General terms and conditions
(based on the template of the Chamber of Commerce Trade Section)
I. APPLICATION
The deliveries, services and offers of our company shall be made exclusively on the basis of these terms and conditions; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our terms and conditions, unless we have expressly agreed to their validity. In this respect, contractual performance on our part shall not be deemed to be consent to contractual terms and conditions that deviate from our terms and conditions. These terms and conditions shall also apply as a framework agreement to all further legal transactions between the contracting parties.
II. CONCLUSION OF CONTRACT
A contract offer of a customer requires an order confirmation. The dispatch of the goods ordered by the customer shall also effect the conclusion of the contract. If offers are made to us, the offering party shall be bound by them for a reasonable period of at least 8 days from receipt of the offer.
III. PRICE
Unless expressly stated otherwise, all prices quoted by us are inclusive of value added tax. Should wage costs change due to collective bargaining regulations in the industry or internal company agreements, or should other cost centers relevant to the calculation or costs necessary for the production of goods and services change, such as those for materials, energy, transport, external work, financing, etc., we shall be entitled to increase or reduce the prices accordingly. Point III. does not apply to consumer transactions.
IV. TERMS OF PAYMENT, INTEREST ON ARREARS
In the absence of any agreement to the contrary, our claims are to be paid in cash step by step against handover of the goods. Cash discounts require a separate agreement. In the event of default in payment, including partial payments, any discount agreements shall also cease to apply. Payments by the customer shall be deemed to have been made only upon receipt in our business account. In the event of default in payment by the customer, we shall be entitled, at our discretion, to demand compensation for the damage actually incurred or interest on arrears at the statutory rate. In the event of default of payment by the customer, our company shall also be entitled to demand compound interest from the date of handover of the goods.
V. RESCISSION OF CONTRACT
In case of default of acceptance (clause VII.) or other important reasons, such as in particular bankruptcy of the customer or dismissal of bankruptcy for lack of assets, as well as in case of default of payment of the customer, we are entitled to withdraw from the contract, provided that it has not yet been completely fulfilled by both parties. In the event of withdrawal, we shall have the option, if the customer is at fault, to claim liquidated damages of 25% of the gross invoice amount or compensation for the actual damage incurred. In the event of default in payment by the customer, we shall be released from all further performance and delivery obligations and shall be entitled to withhold any outstanding deliveries or services and to demand advance payments or securities or to withdraw from the contract after setting a reasonable grace period. If the customer - without being entitled to do so - withdraws from the contract or requests its cancellation, we shall have the choice of insisting on the performance of the contract or agreeing to the cancellation of the contract; in the latter case, the customer shall be obliged to pay, at our discretion, liquidated damages amounting to 25% of the gross invoice amount or the actual damage incurred. In the case of distance contracts (§§ 5a ff Consumer Protection Act), the consumer may withdraw from the contract within 7 working days, whereby Saturdays do not count as working days . The period begins with the day of receipt of the goods by the consumer or, in the case of services, with the day of the conclusion of the contract. It is sufficient to send the declaration of withdrawal within this period. If the consumer withdraws from the contract in accordance with this provision, he shall bear the costs of returning the goods; if a credit was concluded for the contract, he shall also bear the costs of any necessary certification of signatures and the charges (fees) for granting the credit. In the case of services, the execution of which is started as agreed within 7 working days from the conclusion of the contract, withdrawal is not possible.
VI. DUNNING AND COLLECTION CHARGES
In the event of default, the contractual partner (customer) undertakes to reimburse the dunning and collection expenses incurred by the creditor, insofar as they are necessary for the appropriate prosecution, whereby it undertakes in particular to reimburse at most the remuneration of the collection agency engaged, which is derived from the BMwA ordinance on the maximum rates of remuneration due to collection agencies. If the creditor carries out the dunning process himself, the debtor undertakes to pay an amount of € 10.90 for each reminder issued.
VII. DELIVERY, TRANSPORT, DEFAULT OF ACCEPTANCE
Our sales prices do not include costs for delivery, assembly or installation. Upon request, however, these services will be provided or organized by us against separate payment. In this case, the actual costs incurred for transport or delivery will be invoiced together with an appropriate overhead surcharge, but at least the freight and carriage charges for the selected type of transport applicable or customary on the day of delivery. Assembly work shall be charged on a time basis, whereby a man-hour rate customary in the industry shall be deemed to have been agreed. If the customer has not taken delivery of the goods as agreed (default in acceptance), we shall be entitled to store the goods at our premises after having set a grace period to no avail. At the same time, we shall be entitled either to insist on performance of the contract or, after setting a reasonable grace period of at least 2 weeks, to withdraw from the contract and to dispose of the goods elsewhere.
