General Terms and Conditions

1. general

(1) The following Terms and Conditions of Sale and Delivery shall apply exclusively to all our deliveries and services.

(2) By placing the first order or by placing the first order, the following Terms and Conditions of Sale and Delivery shall also become an integral part of all future transactions. Any deviating terms and conditions of the customer are hereby rejected. They shall only be valid if they are confirmed by us in writing.

2. offers, contracts

(1) Our offers are subject to change unless we expressly designate them as binding.

(2) An order placed with us verbally or in writing (order) shall only come into effect upon our written order confirmation. Verbal collateral agreements or subsequent amendments to the contract as well as agreements and promises of any kind, including statements made by our employees, shall only be legally binding if we have expressly confirmed them in writing. Our written order confirmation shall be decisive for the scope of delivery.

(3) The documents belonging to an offer submitted by us, such as illustrations, drawings, weights and dimensions, are only approximate unless they are expressly designated as binding. We reserve ownership rights and copyrights to cost estimates, drawings and other documents. They may not be made accessible to third parties.

(4) Public statements made by the manufacturer or by us about the goods shall have no influence on the agreed quality, unless the customer proves that the statements influenced his decision to purchase, that we knew or should have known of the statements and that the statements had not already been corrected to an equivalent extent at the time of the purchase decision.

3. prices and terms of payment

(1) Unless expressly confirmed otherwise by us, all prices are ex works plus VAT at the statutory rate applicable at the time of delivery.

(2) In the case of payments by bank transfer, check, etc., the value date shall be deemed the date of receipt of payment. Bills of exchange and checks shall only be accepted on account of payment.

Payments are to be made without any deductions, net cash:

(a) For domestic orders, generally within 14 days of the invoice date.

(b) For domestic orders with a remuneration of more than € 50,000.00 net and an agreed delivery time of more than three months in the following installments:

– 1/3 upon order confirmation,

– 1/3 upon notification of readiness for shipment,

– 1/3 14 days after the invoice date.

(c) For foreign orders by means of a confirmed, irrevocable letter of credit in our favor, with a term of two months plus the agreed delivery time, issued by one of our bank accounts. All bank charges incurred shall be borne by the customer.

(3) Offsetting against our payment claims is excluded unless the claim is undisputed or has been legally established. A right of retention in accordance with § 273 BGB or § 369 HGB can only be asserted in the event of a defective delivery or service and only to the extent that the amount retained exceeds the objective value of the service already rendered by us.

(4) If the customer is in arrears with significant amounts, all of our claims arising from other deliveries or services shall also become due immediately in deviation from the agreed payment dates. In addition, we shall be entitled to charge interest on the amounts due at a rate of 8% above the base interest rate.

(5) If, after conclusion of the contract, we become aware of a deterioration in the customer’s financial situation which jeopardizes the claims to which we are entitled, we shall only be obliged to perform outstanding deliveries or services against advance payment or provision of security. If the customer does not fulfill this obligation, we may set a reasonable grace period for the advance payment or provision of security and, after the fruitless expiry of this grace period, refuse to accept the customer’s services and demand compensation for non-performance or withdraw from the contract.

4. delivery periods, delays in delivery

(1) The agreement of delivery dates or deadlines, which may be binding or non-binding, must be made in writing. Delivery dates designated as “approx.” are non-binding.

(2) The delivery period shall commence on the date of the order confirmation, but not before timely receipt of all documents, approvals and releases to be procured by the customer. Compliance with the delivery period by us also presupposes compliance with the agreed terms of payment by the customer and the timely clarification and approval of the plans and other obligations assumed by the customer.

(3) The delivery deadline shall be deemed to have been met if the delivery item has left the factory or readiness for dispatch has been notified by the time it expires.

