General Terms and Conditions of Sale

 

§1
General - Scope of Application

1. Our terms and conditions of sale shall apply exclusively; conflicting or deviating conditions of the customer shall not be recognized unless we have expressly agreed to their validity in writing. Our terms and conditions of sale shall also apply if, despite knowledge of conflicting or deviating terms of the customer, we execute the delivery to the customer without reservation.
2. All agreements made between us and the customer for the execution of this contract are recorded in writing in this contract.
3. Our terms and conditions of sale shall also apply to all future transactions with our customers.

 

§2
Offer - Offer Documents

1. All our offers are non-binding. A contract is concluded only through our written acceptance or confirmation, but at the latest by invoicing. Deviating agreements are only binding if confirmed in writing.
2. With the publication of the new price list, all other price lists and offers lose their validity.
3. Price changes and errors are reserved.
4. The stated prices are not fixed prices but recommended guidelines.
5. We reserve ownership and copyrights on illustrations, drawings, calculations, and other documents. Prior reproduction or forwarding to third parties, especially competitors, requires our express written consent. If no contract is concluded, the right to reclaim our documents remains reserved.

 

§3
Prices - Payment Terms - Invocing

1. Unless otherwise stated in the order confirmation, our prices are ex works, excluding packaging and shipping costs.
2. The statutory value-added tax is not included in our prices and will be shown separately on the invoice at the statutory rate on the date of invoicing.
3. Discounts require a special written agreement.
4. Unless otherwise stated, the net purchase price (without deductions) is due within 30 days from the invoice date. The statutory regulations regarding the consequences of late payment apply.
5. We reserve the right to invoice via postal mail or electronically by e-mail.
6. The customer may only offset claims if their counterclaims are legally established, undisputed, or acknowledged by us. The right of retention can only be exercised to the extent that the counterclaim is based on the same contractual relationship.

 

§4
Delivery Time

1. The commencement of the delivery period specified by us presupposes the clarification of all technical and commercial questions.
2. Compliance with our delivery obligation also requires timely and proper fulfillment of the customer's obligations. The defense of non-performance remains reserved.
3. If the customer is in default of acceptance or culpably breaches other cooperation duties, we are entitled to claim damages, including any additional expenses incurred. Further claims or rights remain reserved.
4. If the prerequisites of paragraph (3) apply, the risk of accidental loss or deterioration of the purchase item passes to the customer when they are in default of acceptance or payment.
5. We are liable according to statutory provisions if the underlying purchase contract is a fixed transaction. We are also liable if, as a result of our delay in delivery, the customer is entitled to assert that their interest in further performance has ceased.
6. We are liable according to statutory provisions if the delay in delivery is based on intentional or grossly negligent breach of contract by us; the fault of our representatives or agents is attributed to us. If the delay is due to gross negligence, liability is limited to foreseeable, typical damage.
7. We are also liable according to statutory provisions if the delay is due to the culpable breach of an essential contractual obligation; however, liability is limited to foreseeable, typical damage.
8. We are entitled to make partial deliveries and total deliveries before the agreed delivery date at any time.
9. We are entitled to deliver quantities that are up to 10% higher or lower than the quantity ordered. Such deviations in quantity shall be deemed to constitute performance in accordance with the contract and shall not entitle the customer to a reduction in price or to withdraw from the contract, insofar as they are reasonable for the customer. Any deviations exceeding the aforementioned percentage must be communicated to the customer without delay. In such cases, the customer shall be entitled to refuse acceptance of the excess or short delivery or to demand a reasonable adjustment of the purchase price.
10. If dispatch is delayed at the customer's request, storage costs will be charged starting one month after notification of readiness for dispatch, at least 0.5% of the invoice amount per month. We are also entitled, after setting and fruitless expiration of a reasonable period, to dispose of the delivery item elsewhere and supply the customer with an appropriately extended period.
11. Returned goods will only be accepted after prior written agreement with us. A reasonable handling fee will be charged for the return, based on the actual effort involved. The goods must be in their original packaging and in perfect condition. Returns without our prior consent are excluded.
12. Further statutory claims and rights of the customer remain unaffected.

 

§5
Transfer of Risk - Packaging Costs

1. Unless otherwise specified in the order confirmation, delivery is agreed ex works and at the buyer’s risk and expense. The choice of transport route and means of transport is at our discretion.
2. The risk transfers to the buyer upon handover of the goods to a carrier or freight forwarder. In case of collection, upon notification of readiness for collection to the buyer.
3. For all orders placed with us, packaging costs will be charged separately according to effort.
4. Packaging costs are based on the actual effort required for proper packaging of the goods. Packaging is considered proper if it prevents damage to the goods during transport.
5. If the purchaser insists on packaging that is less than what we consider proper, claims for "insufficient packaging" in case of shipping damage cannot be raised by the purchaser.
6. Separate agreements apply to the return of packaging.
7. If requested by the customer, we will cover the delivery by transport insurance; the costs incurred shall be borne by the customer.
8. Due to differing delivery locations, items, and weights, it is not possible to provide uniform packaging and shipping costs. However, we always strive to keep shipping costs as low as possible. If explicitly requested, these can be determined and communicated on a case-by-case basis.

