1. GENERAL

1.1 These terms and conditions are the basis and an essential part of every offer and every legal transaction concerning the sale and delivery of our goods.

1.2 Any deviating terms and conditions of the purchaser are hereby expressly rejected; they shall only be binding if confirmed in writing.

1.3 Our offers are subject to change. We shall only be bound by our written order confirmation.

1.4 Deviations from our terms and conditions shall only be legally binding if confirmed by us in writing.

1.5 Any agreement must be in writing to be effective.

1.6 We shall be free to amend these Terms and Conditions at any time. In this case we will inform our business partners accordingly.

1.7 All orders received by our employees shall only be accepted upon our written confirmation.

1.8 Should one or more parts of these terms and conditions be invalid, for whatever reason, the remaining terms and conditions shall continue to apply.

2. PRICES

2.1 Our prices are subject to change. We can revoke and change our prices at any time.

2.2 The prices are net prices plus value added tax in the respective legal amount.

2.3 Goods shall be invoiced at the prices and payment terms valid on the date of shipment.

2.4 If insolvency proceedings are instituted against the Purchaser, the discount granted shall no longer apply.

2.5 Discounts are granted only on condition of full and timely payment.

3. DELIVERY DATES

3.1 Partial deliveries of the ordered quantity are allowed.

4. DELIVERY PERIODS

4.1 The delivery periods shall commence at the earliest at the time of the written order confirmation, in any case only after all technical details have been clarified in writing.

4.2 We shall make every effort to comply with the agreed delivery periods, but these are in principle not binding.

4.3 In the event of unforeseen obstacles to delivery, such as strikes, lockouts, non-delivery by our subcontractors, interruption of traffic routes, interventions by the authorities or all cases of force majeure, we shall be entitled, at our discretion, to set a corresponding extension of the delivery period or to declare our withdrawal from the contract.

4.4 If the delivery period specified by us is exceeded by more than four months, the Purchaser shall be entitled to withdraw from the contract after setting a grace period of one month.

4.5 If a larger quantity of goods is ordered on call in partial deliveries, the call of the entire goods must be made within one year of the order confirmation at the latest, otherwise we shall be in default of acceptance and the entire outstanding balance will be delivered by us.

4.6 If, after order confirmation but before delivery, circumstances become known to us which make full compliance with the customer’s contractual obligations appear questionable, we shall be entitled to refuse our obligation to perform in advance and shall also be entitled to declare withdrawal from the contract.

4.7 Claims for damages by the customer due to delayed delivery or failure to deliver are excluded in all cases.

5. TRANSPORT

5.1 The transport of the goods shall be for the account and at the risk of the Purchaser.

5.2 The choice of the mode of transport is left to us, the purchaser is responsible for the protection of compensation claims against the carrier.

5.3 Special requests such as express transport must be expressly agreed and paid for by the purchaser.

5.4 Insurance of the transport shall only be effected upon express order of the Purchaser and for his account.

5.5 We shall be free to charge the Purchaser for part of the packaging costs.

5.6 Defects in the transported goods may only be notified within 8 days of receipt. Hidden defects shall only be recognized if they are notified within the agreed warranty period and no later than 8 days after their discovery.

5.7 Complaints regarding the quantity and quality of the goods delivered shall also only be considered if they are made within 8 days after receipt of the goods.

6. TRANSFER OF RISK

6.1 The transfer of risk in the ordered goods shall take place upon delivery to the transport agent, at the latest, however, when the goods leave our warehouse.
6.2 If the goods are ready for transport and the transport is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon dispatch of the notification of readiness for transport.

7. TERMS OF PAYMENT

7.1 Our claims shall be paid net without deduction within 7 days from the date of invoice.

7.2 We shall be entitled to declare all claims due immediately if the Buyer defaults on payments or if circumstances become known which make the fulfillment of his obligations appear questionable.

7.3 Payment shall generally be made by bank transfer.

7.4 We shall be free to refuse payment by check or bill of exchange.

7.5 We shall be free to demand advance payment and/or security from the Buyer.

7.6 In the event of default, we shall be entitled to charge interest on arrears in the amount of 2% above the respective bank rate of the Austrian National Bank and compound interest in the same amount. At the end of December 31st of each year the outstanding default and compound interest shall be capitalized.

7.7 All costs and charges, in particular for bills of exchange and check cashing, shall be borne by the Buyer, who shall also be is obligated to pay all collection and legal fees as well as court costs in the event of default, whereby payments shall be credited first to costs, then to interest and finally to the principal.

