I. Validity

1. Unless otherwise expressly agreed, our General Terms of Sale, Delivery and Payment form an integral part of each purchase contract concluded by us. Our General Terms of Sale, Delivery and Payment exclude any divergent terms of the other party to the contract. Any such terms shall not be accepted by us and shall not be binding upon us even if not expressly contested.

2. All provisions agreed upon for the purpose of performing a purchase contract between our company and the other party to the contract must be set forth in writing in the contract itself; this also applies in particular to any subsidiary verbal agreements made before conclusion of the contract.

3. Our sales staff is not authorized to enter into subsidiary verbal agreements or to give verbal assurances beyond the scope of the written contract.
 

II. Offers and Conclusion of Contract

1. Our offers are without obligation and are not binding; declarations of acceptance and all orders shall become legally valid only when confirmed by us in a letter or fax.

2. We reserve title and copyright to all illustrations, drawings, brochures, catalogues, moulds, samples, models or other comparable documents or materials enclosed with our offers. While every effort is made to ensure the accuracy of illustrations, drawings, brochures, catalogues, moulds, samples, models, weights and measurements which we enclose with our offers, these always refer to approximate values only.

3. Deviations from the performance as set forth in the contract shall be permissible if the other party to the contract can seasonably be expected to accept them, taking his interest into due account. This shall apply in particular to deviations in terms of quality surface finish, color, weight, measurements and quantity in respect of customary commercial or technically unavoidable deviations.
 

III. Prices and Payment

1. Unless otherwise expressly agreed, we shall charge the prices valid on the date of signing the contract plus the applicable statutory value added tax. Our prices apply as per contract according to Incoterms 2020 Our customary non-reusable packaging is free of charge. The other party to the contract is responsible for disposal of the packaging.

2. We reserve the right to increase our prices accordingly should we sustain increased costs, in particular in the form of general wage agreements or increased material costs, after signing the contract. We shall submit proof of these increased costs to the other party on request. If the other party to the contract is neither a registered merchant in the commercial register nor a public corporation, nor a special fund under public law, the above provision shall apply only if more than 4 months have elapsed between signing the contract and delivery. If the price increase amounts to more than 5 % in any individual case, the other party shall be entitled to withdraw from the contract.

3. Payments must be effected by bank transfer prior to shipment or by letter of credit. In the case of transfers, payment shall be considered effected only when the sum is credited to our accounts. We are not obliged to accept bills of exchange. If we accept bills of exchange, such acceptance shall be in lieu of payment; payment shall be considered effected only when the bill of exchange has been honored. Any bank, discounting or collection expenses shall be borne by the other party to the contract and are payable immediately. Bills of exchange shall in all cases be accepted without any guarantee of correct presentation and protest. Payment by bill of exchange shall require a prior express agreement in all cases.

4. All payments must be effected without deduction at the date of invoice. Discounts shall generally be calculated on the basis of the value of the goods - invoice sum including value added tax after deduction of any rebates or other special deductions, without taking into account any freight or packaging costs. Should payment not be made by the due date, we shall charge interest as from that date at a rate of 5 % above the discount rate of the Federal Bank of Austria valid at the time, provided that the other party to the contract is a registered merchant in the commercial register, a public corporation or a special fund under public law. In case of default, we shall be entitled to charge interest on arrears at the rate of 5 % above the discount rate of the Federal Bank of Austria valid at the time or to claim the actual damage sustained by us as a result of the default, which may also take the form of a higher rate of interest on arrears. The other party to the contact shall be at liberty to provide any counter-evidence of any lesser amount of damage sustained by us. Should we consider our claim for the purchase price to be in jeopardy in view of the prevailing circumstances, the other party to the contract shall be obliged on demand to pay the purchase price form the current but not yet effected order before the goods are delivered. The other party to the contract shall be at liberty to proved any counter-evidence that our claim for the purchase price is not in jeopardy.

5. The other party to the contract shall be entitled to offset claims only if his counterclaims have been finally established by a court of law, are undisputed or accepted by us. Disputed counterclaims shall not entitle the other party to exercise a lien, unless the other party is neither a registered merchant in the commercial register nor a public corporation, nor a special fund under public law. In case the above cases, the other party shall be entitled to exercise a lien inasmuch as his counterclaim is derived from the same contractual relationship.
 

IV. Delivery, Shipping, Passing of Risk

1. Any delivery dates or periods which can be the subject of a binding or non-binding agreement, must always be stipulated in writing.

2. We shall accept no responsibility for any delays in delivery and/or performance occurring as a result of force majeure or as a result of events which seriously impede delivery or render it impossible for us (e.g. strike, lockout, government rulings, etc., also such events affecting our suppliers or subcontractors), even in the case of dates and deadlines which have been agreed as binding. Such events shall entitle us to postpone delivery for the duration of the obstruction plus a reasonable start-up period or to withdraw fully or partly from the contract owing to the unfulfilled part of the contract. Should such an obstruction continue for more than two months, the other party shall be entitled, after granting a reasonable extension, to withdraw fully or partly from the contract with regard to the unfulfilled part of the contract. The above reasons shall not entitle the other party to claim compensation in case of extension of the delivery period or the lapse of our obligation to deliver. We shall be entitled to plead the aforesaid obstructive circumstances only if we have notified the other party immediately in each case.