(4) The delivery period shall be extended appropriately in the event of unforeseen obstacles – regardless of whether they occur in our factory itself or at our subcontractors – such as cases of force majeure, mobilization, war, strike, lockout, riot, rejection of an important workpiece or other delays in the completion of essential delivery parts, delays in transport, operational disruptions, delayed delivery of essential raw materials and building materials. If performance of the delivery becomes impossible or significantly more difficult or more expensive due to the aforementioned circumstances, we shall be released from our obligation to deliver. After a reasonable grace period of at least 4 weeks has expired without result, the customer is entitled to withdraw from the contract with regard to the part not yet fulfilled. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this. We shall only invoke the aforementioned circumstances if we notify the customer immediately.

(5) We reserve the right to correct and timely self-delivery.

(6) If the delivery is delayed due to circumstances within the customer’s sphere of responsibility, the customer shall be charged the costs incurred by the storage of the delivery item, starting one month after the dispatch of the notification of readiness for dispatch.

5 Delivery, transfer of risk, shipping, shipping costs

(1) The risk shall pass to the customer as soon as the consignment has been handed over to the person carrying out the transportation or has left our works for the purpose of dispatch. If shipment is delayed at the request of the customer, the risk shall pass to the customer upon notification of readiness for shipment.

(2) The packaging required for acceptance by the customer shall be carried out with the utmost care. The packaging will not be taken back.

(3) Insofar as we arrange for shipment at the request of the customer, all shipments shall travel at the expense and risk of the customer. Goods not accepted shall be stored at the expense and risk of the customer. In such cases, the choice of shipping route and shipping method shall be left to us, unless expressly agreed otherwise in writing.
(4) If delivery is made carriage paid, the customer shall bear the additional costs arising from special shipping requests. Insurance against breakage, transportation, fire and war risks shall in any case only be arranged at the express instruction and expense of the customer.

6. reservation of title

(1) We reserve title to all goods delivered by us until payment of all our existing and future claims arising from the business relationship with the customer (including all balance claims from current accounts). In the case of payment by check or bill of exchange, the retention of title shall remain in force until they have been honored and finally credited.
(2) The customer is entitled to dispose of the reserved goods in the ordinary course of business as long as he fulfills his obligations arising from the business relationship with us on time and in full. Pledges and transfers by way of security are not permitted. The customer hereby assigns to us all claims, including all balance claims from current accounts, which accrue to him from the resale against his customers or third parties, in the amount of the invoice amount agreed with us (including VAT), irrespective of whether the reserved goods
have been resold without or after processing. The customer is authorized to collect the
claims from the resale of the reserved goods despite this assignment. Our right to collect remains unaffected by this. As long as the customer fulfills his obligations arising from the business relationship
, we will not collect the claims. If this direct debit authorization is revoked, the customer is obliged to notify us of the names and addresses of the purchasers of the reserved goods on request.
(3) The processing or transformation of the reserved goods by the customer shall always be carried out for us as the manufacturer. The expectant right of the customer to the reserved goods shall continue in the transformed item. If the reserved goods are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the objective value of our reserved goods to that of the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the goods subject to retention of title.
(4) The customer shall also assign to us any claims which accrue to him against a third party through the combination of the reserved goods with a property to secure our claims against him.
(5) The customer must notify us immediately of any access or other impairments (e.g. seizures) by third parties to the goods delivered by us or to a claim assigned to us from the resale of the reserved goods, notifying us of all circumstances that are important for safeguarding our rights. Any costs of an intervention to safeguard our supplier rights shall be borne by the customer.
(6) The customer is obliged to insure the goods subject to retention of title against the risk of fire and theft and to provide evidence that such insurance has been taken out. The customer hereby assigns to us all claims against the insurer to the extent that the reserved goods are affected.
(7) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the realizable value of our securities exceeds the claims to be secured by more than 20%. We shall be responsible for selecting the securities to be released.
(8) We are entitled to demand information from the customer at any time about the whereabouts of the reserved goods, to inspect the customer’s business premises at any time for the purpose of checking this information and to inspect the customer’s business books.
(9) In the event of breach of contract by the customer, in particular default in payment, we shall be entitled to take possession of the goods subject to retention of title even without prior withdrawal from the contract and to enter the customer’s premises for this purpose. Our taking back or seizure of the reserved goods shall not constitute a withdrawal from the contract.

