GTC
1. Validity of general terms and conditions (GTC)
Unless expressly agreed otherwise, our General Terms and Conditions of Business made known to the contractual partner shall apply.
Our contractual partner agrees that, in case of doubt, our terms and conditions shall apply in the event of the use of general terms and conditions by him, even if the terms and conditions of the contractual partner remain unchallenged.
In this respect, acts of contract fulfillment on our part shall not be deemed as consent to contractual terms and conditions deviating from our terms and conditions. If ambiguities nevertheless remain in the interpretation of the contract, these are to be cleared up in such a way that those contents are deemed to have been agreed which are usually agreed in comparable cases.
2. Offer
Our offers are subject to change. The contract shall not be deemed concluded until we have sent a written order confirmation.
3. Cost estimate
The cost estimate is prepared to the best of our knowledge, but no guarantee can be given for its accuracy. If costs increase by more than 15% after the order has been placed, we will inform the contractual partner immediately. In the case of unavoidable cost overruns of up to 15%, a separate notification is not required and we are entitled to invoice these costs without further ado.
Unless otherwise agreed, we shall be entitled to invoice changes to the order or additional orders at reasonable prices.
Cost estimates are subject to a charge. A fee paid for the cost estimate shall be credited if an order is placed on the basis of this cost estimate.
4. Protection of plans and documents / confidentiality
Plans, sketches, cost estimates and other documents such as brochures, catalogs, samples, presentations and the like shall remain our intellectual property. Any use, in particular the passing on, duplication, publication and making available, including the copying of extracts, requires our express consent.
All of the above-mentioned documents can be reclaimed by us at any time and must be returned to us immediately without being asked if the contract is not concluded.
Our contractual partner also undertakes to maintain confidentiality vis-à-vis third parties with regard to the knowledge gained from the business relationship.
5. Price (purchase price, compensation for work)
In the absence of any other agreement, we shall be entitled to invoice the work to be performed by us according to the actual amount incurred and the resulting expenses.
Our invoices (purchase price or compensation for work) are to be paid within 5 days of receipt of the invoice.
We are expressly entitled to issue partial invoices if the service is provided in parts.
Unless expressly stated otherwise, all prices quoted by us are exclusive of VAT. In the event of invoicing, the statutory value added tax shall be added to these prices.
5.1. Value retention clause
It is expressly agreed that the value of the claim including ancillary claims shall remain stable. The consumer price index published monthly by the Austrian Central Statistical Office or an index replacing it shall serve as a measure for calculating the stability of value.
The index figure calculated for the month in which the contract is concluded shall serve as the reference value for this contract.
6. Terms of payment (due date, partial payment, discount)
The purchase price/remuneration is to be paid within 8 days of receipt of the invoice. Unless otherwise expressly agreed in writing, 50% of the purchase price/remuneration is to be paid as a down payment upon conclusion of the contract and the remaining amount at the latest upon delivery/after performance of the service. Our customer agrees that invoices may also be issued and transmitted to him electronically.
Payment shall only be deemed to have been made on time if the amount has been received or credited to our account on the due date.
If the buyer/customer does not make even one partial payment within the payment period agreed for a discount deduction, he shall lose his right to a discount not only with regard to this partial payment, but also with regard to all partial payments already made or to be made at a later date.
If the customer has to make his payment obligation in installments, it is agreed that if only one installment is not paid on time, all outstanding installments shall become due immediately without any further grace period.
7. Interest on arrears
Even in the event of default of payment by the buyer/customer through no fault of his own, we shall be entitled to charge default interest at an annual rate of 10% above the base interest rate; this shall not affect claims for compensation for proven higher interest.
8. Reminder and collection costs
In the event of default of payment, the contractual partner shall be obliged, irrespective of fault, to pay a lump sum of EUR 40 as compensation for the collection costs incurred by us in accordance with § 458 UGB. In the event that a debt collection agency is called in, the contractual partner also undertakes to reimburse the costs incurred by us, insofar as these do not exceed the maximum rates due to debt collection agencies in accordance with the BMWA regulation.
9. Transportation – assumption of risk
In the absence of an express agreement to the contrary, the costs and risk of transportation for deliveries shall be borne by our contractual partner.
10. Retention of title
The goods shall remain our property until the purchase price and all costs and expenses have been paid in full. Resale is not permitted until the purchase price has been paid in full.
In the event of multiple claims on our part, payments by the debtor shall be allocated primarily to those of our claims that are not (or no longer) secured by retention of title or other means of security.
11. Place of performance
The place of performance for both our service and the consideration is the registered office of our company.
12. Non-performance/delay in delivery and performance
The buyer/customer shall in any case accept minor delays in delivery without being entitled to claim damages or to withdraw from the contract.
The delivery date is agreed to be fixed insofar as we can withdraw from the contract by mere declaration in the event of default on the part of the contractual partner without setting a further grace period. This declaration must be made within … days. We are entitled to claim all damages resulting from the delay.
The delivery date shall be fixed. No rescission is required in the event of default; the consequences of default occur automatically.
12.1. Default of acceptance
If the contractual partner is in default of acceptance, we are entitled either to store the goods with us (for which we charge a storage fee of EUR …. per day) and at the same time insist on fulfillment of the contract, or to withdraw from the contract after setting a reasonable grace period and to dispose of the goods elsewhere; in this case, a contractual penalty of …. % of the invoice amount shall be deemed agreed.
13. Unilateral changes in performance
Objectively justified and reasonable changes to our performance or delivery obligations, in particular reasonable delivery deadlines or short-term payment deadline overruns on our part, shall be deemed to have been approved in advance.
14. Warranty
Apart from those cases in which we are entitled by law to terminate the contract, we reserve the right to fulfill the warranty claim at our discretion by improvement, replacement or price reduction.
The recipient must always prove that the defect already existed at the time of delivery.
The goods must be inspected immediately after delivery. Any defects discovered must be reported to the seller without delay, but at the latest within 5 days of delivery, stating the nature and extent of the defect.
Hidden defects must be reported immediately after their discovery. If a complaint is not made or not made in good time, the goods shall be deemed to have been approved. The assertion of warranty claims or claims for damages as well as the right to contest errors due to defects are excluded in these cases.
The statutory warranty periods shall apply.
15. Compensation for damages
Claims for damages in cases of slight negligence are excluded; this does not apply to personal injury. Claims for compensation shall become time-barred 12 months after knowledge of the damage and the damaging party, and in any case 5 years after provision of the service or delivery.
16. Product liability
Any recourse claims made against us by contractual partners or third parties on the basis of “product liability” within the meaning of the Product Liability Act are excluded, unless the party entitled to recourse proves that the defect was caused within our sphere of responsibility and was at least the result of gross negligence.
17. Offsetting
Offsetting against our claims with counterclaims of any kind whatsoever is excluded.
18. Prohibition of refusal of performance and prohibition of retention
Justified complaints do not entitle the customer to withhold the entire invoice amount, but only a reasonable part of it.
19. Formal requirements
All agreements, subsequent amendments, supplements, collateral agreements, etc. must be in writing to be valid, including the original signature or secure electronic signature.
20. Choice of law
This contract shall be governed by Austrian substantive law; the applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.
21. Jurisdiction agreement
All disputes arising from this contract shall be decided by the competent court at the registered office of our company. However, we also have the right to take legal action at the general place of jurisdiction of the contractual partner.