General Sale and Delivery Conditions
1.1 Unless otherwise agreed in individual cases, these General Sale and Delivery Conditions form an integral part of all business transactions made by us in the course of selling and distributing the products made by us and merchandise stocked by us. The purchase conditions of our customers only apply if expressly accepted by us for a given business transaction. Lack of objection to the purchase conditions of the customer by no means implies that they have been accepted by us.
1.2 For business transactions with consumers as per the Austrian Consumer Protection Act, these General Sale and Delivery Conditions only apply to the extent that they do not conflict with the binding provisions of the Austrian Consumer Protection Act.
2. Notices in writing:
Declarations, consultations and conclusion of business transactions made by us or our employees are only binding upon us when confirmed in writing by us. Declarations made by the customer on the basis of these General Sale and Delivery Conditions, such as notices of defects and similar, are only valid when made in writing.
3. Conclusion of delivery contracts:
3.1 Our offers are subject to change. Delivery contracts (sale and service contracts) are only legally binding upon us if we issue an order confirmation or deliver the goods or send the invoice.
3.2 Our order confirmation sets out the individual content of the delivery contract (scope of the delivery, prices and other provisions) and is deemed to have been accepted by the customer if no objection is raised by the customer within three days of receipt of the order confirmation.
4.1 The prices published or confirmed by us refer to unpackaged goods ex works Berndorf exclusive of VAT. With the exception of prices specified in the order confirmation, all prices given by us are subject to change.
4.2 In the event of an extraordinary increase in the price of crude metals following a price agreement, we are entitled to pass this increase onto the customer, with the agreed price rising accordingly.
5. Exchange rate guarantee clause:
5.1 As a matter of course, export deliveries are charged and to be paid for in EUR.
5.2 If payment in a currency other than EUR is expressly agreed, invoicing will take place with the exclusion of any currency risk to us. The central rate quoted by the Vienna Stock Exchange for the given currency on the day of issue of the order confirmation will be set against the rate quoted on the day of receipt of the invoiced amount. If the latter rate is lower than the former rate, the invoiced amount will increase accordingly and the difference must be paid by the customer in the invoiced currency.
6. Payment and payment delays:
6.1 The invoiced amount must be paid without deductions within eight days of the invoice date.
6.2 Our customers are not entitled to withhold payment based on notices of defects or claims for damages, or to offset payment with counterclaims. If we have accepted a notice of defect, the customer is only obliged to make payment proportional to the extent of the usable delivery.
6.3 If in individual cases we accept negotiable bills of exchange or cheques from our customer, these will be credited less interest and fees, subject to proper receipt.
6.4 In the case of payment delay or becoming aware of payment difficulties of our customers, we are entitled to make all outstanding claims due immediately and at the same time terminate all further deliveries, to withdraw from all contracts not yet performed and to perform any outstanding deliveries only against pre-payment.
6.5 In the case of payment delay, our customers are obliged to pay the customary banking interest rates, but at least 5% more than the respective bank rate quoted by the National Bank of Austria. In addition, the customer must also reimburse us for all reminder and debt collection expenses.
7. Delivery item:
7.1 The quality of the object of delivery is determined by the order confirmation, our technical descriptions, the relevant DIN (German Institute for Standardization) standards, the relevant Austrian standards, and technical manufacturing capabilities in our factory, whereby the preceding quality requirement will override the subsequent quality requirement.
7.2 In the case of mass-produced goods, the delivery may deviate in terms of weight and item number up to +/- 10% compared to the details in the order confirmation. For calculation of the invoice value, the quantity units determined by us (normally weights, or in particular cases number of items) will apply.
8. Delivery and transfer of risk:
8.1 Delivery is deemed to have taken place at the time when we make the goods available to our customers for collection in our factory or other sales point, or pass them on to the carrier, even if we bear the costs of shipping.
8.2 Upon performance of delivery according to Section 8.1 above, the risk associated with the delivery item will be transferred to our customer.
8.3 If shipping of the goods is to be performed by us, either at our own cost or that of the customer, we may select the means of transport at our own discretion.
