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General conditions of sale and delivery

I. Binding nature of the general conditions of sale and delivery

  1. Delivery can only be effected as a result of the following conditions, that are binding on the provider and the purchaser. Deviations from this agreement are only valid in law if they have been explicitly confirmed by us in writing.

II. Conditions of purchase

Conditions of purchase are not valid to the extent that they contradict our general conditions of purchase and delivery unless they have in each individual business transaction been explicitly acknowledged in writing by us. The failure on our part to contradict these due to our remaining silent does not in any event imply our acknowledgment.

III. Prices and conditions of payment

  1. Our offers are subject to change. A final business transaction arises only when written confirmation of an order is provided. Oral statements that are not repeated in our order confirmation have no validity.
  2. Prices are based on costs at the time of price quotation in the order confirmation. If changes prior to the time of delivery arise, for example with regard to duty, taxes, cost of materials and wages, we reserve the appropriate right to modify the price at the expense of the purchaser.
  3. Where agreements are concluded and prices are left open, these will be determined by the valid selling price on the day of delivery.
  4. Unless alternate terms and/or means of payment have been otherwise agreed to in a written confirmation of order, the invoiced amount is payable within 30 days of the date of invoice, net, in cash and without deductions for expenses, in such a manner that we have access to the invoiced amount at the latest by the last day of the payment term.
  5. Withholding of payment on the grounds of claims under guarantee or other claims by the purchaser, not acknowledged by us, is not permitted.
  6. Bills of exchange or cheques will be considered for purposes of payment only, and not instead of payment. Discount interest, deductions for expenses and revenue stamps are payable by the purchaser. Should a bill be discounted by even one bank, or a cheque be marked as not payable, we can demand the immediate payment in cash of the outstanding obligations of the purchaser. If the purchaser does not fulfil his obligations on schedule, we may withdraw from the agreement of sale without any rights being derived therefrom by the purchaser.
  7. Graz is to be considered the location of our company, as the place of performance for fulfilment of the sale agreement, as well as for any possible exchange obligations.

IV. Measurements, weights and property rights

Measurement and weight values as indicated in catalogues, offers, advertising copy, brochures, etc. are not binding, and we reserve the right to make changes without notice. The contents of samples, catalogues, brochures and the like remain our intellectual property and enjoy full protection under the relevant legal provisions.

V. Fulfilment, transfer of risk

  1. An order is fulfilled, and the risk of damage and/or loss of purchased items transferred to the purchaser: a) in the case of delivery according to agreed consignment: when the purchased goods arrive at the agreed destination;
    b) in the case of delivery by a forwarding agent or collection by the purchaser: when the notice of items available for collection is sent.
  2. Should the acceptance of the purchased goods be delayed or remain unfulfilled (section V. 1.a), or the collection of same (section V. 1.b) for reasons lying within the legal ambit of the purchaser, the point in time to be considered as the time when the order was fulfilled and when risk was transferred will be when the goods were handed over (section V. 1.a) or ready for collection (section V.1.b). Also in this case, the purchaser is obliged to pay any possible delivery costs or costs arising from delivery. Furthermore we are able to store the goods at the cost and risk of the purchaser, and to insure the goods according to the normal storage conditions at the cost of the purchaser.

Vl. Delivery time

  1. Delivery times specified by us are approximate and not binding! Part deliveries are permitted.
  2. Delivery is dependent on the completion of payment previously agreed to by the purchaser prior to delivery.
  3. Force majeure or other conditions not foreseeable or under our control and/or that of our subcontracted deliverers for delaying production or delivery, for example disruptions in production, traffic delays as well as difficulties in the provision of electricity, raw materials, fuels, auxiliary materials, etc. will delay the delivery times in addition to the provisions of paragraph 1, or release us completely or partially from our delivery obligations without the purchaser being able to derive any claim whatsoever therefrom.
  4. In the event that a delay caused by us as envisaged by paragraph 1, the purchaser shall be entitled to fulfilment only, or in the case of goods ready for sale, to withdraw from the contract after establishment of an appropriate lead time for the fulfilment of the contract. Withdrawal is only in effect in the case where we are liable for the failure to meet an extension. Other claims, irrespective of the conditions under which they arise, as well as withdrawal of the purchaser in the case of goods not ready for sale, are prohibited.