7.8 Offsetting against counterclaims shall only take place if these have been acknowledged by us by issuing a credit note. Any other set-off is excluded. The purchaser shall not be entitled to retain the purchase price in whole or in part on account of any defects.

7.9 Late payments by the purchaser shall always be deemed to be bring debts.

8. SECURITY OF PAYMENT

8.1 We reserve the right of ownership of all delivered goods until full payment not only of the goods but also of all other accrued interest and costs arising from the business relations with the Buyer. Despite retention of title, the Buyer shall be entitled to process and/or sell the goods, in which case the claims accruing to the Buyer therefrom, including ancillary rights, shall be deemed to have been assigned to us immediately upon their accrual, and until all our claims arising from this business relationship have been fully satisfied or are useful; this assignment shall be noted by the Buyer in its business records.

8.2 Upon our request, the Buyer shall be obliged to notify his purchasers of the assignment and to provide us with information and documents required for the assertion of the assigned claims and rights.

8.3 The purchaser is obliged to inform us immediately of any seizure or other access by third parties to our goods subject to retention of title.

8.4 In the event of combination, mixing or processing of the goods sold by us, the assignment of the claims arising from the resale shall only relate to the proportionate value of our goods in relation to the value of the goods of other suppliers subject to retention of title.

8.5 If the delivered goods become part of movable objects by combination, mixing or processing, we shall become co-owners of these objects in proportion of the value of our delivery to the value of the new object. The Buyer shall be obliged to keep this item in safe custody for us and shall store it separately, mark it and surrender it upon request. The disposal of this new item shall be restricted in the same way as the disposal of our goods subject to retention of title.

8.6 The Buyer shall be authorized to collect the claims arising from our reserved property only as long as he meets his payment obligations as agreed. However, we shall be entitled to revoke this authorization at any time, to notify the third party of the assignment and to collect the claims ourselves.

8.7 The Buyer shall be obliged to keep the collected amounts separately for us and to pay them to us immediately.

8.8 In the event that the Buyer’s financial situation deteriorates or becomes known, in particular in the event of an application for insolvency proceedings or out-of-court settlement, we shall be entitled to demand the immediate surrender of the goods delivered by us and to collect them – as in the event of default – while maintaining the contract until full payment has been made.

8.9 The retention of title shall not expire even if the price for certain deliveries designated by the Buyer has been paid as long as other claims arising from the business relationship have not been fulfilled by the Buyer.

9. LIABILITY

9.1 We offer warranties exclusively for manufacturing and/or material defects. The latest valid catalogs,
instructions for use and intended use of the goods must be observed and complied with.

9.2 Warranty requires that the existing defects have been reported in due time and is limited to 12 months after delivery of our goods or commissioning of the combined or processed goods, but not longer than 15 months after delivery.

9.3 Warranty further presupposes that the notified defects have been inspected and acknowledged by our suppliers. In justified cases, we shall assign the warranty claims granted to us in each case to our customers in full.

9.4 In the case of recognized defects, we shall be free to replace the goods with non-defective goods or to issue a credit note. Further claims, in particular for cancellation of the contract, reduction of the purchase price or damages for whatever reason, are excluded.

9.5 Normal wear and tear is not subject to warranty. Also, no warranty shall be given for defects which are due to improper handling. Nothing may be changed on the defective goods without our consent, in particular they may not be disassembled. Any violation of these conditions shall result in the loss of the warranty claim.

9.6 A remedy of defects or replacement shall not extend the warranty period.

9.7 A credit note for defects will only be issued when the Buyer has fulfilled all payment obligations.

9.8 Defective goods are to be sent to us free of charge for determination of the defects.

9.9 Claims for damages by the buyer due to late or non-delivery are excluded in all cases.

9.10. Any liability to pay compensation under the Product Liability Act or product liability claims derived from other provisions for property damage to items used by companies as well as consequential property damage shall be excluded.

10. PLACE OF PERFORMANCE AND JURISDICTION

10.1 Our registered office is agreed as the place of performance for delivery and payment.

10.2 The place of jurisdiction for all disputes arising from the contractual relationship shall be the court having subject-matter jurisdiction for Burgenland, Austria.

10.3 Austrian law shall apply to all disputes and claims arising from the contractual relationship – to the exclusion of any referral back