VIII. DELIVERY PERIOD
We shall only be obliged to perform the service as soon as the customer has fulfilled all his obligations required for performance, in particular all technical and contractual details, preparatory work and preparatory measures. We are entitled to exceed the agreed dates and delivery periods by up to one week. Only after this period has expired may the customer withdraw from the contract after setting a reasonable grace period.
IX. PLACE OF COMPLIANCE
The place of performance is the registered office of our company.
X. MINOR CHANGES IN PERFORMANCE
If it is not a consumer transaction, minor or other changes to our performance or delivery obligation that are reasonable for our customers shall be deemed approved in advance. This applies in particular to deviations caused by the object (e.g. in dimensions, colors, wood and veneer appearance, grain and structure, etc.).
XI. COMPENSATION FOR DAMAGES
All claims for damages are excluded in cases of slight negligence. This does not apply to personal injury or, in the case of consumer transactions, to damage to items accepted for processing. The existence of slight or gross negligence must be proven by the injured party, unless it is a consumer transaction. If the transaction is not a consumer transaction, the limitation period for claims for damages shall be three years from the transfer of risk. The provisions on damages contained in these terms and conditions or otherwise agreed upon shall also apply if the claim for damages is asserted in addition to or instead of a warranty claim. Before connecting or transporting EDP-technical products or before installing computer programs, the customer is obliged to sufficiently back up the data already existing on the computer system, otherwise he has to bear the responsibility for lost data as well as for all related damages.
XII. PRODUCT LIABILITY
Recourse claims within the meaning of § 12 of the Product Liability Act are excluded unless the party entitled to recourse proves that the defect was caused in our sphere and was at least due to gross negligence.
XIII. RETENTION OF TITLE AND ITS ENFORCEMENT
All goods are delivered by us under reservation of title and remain our property until full payment. The assertion of the reservation of title shall only constitute a withdrawal from the contract if this is expressly declared. In the event of goods being taken back, we shall be entitled to charge any transport and handling costs incurred. In the event of access by third parties to the goods subject to retention of title - in particular through seizure - the customer undertakes to draw attention to our ownership and to notify us immediately. If the customer is a consumer or not an entrepreneur whose ordinary business operations include trading in the goods purchased from us, he may not dispose of the reserved goods, in particular sell, pledge, give away or lend them, until the outstanding purchase price claim has been settled in full. The customer shall bear the full risk for the reserved goods, in particular for the risk of destruction, loss or deterioration.
XIV. ASSIGNMENT OF RECEIVABLES
In the event of delivery under retention of title, the customer hereby assigns to us in payment his claims against third parties, insofar as these arise from the sale or processing of our goods, until final payment of our claims. Upon request, the customer shall name its customers and notify them of the assignment in due time. The assignment is to be entered in the business books, in particular in the open items list, and made visible to the customer on delivery bills, invoices, etc. The customer is to inform us of the assignment in good time. If the customer is in default with his payments to us, the sales proceeds received by him shall be segregated and the customer shall hold them only in our name. Any claims against an insurer are already assigned to us within the limits of § 15 of the Insurance Contract Act. Claims against us may not be assigned without our express consent.
XV. RETENTION
If the transaction is not a consumer transaction, the customer shall not be entitled to withhold the entire gross invoice amount, but only an appropriate part thereof, in the event of a justified complaint, except in cases of rescission.
XVI. CHOICE OF LAW, PLACE OF JURISDICTION
Austrian law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The language of the contract is German. The contracting parties agree on Austrian, domestic jurisdiction. If it is not a consumer transaction, the court with subject-matter jurisdiction at the registered office of our company shall have exclusive local jurisdiction to decide on all disputes arising from this contract.
XVII. DATA PROTECTION, CHANGE OF ADDRESS AND COPYRIGHT
The customer gives his consent that also the personal data included in the purchase contract will be stored and processed by us in an automated way in fulfillment of this contract. The customer is obliged to notify us of any changes to his residential or business address as long as the legal transaction that is the subject of the contract has not been completely fulfilled by both parties. If such notification is omitted, declarations shall be deemed to have been received even if they are sent to the last address notified. Plans, sketches or other technical documents, as well as samples, catalogs, brochures, illustrations and the like shall always remain our intellectual property; the customer shall not be granted any rights of use or exploitation whatsoever.