8.4 In case of deliveries to abroad paid for by the seller, all customs and other import duties will be paid by the customer.
9. Delivery deadlines:
9.1 In the absence of a specific agreement, specified delivery deadlines are to be understood as approximate and non-binding.
9.2 If we exceed the agreed delivery deadline to an unacceptable degree, our customer may withdraw from the contract after a reasonable grace period. If we exceed the agreed delivery deadline for operational reasons that cannot be avoided by us even by exercising due commercial care (in particular strikes, disruption of operations, lack of raw materials and similar), the customer may only withdraw from the contract after a reasonable grace period if the deadline is exceeded by two months.
9.3 Our customer must collect goods reported as ready for dispatch without delay, otherwise we are entitled to store the goods at the cost and risk of the customer at our discretion and to invoice the customer without delay.
10. Retention of title:
10.1 We will retain ownership of goods delivered by us until all our claims in relation to the delivery (invoiced amount, interest, fees and costs) have been paid.
10.2 During the term of the retention of title, the object of sale may only be sold, pledged or otherwise assigned with our permission.
10.3 If our customer resells goods subject to retention of title, from that point the customer will assign the payment claim resulting from the resale to us to the extent of our outstanding claim, including any additional fees, and is obliged to disclose this assignment of claim in its books and to notify the third-party buyer thereof.
10.4 If the transaction is cancelled in the course of enforcing our retention of title, the procedure will be as follows:
the invoiced amount is to be increased by interest, costs and expenses for the retrieval of the goods subject to retention of title. The amount thus calculated is to be reduced by payment already made and the value of the retrieved goods, which is calculated based on the scrap value. If this process results in credit for our customer, this is to be paid to the customer or offset against other claims. If, however, this results in a payment obligation for our customer, our customer is obliged to settle the balance, whereby we are entitled to charge late payment interest.
11.1 We undertake a warranty obligation for our deliveries for a period of six months from delivery as per Section 8.1.
11.2 Our customers are obliged to promptly check all delivered goods for possible defects and to notify us of any defects identified, otherwise the warranty claim of the customer will become void.
11.3 In the event of a warranty obligation towards our customer, we are entitled to make subsequent repairs or replacement deliveries.
11.4 Unless otherwise agreed, with mass-produced parts, the industry-standard error rate of 3% is permissible with regard to the complete number of items.
12.1 Damages resulting from or in connection with the delivery contract may only be enforced either by the customer against us or by us against our customer in the event of gross negligence or willful misconduct of the party against which the claim for compensation for damages is directed. This applies in particular to cases of delivery delays and faulty delivery.
12.2 All claims for damages only include the costs of rectifying the damage, but do not extend to consequential damage or loss of profit. Such claims will expire – unless an earlier statute of limitations applies – three years after performance of the delivery at the latest.
13. Intellectual property rights:
13.1 The technology developed by us for the manufacture and design of our products in preparation for or performance of the delivery order enjoys particular protection even if statutory intellectual property rights (patent rights and design rights) do not apply. Our customers may not use technology made accessible to the customer through the transfer of constructions, delivery, communication of the manufacturing process and similar for their own manufacturing, including, if applicable, after technical development, or make such technology accessible to third parties. If our customer fails to comply with this contractual obligation, we are entitled to enforce the rights granted by the Patent Act of 1970 by operation of civil law to patent owners in the case of patent infringements, against the customer.
13.2 Our customer will be liable for ensuring that the rights of third parties e.g. patent rights, design rights and similar are not infringed by the manufacture of the ordered product according to the customer’s specifications. The customer will indemnify and hold us harmless for all claims made in this regard.
Equipment used by us to manufacture the ordered products remains our property even if the customer pays the equipment costs.
15. Place of performance and court of jurisdiction:
15.1 The place of performance for deliveries is the place of dispatch. The place of performance for payment, including claims from bills of exchange, will be our registered office in Berndorf.
15.2 Legal disputes will be subject to the exclusive competence of the court with jurisdiction for Berndorf.
15.3 These General Sale and Delivery Conditions are governed by the laws of Austria.