General Terms and Conditions (GTC)
1. General Conditions
1.1 The General Terms and Conditions apply to all our deliveries, services, and offers. Contradictions or divergence from these terms and conditions shall not apply, unless prior agreed to by us in writing. The General terms and conditions will apply also in cases where special agreements are approved. The conditions will apply immediately upon acceptance of our deliveries and services.
1.2 These terms and conditions remain valid for all existing and future deliveries and services to customers, until we release a revised general terms and conditions.
2. Offer and Order
2.1 Our offers are non-binding, unless expressly specified by us as binding.
2.2 The contract is effected only upon receipt of an order confirmation. Invoices and/or deliveries will also effect such contracts.
2.3 Verbal agreements as well as changes before, during and after contract will only be considered with our written confirmation. As such only written agreements may be taken into account.
2.4 Drawings, sketches, masses, weights, and other performance parameters, outside of the offer and or confirmation, are only binding in case of written confirmation.
2.5 We retain the right of ownership of all samples, drawings, calculations and further similar information, and may not be distributed to third parties without our written consent.
3. Prices and payment conditions
3.1 Valid prices are those stated on our order confirmations. They are EXW as per INCOTERMS 2010 and exclude packaging, freight, customs and insurance, as well as extra services. All applicable taxes will be added to the mentioned prices.
3.2 Transportation insurance will only be applied on customer demand and will be billed to the customer.
3.3 Unless otherwise agreed to in writing, our invoices have 30 days payment terms from invoice issue date, without deductions. IN case of payments within 10 days of invoice date we grant a 2% deduction. In case of late payment we are entitled to charge interest of 8% over the current national rate, plus any additional fees related to payment delays. We are not required to send any warnings or remainders about overdue payments. In case of overdue payments we are entitled to change all open invoices to immediate payment terms, as well as reallocation of all products from said invoices to our warehouse.
3.3 In case of unforeseen cost, for example increase of wages, taxes, or material costs, arising between contract closure and performance of contract, we retain the right to adjust the prices accordingly without increasing our margin.
3.5 We retain the right of acceptance of drafts or checks, but only in case we are stated as beneficiary. All extra costs related to such will be billed to the customer.
3.6 Customer’s rights to withhold payment or offset payment due to counterclaims are only approved in case the claims are undisputed of legally supported. We retain the right to demand advanced payments of all open orders in case a default of payment from the customer, or after closure of contract the customer is deemed unwilling to pay.
4. Delivery
4.1 Delivery time is based on the agreement of the stakeholders. Our performance of agreed delivery time requires that all purchasing and technical questions between the parties are clarified and that the customer fulfills all his obligations accordingly, for example legal documentation, approvals for services or payments, etc. The delivery time will be increased in case of unfulfillment of such obligations. This does not apply if we are responsible for the delay.
4.2 We are not responsible for delays due to unforeseen circumstances, especially force majeure, which impede fulfillment of agreed delivery time. In such cases the delivery time will be extended accordingly.
4.3 After one month of delay in delivery time, the customer can send us a declaration that they have the right to withdraw from the contract if the goods and services related to the contract are not delivered within the following 4 weeks.
4.4 Both claims for damages by the customer due to delayed Supplies as well as claims for damages in lieu of performance in all cases, even after expiration of a grace period set by the customer, - if legally permissible - excluded. This does not apply if liability is mandatory in cases of intent, gross negligence and for injury to life, limb or health. Any liability is limited to foreseeable, typically occurring damage. The customer can only withdraw from the contract in accordance with statutory provisions if the delay in delivery is the responsibility of the supplier.
4.5 If the customer is in default of acceptance, we are entitled to demand compensation for the resulting damages and any additional expenses. The same applies if the customer violates obligations to cooperate. Upon occurrence of acceptance or debtor default, the risk of accidental deterioration and accidental loss passes to the customer.
5. Risk transfer / Transportation
5.1 All risks are transferred to the customer as soon as the goods are picked up from the factory, even in the special case where delivery is included and installation is agreed.
5.2 The goods must be inspected for damage as soon as received by customer. All recognizable defects on the goods or the packaging must be shown immediately to the delivery company (ex. Driver) and confirmed by them in writing on the delivery note. All hidden damages must be reported to us in writing within 3 days. Otherwise delivered goods will be deemed as accepted.
5.3 The customer is obliged to accept delivery of goods in case of minor damage.
6. Ownership claim
6.1 We withhold ownership on all our delivered products and services, until the completion of all commitments of the respective contract. These commitments include all payments, as well as draft and check clearance, of said contracts. In case of claims regarding exchange of payment, the titles of goods are not transferred until our liability is excluded from the exchange.
