments. Furthermore, the Contractor has the right to withhold goods not yet delivered until payment is received and to stop work on current orders if proportional payments are not made. These rights also belong to the Contractor if the Client fails to pay despite a reminder establishing default.

(2) In the event of default of payment, default interest in the amount of 4 percentage points above the EURIBOR (Euro Interbank Offered Rate) must be paid. This does not exclude the assertion of further damages caused by delay.

(3) In the event of default, the Client undertakes to reimburse the Contractor for any reminder and collection expenses incurred, insofar as they are necessary for appropriate legal pursuit. If the Contractor handles the dunning process themselves, the Client undertakes to pay an amount of €15 net per reminder, as well as an amount of €5 net per half-year for maintaining the debt relationship in the dunning system. In addition, any further damage, particularly damage resulting from higher interest rates on credit accounts on the Contractor’s part due to non-payment, must be compensated if the Client is at fault for the delay.

VI. LIEFERZEIT (1) The delivery period begins on the day the order is received by the Contractor, provided that all working documents are clearly and unequivocally available to the Contractor and nothing to the contrary is noted in the order confirmation; it ends on the day the goods leave the Contractor’s premises.

(2) If a fixed date is agreed upon, the cooperation obligations and their deadlines must be determined at the time of order placement. If the Client does not fulfill their cooperation obligations or does not meet the agreed deadlines, the Contractor is not liable for compliance with the agreed delivery date. This also applies in the event of subsequent order changes by the Client. Furthermore, the Contractor is entitled to compensation for the costs resulting therefrom.

(3) In the event of a delay in delivery, the Client may only demand fulfillment and compensation for delay after granting a reasonable grace period, or declare a withdrawal from the contract only after setting a grace period once again. The grace period must be appropriate to the nature and scope of the order.

(4) In the event of force majeure or other unpredictable, extraordinary, and non-fault-based circumstances—even if they occur at sub-suppliers—the delivery time shall be extended to a reasonable extent if the Contractor is hindered from the timely fulfillment of their obligation. If the delivery or service becomes impossible or unreasonable due to the aforementioned circumstances, the Contractor shall be released from the performance obligation. If the performance delay lasts longer than two months, the Client is entitled to withdraw from the contract. If the delivery time is extended or the Contractor is released from their performance obligation, the Client cannot derive any claims for damages from this. The Contractor can only invoke the aforementioned circumstances if they notify the Client immediately.

VII. LIEFERUNG (1) Deliveries are made from the Contractor’s premises at the expense and risk of the Client. Transport insurance is only provided at the express request and expense of the Client. The risk passes to the Client as soon as the shipment has been handed over to the person carrying out the transport or has left the Contractor’s warehouse for the purpose of shipment.

(2) If shipping is delayed at the request of the Client, the risk passes to them upon notification of readiness for shipment.

VIII. ANNAHMEVERZUG (1) The Client is obliged to accept the goods sent in accordance with the contract or made available for collection immediately; if they do not comply with this obligation, the delivery is deemed to have been accepted and the risk of accidental loss passes to the Client.

(2) In the event of default of acceptance or impossibility of delivery caused by force majeure, the Contractor is entitled to store the goods themselves or at a freight forwarder at the expense and risk of the Client.

IX. BEANSTANDUNGEN/GEWÄHRLEISTUNG (1) The Client must check the conformity of the delivered goods in every case.

(2) Complaints (notices of defects) due to obvious defects must be reported to the Contractor immediately and specifically. Hidden defects must be asserted with the Contractor immediately upon discovery, but at the latest within four weeks after the goods have left the Contractor’s premises or sphere of control.

(3) The warranty periods are twelve months.

(4) The presumption rule of § 924 ABGB (Austrian Civil Code) is excluded. The existence of the defect at the time of handover must be proven by the Client.

(5) The right of recourse according to § 933 b, second sentence ABGB expires two years after the service is rendered by the Contractor.

(6) In the event of justified complaints, the Contractor is obliged, at their choice and to the exclusion of other claims, to repair and/or provide a replacement delivery, up to the value of the order, unless a guaranteed quality is missing or intent or gross negligence can be attributed to the Contractor or their vicarious agents. The same applies in the case of a justified complaint regarding the repair or replacement delivery. In the event of delayed, omitted, or failed repair or replacement delivery, the Client may demand a reduction in payment or withdraw from the contract. The Client waives the right to withdraw from the contract in the case of significant defects. The Contractor’s liability for consequential damages exists only in the case of intentional or grossly negligent causation.

(7) For deviations in the nature of the materials used, the Contractor is liable only up to the amount of their own claims against the respective sub-supplier. In such a case, the Contractor is released from liability if they assign their claims against the sub-suppliers to the Client. The Contractor is liable as a guarantor insofar as claims against the sub-supplier do not exist or are not enforceable through the fault of the Contractor. For materials used, those tolerances apply that are contained in the relevant delivery conditions of the sub-suppliers or are customary in the industry.

(8) The Contractor is under no circumstances liable for damage caused by improper storage of the products by the Client.