VII. Guarantee and notice of defects

  1. All claims under guarantee expire unless the purchaser notifies us in writing by registered post immediately (ie at the latest within 8 days) in the case of the patent defects (§ 377 [1] HGB), or within 3 months in the case of latent defects (§ 377 [ 3] HGB), in each case as calculated from time of receipt of the goods.
  2. A defect exists only in the case where an item is delivered that does not, according to its intended normal or contractual conditions of use, or for its use in the market, possess the required characteristics, including guaranteed characteristics. A defect that is insignificant in the interests of the purchaser or that is acceptable under conditions of use in the market, does not fall under consideration.
  3. In the case where an acknowledged defect is evident we have as an option the right to deliver a replacement or to withdraw from the agreement. In both cases we retain ownership of the rejected goods. In the case of our withdrawing from the agreement, we have the right to return any payments already made by the purchaser without interest.
  4. Claims by the purchaser, for example for a reduction in the purchase price, for damages for nonperformance, for processing costs already incurred, for lost profits or losses incurred, for any other costs arising, for consequential damages, of whatever nature are prohibited.

VIII. Retention of ownership

  1. Notwithstanding the transfer of risk provisions of section V we retain ownership of delivered goods until complete payment of the whole debt by the purchaser, including redemption of bills and settlement of balances possibly outstanding by the purchaser in terms of the existing business relationship. In the case of multiple deliveries without payment, ownership is retained until the final delivery is also paid in full.
  2. The purchaser is only entitled and empowered to the further disposal of goods subject to right of ownership before or after their use and manipulation, subject to the stipulation that proceeds from their further disposal shall be deemed to be ceded to us until the time that all payments due to us have been made according to the contract of delivery. The purchaser is entitled to collect proceeds from further disposal until cancelled by us at any time. However the purchaser is not entitled to dispose of proceeds obtained in this manner by ceding them. At our request the purchaser is obliged to cede to us and to inform his beneficiary accordingly.
  3. The purchaser may not bond the delivered items or transfer ownership as security.
  4. Should the goods be bonded or utilised by a third party the purchaser is obliged to assert our right of ownership and to inform us immediately thereof.
  5. Furthermore, the purchaser is obliged to insure at his own cost, all goods subject to our right of ownership against basic damage. Insurance claims by the purchaser, insofar as they pertain to items subject to our right of ownership will be considered as ceded to us.
  6. Where the purchaser defaults on payment, he - insofar as the goods are still in his possession (paragraph 2) - is obliged to return the goods to us on our request, free of deductions for expenses and by prepaid freight. In the case where we retrieve possession of goods subject to right of ownership, withdrawal from the contract is only permitted when expressly stated by us. In the case of affirmation, the compensation regulations as stipulated under section IX for the withdrawal from contract are then applicable.

IX. Default by the purchaser

Should the purchaser default on payment we are entitled to levy interest on arrears in the amount of 2% above the rate of interest that we are required to pay for our own credit, subject to a minimum rate of 10%. In this case, and also if after the concluding of this contract we become aware of unfavourable circumstances surrounding the ability to pay or financial status of the purchaser, we are entitled to request immediate payment in advance of the total purchase price or the balance of the purchase price, even before issuing of an invoice or expiry of the terms of payment, or to request appropriate measures for the security of an outstanding amount due to us, or to withdraw from the contract and to request payment of, or reserve in any event, 20% of the agreed purchase price for resulting disadvantage to us; or in the event where the disadvantage to us as a result of default on payment by the purchaser exceeds 20%, then the actual amount by which we have been disadvantaged. In the event of default on payment, any allowances in price made to the purchaser are forfeited.

X. Joint termination of the contract

The relevant contract is irrevocable on the part of the purchaser. If the contract is terminated by joint agreement the purchaser is obliged to pay to us 20% of the agreed purchase price.

XI. Grounds for release

If the circumstances under which a contract was concluded change so considerably that it can justifiably be assumed that under these changed circumstances this conclusion would not be successful, or could lead to other conditions, then we reserve the right to refuse to fulfil the conditions of the contract or to require a chargeable modification to the provisions of the contract under these changed circumstances.

In the event of a balance being outstanding to us - including all ancillary amounts of any nature whatsoever - from already delivered items (or part-deliveries) we are entitled, in addition to the provisions of section VIII, paragraph 1., ff., to withhold still outstanding part-deliveries or new deliveries by creating an extension at the cost of the purchaser until the outstanding balance - without the purchaser having the right to bring counterclaims not acknowledged by us - has been rectified by the purchaser and to withdraw from the contract after the elapse of the statutory extension period without payment; in this case the proposed compensation regulations stipulated under paragraph IX for the withdrawal from the contract are to be in effect.

XII. Provisions in writing

All relevant statements concerning the sections of this contract, for the duration of this contract, are required to be in a written form to be legally binding.

XIII. Expiry of the effectiveness of individual provisions

If individual provisions become ineffective, the remaining provisions remain unchanged in their effectiveness.

XIV. Applicable law, place of jurisdiction

  1. All of the provisions of agreements of sale transacted by us are based on Austrian law.
  2. The place of jurisdiction for disputes arising from all contractual or delivery issues is without exception the relevant commercial court in Graz.