7 Complaints, warranty, liability

(1) The customer must inspect the delivery item immediately, at the latest within eight days of receipt, notify us immediately of any complaints and give us the opportunity to check the justification of complaints. If the customer fails to notify us, this shall be deemed as unconditional approval. The warranty for hidden defects which could not be detected within the period of eight days despite careful inspection shall be excluded if the customer does not notify us in writing immediately after discovery.
(2) We shall not be responsible for quality complaints if they are attributable to the performance description or instructions of the customer, materials or components supplied or prescribed by the customer or the quality of the preliminary performance of another contractor.
3) Any measures taken by us for the purpose of minimizing damage shall not be deemed to be an acknowledgement of a defect. Negotiations about a complaint shall in no case be deemed as a waiver of the objection that the notice of defects was not made in time, was factually unfounded or otherwise insufficient.
4) If there is a defect in the object of sale for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or to make a replacement delivery. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs, insofar as these are not increased by the fact that the object of sale has been taken to a place other than the place of performance.
(5) If we are unwilling or unable to provide subsequent performance in the event of a defect in the purchased item for which we are responsible, if we refuse to do so or if it is delayed beyond a reasonable period of time for reasons for which we are responsible, or if subsequent performance fails in any other way, the customer shall be entitled, at his discretion, to withdraw from the contract or to demand a corresponding reduction in the purchase price (reduction).

8. liability

(1) The customer shall only be entitled to claims for damages due to breaches of contractual obligations if these are based on intent or gross negligence or on the breach of a material contractual obligation or if we knew or should have known of the impediment to performance at the time the contract was concluded. Insofar as liability is assumed for simple negligence, liability for damages shall be limited to the amount of the foreseeable damage typical for the contract
.
(2) In the event of delay, the foreseeable damage typical of the contract shall be deemed to be a maximum of 1% of the delivery value for each completed week of delay, but no more than 5% of the delivery value in total.
(3) Liability for damages resulting from injury to life, limb or health, for liability arising from guarantees and claims in accordance with §§ 1, 4 of the Product Liability Act remain unaffected by the above paragraphs (1) and (2).
(4) In the case of claims arising from manufacturer’s liability in accordance with § 823 BGB, our liability shall be limited to the amount of the foreseeable damage typical for the product, but at most to the compensation payment of our liability insurance or, if this does not occur or does not occur in full, to the amount of the agreed sum insured.
(5) Any further liability for damages other than that provided for in paragraphs (1) to (4) above shall be excluded, irrespective of the legal nature of the claim asserted.
(6) Insofar as our liability is excluded or limited, this shall also apply to the personal liability of our employees, workers, staff, representatives and vicarious agents.

9. statute of limitations

(1) The customer’s claims for defects shall become time-barred one year after delivery of the goods. Sections 478, 479 BGB remain unaffected by this provision.
(2) Claims of the customer for damages on other legal grounds shall become time-barred after one year. Section 199 (1) and (3) BGB shall apply to the commencement of the limitation period.
(3) Liability for intent, damages resulting from injury to life, body and health and assumed guarantees as well as liability under the Product Liability Act shall remain unaffected.
10. Place of performance and jurisdiction, miscellaneous
(1) The place of performance for deliveries and payments and all other mutual obligations as well as the place of jurisdiction for all disputes shall be St. Pölten. However, we are also entitled to sue the customer at the place of jurisdiction of his registered office.
(2) The law of the Republic of Austria shall apply with the exception of the UN Convention on Contracts for the International Sale of Goods.
(Status: 1/16/2008)