1. Applicability
All business transactions conducted with us shall be governed by our General Terms and Conditions, unless otherwise agreed in an individual case and recorded in writing.
Any deviating terms and conditions of the Purchaser that have not been expressly accepted by us in writing shall not be binding upon us. Any counter-confirmation by the Purchaser referring to its own terms and conditions of business or purchase is hereby expressly rejected.
2. Offers
Our offers are always non-binding and subject to change. Orders shall only be deemed accepted once they have been confirmed by us in writing.
We reserve the right to make technical and design-related deviations from descriptions and information contained in brochures, catalogues and written documents, as well as changes to models, construction and materials resulting from technical progress, without this giving rise to any claims against us.
The basis of the order shall be the specifications to be provided in detail by the Purchaser.
We retain ownership of and copyright to cost estimates, drawings and other documents prepared by us; such documents may not be made accessible to third parties. We undertake to make plans designated by the Purchaser as confidential available to third parties only with the Purchaser’s consent.
3. Prices
All prices are quoted ex works Fohnsdorf, excluding packaging, transport and value-added tax.
4. Delivery, Delivery Periods and Delivery Times
The scope of delivery shall be determined by our written order confirmation. Any ancillary agreements and amendments require our written confirmation.
The dates and deadlines stated by us are non-binding unless expressly agreed otherwise in writing.
All delivery dates are subject to correct and timely delivery to us by our suppliers. Delivery periods shall commence on the date of our order confirmation, but not before all details relating to execution have been clarified. Without prejudice to our rights in the event of delay on the part of the Purchaser, such periods shall be extended by the period during which the Purchaser is in default. Partial deliveries are permitted.
Delays in delivery or performance caused by force majeure or by events that substantially hinder or render delivery impossible for us, such as difficulties in procuring materials, operational disruptions, labour disputes, official orders, etc., including where such circumstances occur at our suppliers or their subcontractors, shall not be attributable to us even where binding deadlines and dates have been agreed.
Such circumstances entitle us to postpone delivery or performance for the duration of the hindrance plus a reasonable start-up period, or to withdraw from the contract in whole or in part with respect to the portion not yet fulfilled.
In all other respects, we shall only be deemed in default once the Purchaser has granted us, in writing, an additional period of at least two months.
In the event of a delivery delay for which we are responsible, or where performance becomes impossible for reasons attributable to us, all claims, in particular claims for damages of any kind, shall be excluded unless we or our agents have acted intentionally or with gross negligence.
Where, on behalf of the Purchaser, we carry out installation and commissioning at the premises of the Purchaser’s customer, the Purchaser shall be liable for all costs arising in connection therewith. This shall also apply where commissioning is delayed for reasons attributable to the Purchaser’s customer. The Purchaser shall also be responsible for ensuring that all conditions necessary for installation and commissioning are fulfilled at the customer’s premises.
5. Transfer of Risk and Acceptance
The risk shall pass to the Purchaser no later than upon dispatch of the goods, including where partial deliveries are made or where we undertake additional services such as shipping costs, transport or delivery.
We shall be entitled, but not obliged, to insure the shipment at the Purchaser’s expense against theft, breakage, transport damage, fire and water damage, as well as other insurable risks.
If dispatch is delayed at the Purchaser’s request, the risk shall pass to the Purchaser upon notification that the goods are ready for dispatch.
Delivered goods must be accepted by the Purchaser even if they have minor defects, without prejudice to the Purchaser’s warranty rights.
6. Warranty and Liability
We warrant that our services comply with the state of the art and that our products are free from manufacturing and material defects. The warranty period is 12 months.
The Purchaser must notify us of any defects in writing without undue delay, but no later than within one week after receipt of the product. Defects that could not have been detected within this period even upon careful inspection must be reported to us in writing immediately after discovery.
If the Purchaser notifies us that the products do not comply with the warranty, we may, at our discretion, require the Purchaser to make the defective part or device available and allow us to send a service technician to the Purchaser in order to carry out the repair.
If the Purchaser requests that warranty work be carried out at a location specified by the Purchaser, we may comply with such request. Parts covered by the warranty and the labour time required for their installation shall not be charged, while travel and transportation costs shall be invoiced at our standard rates.
We shall not provide any warranty for damage resulting from the following:
- unsuitable or improper use;
- incorrect installation or commissioning by the Purchaser or third parties;
- normal wear and tear;
- incorrect or negligent handling;
- unsuitable operating materials;
- substitute materials;
- defective construction work;
- chemical, electrochemical or electrical influences, insofar as they are not attributable to our fault.
If the Purchaser or third parties carry out improper modifications or repair work without our approval, our liability for any resulting consequences shall be excluded.
Following notification of a defect, the Purchaser must grant us the necessary time and opportunity to carry out all repairs and replacement deliveries which we consider necessary at our reasonable discretion. Otherwise, we shall be released from liability for defects.
