1. General information, quote and order confirmation
All deliveries and performances shall be based exclusively on the present terms and conditions. The scope and price of the deliveries are confirmed with our written order confirmation and any secondary arrangements or any other agreements made with our representatives only become valid if confirmed by us in writing. Any verbal agreements that have not been confirmed in writing shall be deemed null and void. Our representatives are only agents for orders and they have no power of representation. They are not authorised to confirm any orders, guarantee delivery times, acknowledge any defects or damage, or to give price reductions or discounts. We shall not be bound by any delivery conditions of the Purchaser and we hereby expressly reject them. Any deviating terms and conditions of the Purchaser that are not recognized explicitly by us shall not be binding on us, even where they are made the basis of an order and we fail to explicitly reject their content.
All quotations are non-binding and goods delivered from stock are always subject to prior sale. We may elect to deliver fully or partly equivalent goods, if the Purchaser has not ruled this out when placing the order. By placing an order, the customer acknowledges that its data will be stored in an EDP file for the purposes of rational submission for quotations and order processing.
The delivery period begins upon the acceptance of the order by us, but not until all specification details have been clarified. Such delivery period shall not be binding on us. Acts of God or other events beyond our control, which considerably complicate delivery or make delivery impossible, e.g. operational or traffic problems, strikes, lock-outs, obstructions caused by official orders, lack of raw materials etc., shall entitle us to postpone delivery for the period of such obstruction plus a reasonable lead time or to withdraw from the contract – even on account of the part not yet fulfilled. The Purchaser is entitled to ask us to state whether we intend to withdraw or to deliver within an appropriate period of time. If we fail to make such a declaration, the Purchaser is entitled to withdraw from the contract. Any claims for damages are excluded.
3. Dispatch and transfer of risk
The risk in respect of the delivery shall pass to the customer, even where we pay the costs of transport or own vehicles are used for the shipment. Unless otherwise agreed, we shall determine the type of dispatch. In the case of agreed payment of freight costs, the freight shall be advanced by the recipient free of any discount and credited on presentation of the supporting documents. Increases in freight and customs duties, transfer costs and any lower costs shall be paid by the Purchaser. Changes in tariffs are either charged or credited to the party paying the freight costs.
Any packaging required shall be charged at cost price and is not taken back.
The prices agreed are those in the written order confirmation and where this has not been issued, those in the order issued by us and confirmed in writing. They correspond to the cost situation at the time of confirmation or issue of the order. In the event of extraordinary circumstances occurring until delivery, such as wage or raw material price increases, increases in public charges and similar increases, we reserve the right to increase the prices in the amount of additional costs.
6. Payment terms
Payment shall be made within 30 days from the date of invoice in cash without any deductions. A discount of 3% is given for payment within 8 days from the date of invoice. Any other conditions require written agreements. Bills of exchange and cheques are only accepted as a form of payment and the acceptance of bills of exchange shall in any case be subject to prior consent. We will only accept discountable bills of exchange. No discount is given in the event of payment by bill of exchange. All discount or bill of exchange expenses shall be borne by the Purchaser. If deliveries are made in part consignments, the purchase price of each part consignment is due regardless of the remaining deliveries.
In the event that the deadline is not adhered to, we reserve the right
to charge interest of at least 4% above the Austrian Central Bank’s discount rate. The right to assert further damage claims remains unaffected. There is no requirement for us to send a reminder. In the event of failure to pay, of protests in connection with bills of exchange or cheques or other circumstances, which render the Purchaser’s creditworthiness doubtful, all our accounts receivable shall become immediately due, regardless of payment dates agreed, and we are entitled to charge costs at the rate of usual bank interest and charges for the granting of credit from the particular invoice date.
If, after conformation of the order, we are made aware of circum- stances, which render the Purchaser’s creditworthiness doubtful, we are entitled to withdraw from the contract or request advance payment in cash. A circumstance that renders the creditworthiness of a Purchaser doubtful is in particular negative credit information from a credit agency. A right of retention or set-off in relation to the purchase price or other Purchaser’s obligations is excluded in the case of all deliveries and part consignments. The right of reduction of the purchase price is only permitted under Item 8 of this condition. Unless we have clearly acknowledged the Purchaser’s right of re- duction in writing, the Purchaser is obliged to pay the full purchase price.