6.2 In case the customer does not fulfill the commitments, for example payment delay, we retain the right to take back the goods after sufficient notice. In case we take back the goods, the contract is still valid, unless we agree to cancel the contract. In case of goods seizure, the contract is still valid, unless we agree to cancel the contract. IN both cases we retain the right to utilize the goods we take back. After deducting an appropriate amount for the recovery and redemption fees the proceeds to us by the customer amounts owed should be recognized and be counted.
6.3 The customer may not sell, pledge nor assign our delivered goods as security. In case of seizure or other third party, the customer is obliged to draw attention to our ownership and notify us immediately.
6.4 The customer is entitled to use the delivered goods for his normal business practices, as long as there are no important claims on the delivered goods. Important claims can be delay of payment, payment stops, high debt, bankruptcy proceedings, and any other substantial change in the financial stability of the customer which may lead to risk our interests. In case of sale of our goods to 3rd parties, the customer must assign the revenues and claims in their favor towards payment of our issued invoice, and we hereby accept the assignment.
The customer is entitled, in case of recall of the products due to important reasons, to collect on all open claims. The customer is obliged to support in the documentation and process of collection of all claims to their debtors.
6.5 In case of modification of delivered goods, we shall retain joint ownership of the goods proportionally with the customer, with our share consisting of the value stated on our invoice, including VAT, and the customers share the remaining value of the goods and services used in the modifications. The customer is committed to assign said proportional value to us, and we hereby accept such assignment.
6.6 In case our customer initiated a bankruptcy proceeding, we are entitled to immediately cancel the open contracts and request immediate return of any delivered goods.
6.7 The customer is obliged to maintain our delivered goods in good and clean condition, and furthermore insure their new costs against fire, water, and theft damage. Maintenance or inspection costs related to such damages are to be covered by the customer.
7. Damages
7.1 Customer claims of defective goods shall only be valid following proper examination and documentation of said claims. If the claim is valid we are entitled to repair the damage or replace the goods with equivalent new goods. In case we are unable to repair the damage, replace the goods, or failed to provide an adequate solution, then the customer is entitled to withdraw from the contract or request a price adjustment. The second unsuccessful attempt to repair the damage or exchange the goods will be deemed as failure from us to satisfactorily fix the problem, unless the customer agrees, due to the circumstances, on further attempts.
7.2 All claims must be submitted immediately in writing by the customer.
7.3 We are not liable for claims under the following circumstances: Improper use of the product, incorrect installation and/or commissioning by the customer or third parties, wear and tear, improper handling, improper maintenance, improper drive components, improper application conditions, especially chemical, electromechanical or electric/ electromagnetic influence, as well as weathering or natural influences and high environmental temperatures which are not warranted by us.
7.4 Defect claims for spare parts and/or products expire after 12 months of product delivery.
This does not apply if the law prescribes longer periods, as well as in cases of injury to life, limb or health, as well as in an intentional or grossly negligent breach of duty by us or fraudulent concealment of a defect.
7.5 In case of our reworking materials delivered by our customer, for example milling and so forth, we are not responsible for defects caused due to the material properties. In case the materials are deemed unusable after reworking, the customer is obliged to compensate us for the rework costs. In case of material failure where we accept responsibility, we are obliged to provide rework for adequate replacement material.
8. Legal claims
All customer legal claims are excluded, as long as legally permissible. Furthermore all claims are excluded in the case where the infringement is caused by the customer, or due to special specifications of the customer for unforeseen application, or changes in application or use in conjunction with products not delivered by us.
9. Refunds
9.1 Damages and compensation claims by the customer - for whatever legal reason - are excluded if there is no intent or gross negligence from our part. In this case the liability for damages is limited to foreseeable, typically occurring damage. For slight negligence we are only liable when it comes to the breach of contractual obligations, which arise from the nature of the contract or threaten its violation. Even then the compensation is limited to the typical foreseeable damage.
9.2 Limitation of liability shall not apply if liability is mandatory, e.g. By the Product Liability Act, in cases of willful misconduct, gross negligence, injury of life, body or health.
9.3 In case of damage claims due to material defects, the limitation of liability also will not apply if we maliciously concealed a defect or have given a guarantee for the quality of the item.
9.4 Customer damage claims will lapse out of the applicable statute of limitations for claims for defects in 12 months unless there are other statutory provisions.
10. Legal Juristiction
10.1 Place of performance and payment is for both parties the seat of our company.
10.2 Applicable court is the court with jurisdiction over the seat of our company. However we retain the right to sue in the court with jurisdiction over the seat of the customer.
10.3 The contract follows Austrian laws. International laws do not apply.
11. Validity of Contract
The contract remains binding even after individual provisions are deemed legally ineffective. This does not apply if adherence to the contract would represent an unreasonable hardship for a party.