Only in urgent cases involving a risk to operational safety or in order to prevent disproportionately extensive damage shall the Purchaser be entitled to remedy the defect itself or have it remedied by third parties and claim reimbursement from us for the necessary costs, provided that and insofar as we were notified immediately or are in default in remedying the defect.
Any further claims by the Purchaser, in particular claims for compensation for damage that has not occurred to the delivered item itself, are excluded.
This exclusion of liability shall not apply in cases of intent or gross negligence on our part, nor in cases where liability exists under the Product Liability Act for personal injury or damage to privately used property caused by defects in the delivered item.
We assume no liability for the loss or destruction of components and items sent to us by the Purchaser. Liability for intent and gross negligence shall remain unaffected.
7. Purchaser’s Right of Withdrawal and Other Liability of the Supplier
The Purchaser may withdraw from the contract if it becomes definitively impossible for us to perform the entire contractual obligation before the transfer of risk. The same shall apply in the event of inability to perform.
In the event of delay in performance, the Purchaser shall be entitled to withdraw from the contract if and insofar as the Purchaser grants us a reasonable additional period for performance, expressly declaring that it will refuse acceptance of the performance after expiry of such period, and we fail to comply within the additional period.
If impossibility occurs while the Purchaser is in default of acceptance or due to the Purchaser’s fault, the Purchaser shall remain obliged to provide the agreed consideration.
The Purchaser shall also have the right to withdraw if, due to our fault, we allow a reasonable additional period granted to us for repair or replacement delivery in respect of a defect for which we are responsible under these delivery terms to expire without remedying the defect.
The Purchaser’s right of withdrawal shall also apply in other cases where repair or replacement delivery by us has failed.
All other further claims by the Purchaser, in particular claims for rescission, termination or reduction of the purchase price, as well as claims for compensation for damages of any kind, including damages that have not occurred to the delivered item itself, are excluded.
This exclusion of liability shall not apply in cases of intent or gross negligence.
8. Retention of Title
We retain title to the delivered goods until all claims due to us, irrespective of their legal basis, have been paid in full.
Any processing or transformation shall always be carried out on our behalf as manufacturer, but without any obligation on our part. The Purchaser shall hold our ownership or co-ownership free of charge.
Resellers may sell the goods in the ordinary course of business. With each order, the reseller assigns to us in advance its claims against its customers up to the amount of our invoice.
This shall also apply where the Purchaser has incorporated our goods into another object or assembled them together with other items.
The Purchaser hereby assigns to us in full, by way of security, all claims arising from the resale of our goods.
We authorise the Purchaser, on a basis revocable at any time, to collect the claims assigned to us in its own name and for its own account.
At our request, the Purchaser shall disclose the assignment and provide all necessary information and documentation.
In the event of access by third parties to goods delivered subject to our retention of title, in particular in the event of seizure, the Purchaser shall draw attention to our ownership rights and notify us immediately. The Purchaser shall bear the costs of intervention.
Neither the repossession nor the seizure by us of goods subject to retention of title shall constitute withdrawal from the contract.
9. Withdrawal by the Purchaser
If the Purchaser withdraws from the contract without justification, the Purchaser shall be obliged, without the need for individual proof, to pay a cancellation fee amounting to at least 35% of the order value.
Our right to claim higher damages shall remain unaffected.
The Purchaser’s right to prove that the lump-sum damages claimed did not arise or arose only in a lower amount shall likewise remain unaffected.
10. Payment
Unless otherwise agreed, our invoices shall be payable within 30 days from the invoice date without deduction. In all other respects, the payment terms stated on the invoice shall apply.
For orders with a value of EUR 50,000 or more, payment shall be made as follows:
- 1/3 as a down payment upon receipt of the order confirmation;
- 1/3 once the Purchaser has been informed that the principal components are ready for dispatch;
- the remaining balance within one further month.
If the Purchaser is in default of payment, we shall be entitled to charge interest from the relevant date at the customary bank rate.
If the Purchaser fails to meet its payment obligations in accordance with the contract, suspends payments, or if other circumstances become known to us which call the Purchaser’s creditworthiness into question, we shall be entitled to demand advance payments or security.
11. Place of Performance and Jurisdiction
The place of performance shall be 8753 Fohnsdorf.
The competent court shall be the Regional Court of Leoben, 8700 Leoben.
However, we shall also be entitled to bring legal action at the Purchaser’s registered office.
The laws of the Republic of Austria shall apply.
12. Partial Invalidity
Should any individual provisions be or become void, invalid or contestable, the remaining provisions shall remain unaffected.
In such cases, the affected provisions shall be interpreted or supplemented in such a way that the intended economic purpose is achieved as closely as possible in a legally permissible manner.
The same shall apply to any gaps requiring supplementation.