7. Retention of title
Deliveries shall be made under reservation of title exclusively. The goods delivered shall remain our property until complete payment of the purchase price and all receivables, of whatever nature, arising from the entire business relationship. The retention of title shall continue to exist even if a balance confirmation has taken place after the closure of the account. Title to the goods only passes once all checks and bills of exchange offered in payment and related costs have been cashed. If there is a payment settlement in the so-called cheque-bill of exchange procedure, then our retention of title shall not end until we can no longer be held liable in relation to the liability of the bill of exchange. If the Purchaser resells the goods on credit, it similarly undertakes to retain the title. Accordingly, provided the Purchaser withholds payments before the goods supplied have been paid for, the Vendor has the right to recovery of the goods or to the assignment of rights to the consideration stipulated in the Austrian Bankruptcy Act. If a third party is in possession of the goods, the Purchaser shall hereby assign to us its right to restitution vis-à-vis the third party. If the Purchaser is in possession of goods supplied by us under retention of title, a safekeeping arrangement is deemed agreed between the Vendor and us. The Purchaser shall not pledge nor assign as security the goods subject to retention of title or the articles manufactured from them. If the Purchaser resells the goods supplied by us, irrespective of their condition, it hereby assigns to us the claims it has against its customers or other third parties from such sale, incl. all ancillary rights, until all of our receivables from goods deliveries including ancillary costs have been fully paid. If the goods subject to retention of title are sold by the Purchaser after processing separately or along with other goods not belonging to us, the assignment of the claims from resale shall only apply to the amount of the invoice value which corresponds to our reserved goods. At our request, the Purchaser is obliged to notify its customers of such assignment and hand over to us the documents which we require for asserting our rights against these customers. If the value of the securities provided to us exceeds our overall claim from deliveries by more than 20%, we are obliged, if requested by the Purchaser, to release security interests which we deem appropriate. The Purchaser shall inform us immediately should our rights be affected by any third party. The Purchaser shall not pledge or assign as security, the goods or claims existing in their stead. If the Purchaser does not adhere to the agreed payment terms, we are entitled to pledge or assign as security the goods or claims existing in their stead. If the Purchaser does not adhere to the agreed payment terms, we are entitled, without withdrawing from the contract, to demand that the goods be returned, until the Purchaser has fulfilled its payment obligations.
Complaints about goods delivered shall only be considered if received within 8 days from receipt of the goods. Any defective goods shall be returned to us on request. If the defect is acknowledged by us, we reserve the right, at our discretion, to take back the defective goods, with us withdrawing from the contract of sale, or provide replacement goods within an adequate period or to credit the
difference between the actual (inferior) value and the order value of the goods. If a warranty for defects is requested, this can only be given if the defect was shown to have occurred due to circumstances occurring before the transfer of risk. In total, the warranty is limited to no more than 6 months after transfer of risk. Further claims such as claims for payment of damage arising from services agreed and rendered by us, or for payment of wages, default penalties or consequential loss are excluded. Approval of reference samples by the customer excludes a subsequent notice of defects, provided the goods delivered correspond to the reference samples approved.
9. Fitness for purpose and design changes in products
Liability for parts delivered in accordance with particular suggestions, drafts or drawings is limited to the parts delivered manufactured in accordance with the documentation provided to us. We also reserve the right to change the design of our products for technical reasons, with us also reserving the right to choose the raw material. The customer shall be notified by us in good time of any design changes, if they are material.
Moulds, other tools etc shall remain our property even where tool costs are paid in full or in part by the customer. Where the customer has only made a contribution to the costs or if we have paid the costs in full, the balance or the full amount of the moulds and tool costs shall be due to us immediately, if the customer, for whatever reason, does not accept the goods ordered or does not issue the orders or repeat orders promised.
11. Property rights
To the extent that we have to deliver goods on the basis of drawings, models, samples or other documentation that the customer has provided, the latter shall be liable for ensuring that the manufacture and supply of such goods is not in breach of any third party industrial property rights. In the event that third parties do not permit us to produce or deliver goods on the basis of drawings, models, samples or other documentation from the customer, by reference to such property rights, we shall not be obliged to verify the legal status of such claims and the customer shall have no right to claim damages. In such event, however, we shall be entitled to discontinue the manufacture and supply and to claim compensation for any costs incurred. If requested, the customer shall make an appropriate advance payment for any legal costs that might arise from any violations and the assertion of any property rights.
12. Export orders
These sales and delivery terms apply accordingly to export orders and the law of the Republic of Austria shall also apply. If the legislation of the customer’s country renders the transfer of the purchase price to us difficult or if the value of the currency of this country drops, we are entitled to refuse to make deliveries without any liability for damages or to demand a corresponding change in the terms of purchase and delivery terms. Likewise, the customer is obliged to immediately compensate us for any exchange rate fluctuations that are unfavourable for us, where orders are paid for in currencies other than EURO. Any disputes shall be finally settled under the rules of arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules if both parties agree to this procedure.
13. Place of performance and jurisdiction
The place of performance for delivery and payment is the registered office of the company. The court of jurisdiction is the competent court in St. Pölten.
Should individual clauses contained in these Delivery and Payment Terms or other parts of the contract prove invalid, this shall not affect the validity of the remaining clauses. The Purchaser’s rights arising from the contractual relationship shall only be transferable subject to our prior agreement in writing. If we take goods back and they are standard products, these can only be credited at 75% of the invoice amount. In the case of custom-made products, a return of the purchased product is excluded.
Where agreements differ from the above conditions, these must be made in writing to become effective. We are authorised in any case to make part deliveries. Austrian law applies exclusively.