 

§6
Warranty for Defects

1. Claims for defects by the customer require that the customer has properly fulfilled their obligations to examine and notify defects pursuant to §377 UGB.
2. If a defect in the purchased item exists, the customer is entitled, at their discretion, to subsequent performance either by remedying the defect or by delivery of a new defect-free item. In the case of remedy or replacement delivery, we are obliged to bear all expenses necessary for subsequent performance, especially transport, travel, labor, and material costs, unless these increase because the purchased item was moved to a place other than the place of performance.
3. If subsequent performance fails, the customer is entitled, at their discretion, to withdraw or reduce the purchase price.
4. We are liable according to statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence by our representatives or agents. If no intentional breach of contract is attributable to us, liability for damages is limited to foreseeable, typically occurring damage.
5. We are liable according to statutory provisions if we culpably breach an essential contractual obligation; in this case, liability is limited to foreseeable, typically occurring damage. An essential contractual obligation exists if the breach concerns a duty that the customer relied on and was entitled to rely on.
6. Liability for injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
7. Unless otherwise stipulated above, liability is excluded.
8. The limitation period for claims for defects is 12 months from the transfer of risk.

 

§7
Overall Liability

1. Any further liability for damages beyond that provided in §6 is excluded, regardless of the legal nature of the asserted claim. This applies especially to claims for damages arising from culpability at contract conclusion, other breaches of duty, or tortious claims for damages to property.
2. The limitation in paragraph (1) also applies if the customer demands reimbursement of futile expenses instead of damages or performance.
3. If liability for damages against us is excluded or limited, this also applies to personal liability for damages of our employees, workers, agents, representatives, and vicarious agents.

 

§8
Retention of Title - Security

1. We retain ownership of the purchased goods until all payments from the delivery contract have been received. In case of breach of contract by the customer, especially payment default, we are entitled to take back the goods. The repossession constitutes withdrawal from the contract. After repossession, we are entitled to realize the goods; the proceeds from realization will be credited against the customer's liabilities less reasonable realization costs.
2. The customer is obliged to handle the goods carefully and, in particular, to insure them at their own expense against fire, water, and theft at replacement value. If maintenance and inspection work is necessary, the customer must carry this out in time at their own expense.
3. In case of seizures or other interventions by third parties, the customer must notify us in writing immediately so that we can file a suit under the execution order. If the third party is unable to reimburse us for judicial and extrajudicial costs, the customer is liable for the loss incurred.
4. The customer is entitled to resell the goods in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the invoice total (including VAT) arising from resale against their buyers or third parties, regardless of whether the goods have been resold unprocessed or processed. The customer remains authorized to collect these claims even after assignment. Our authority to collect the claims ourselves remains unaffected. We commit not to collect the claims as long as the customer meets their payment obligations from the proceeds, is not in default, and in particular, no insolvency or composition proceedings have been initiated or payment suspension exists. In such cases, we may demand the customer disclose assigned claims and debtors, provide all information required for collection, hand over related documents, and notify debtors (third parties) of the assignment.
5.  Processing or transformation of the goods by the customer is always carried out on our behalf. If the goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods (invoice amount, including VAT) relative to the other processed items at the time of processing. The same applies to the newly created item as to goods delivered under retention of title.
6. If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods (invoice amount, including VAT) relative to the other mixed items at the time of mixing. If mixing is done so that the customer's item is regarded as the main item, it is agreed that the customer transfers proportional co-ownership to us. The customer shall safeguard sole or co-ownership for us.
7. The application to open insolvency proceedings entitles us to withdraw from the contract and demand immediate return of the delivery item.
8. The customer also assigns to us claims to secure our claims arising from the connection of the goods with real estate against a third party.
9. We commit to releasing securities owed to us upon the customer's request to the extent that the realizable value of our securities exceeds the claims to be secured by more than 10%; the choice of securities to be released is ours.

 

§9
Jurisdiction - Place of Performance

1. If the customer is a merchant, our business location in A-6900 Bregenz shall be the place of jurisdiction; however, we are entitled to sue the customer at their place of residence.
2. The law of the Republic of Austria shall apply; the applicability of the UN Sales Convention (CISG) is excluded.
3. Unless otherwise stated in the order confirmation, our business location is the place of performance.

 

§ 10
Data Protection Notice

To the extent necessary for the proper processing of contractual relationships, the necessary data of our customers are stored and processed by us electronically.