3. If we are responsible for failure to comply with delivery dates or periods which have been agreed as binding or if we are in default, the other party shall be entitled to charge us compensation for default amounting to 0,5 % for each full week of default, but to a total amount of not more than 5 %, calculated in each case on the value of the goods of the deliveries affected by default. No further claims by the other party to the contract shall be accepted unless the default has been caused by intent or gross negligence on our part or by intent or gross negligence on the part of our legal representatives, agents, senior executives, vicarious agents etc. or in cases of commercial transactions for a fixed date or if the other party can prove that he is no longer interested in performance of the contract owing to the default for which we are responsible.

4. Risk shall pass to the other party to the contract as soon as the consignment has left our warehouse or as soon as the consignment has been handed over to the party responsible for transport; the latter provision shall apply irrespective of who bears the freight costs. If the goods are ready for dispatch and delivery is delayed for reasons beyond our control, risk shall pass to the other party on notification that the goods are ready for dispatch. The above position governing the bearing of risk shall also apply to deliveries within the same place. They shall further apply if the goods are delivered by our vehicles or our staff.

5. If the other party is in default of acceptance, we shall be entitled to demand compensation for the damage sustained. In all cases, the risk of accidental deterioration or accidental loss of the goods shall pass to the other party as soon as he is in default of acceptance. If we claim compensation, the damage to be indemnified shall amount to 20 % of the value of the goods. The damage shall be valued as higher if we can prove higher damage, and lower if the other party can prove lesser damage.
 

V. Warranty

1. Notification of defects must be made in writing specifying the individual defect or defects to which the complaint refers and must expressly stipulate a claim under the warranty.

2. In the case of obvious defects, notification of defects shall be accepted only if we receive written notification within a maximum of 14 days of delivery of the goods, in the case of concealed defects, only if we receive written notification within a maximum of 14 days of discovery of the defect.

3. In the case of an existing defect, our warranty shall take the form of rectification of the defect or the delivery of replacement goods which are free from defects. Should we be unwilling or unable to rectify the defect or supply a replacement delivery, should there be unreasonable delay in that connection for which we are responsible, or should our efforts in that respect otherwise fail, the other party to the contract shall be entitled to demand rescission of the contract or to reduce the purchase price.

4. Unless there follows a provision to the contrary, we shall accept no further claims whatsoever by the other party to the contract, irrespective of their legal grounds. In particular we shall thus accept no liability for damage sustained which does not refer to the delivery item itself, nor for any loss of profit or other pecuniary damage. The above exclusion of liability does not apply in the case of intent or gross negligence on our part or on the part of our legal representatives, agents, senior executives, vicarious agents etc. Or if the other party claims damages owing to lack of a warranted characteristics, if a characteristic had been warranted which covers the risk if consequential damage in accordance with Austrian Civil Code and the damage sustained was due to that defect.
 

VI. Retention of Title

1. We reserve ownership of the purchases article until full payment of all our claims against the other party to the contract. If in individual cases payment by bill of exchange has been expressly agreed, the retention of title shall continue to hold good until we have been released from liability under the bill of exchange. The goods may neither be assigned as security in favor of third parties nor attached without our express consent; the other party to the contract is obliged to notify us immediately should the goods be seized by a third party.

2. Should the other party act in breach of contract, in particular should he be in default of payment, we shall be entitled to take back the goods supplied by us for safe deposit or to demand that they be handed over to the sequestrator. This does not constitute rescission from the contract. In that case we shall further be entitled to demand surrender of the goods for further use; further use of the goods shall constitute rescission from the contract and shall be effected to the best of our ability. The revenue obtained from such further use shall be offset against the other party’s liabilities after deduction of reasonable utilization expenses.

3. Irrespective of our retention of title, the other party to the contract shall be entitled to sell or process the goods within the ordinary course of business. The party’s right to sell the reserved goods in the ordinary course of business shall however lapse if the party acts in breach of the contract, in particular should he be in default of payment. The other party’s claims from any resale of the reserved goods are already assigned to us as from now up to the value of the reserved goods as security for our entire claims form the business relationship. The party’s right to sell the reserved goods in the ordinary course of business shall depend upon the assignments of any claims in that respect to us. Such claims may neither be pledged in favor of third parties nor assigned to third parties in any way without our consent. The other party to the contract is obliged to notify us immediately of any attachment such claims by third parties. We shall not collect the assigned claims for as long as the other party continues to satisfy his payment obligations. The other party is however obliged to advise us of the third-party debtor on request and to inform the latter of the assignment.

4. The other party to the contract shall also assign to us as security those claims to which he is entitled against a third party owing to the connection of the purchased item with real estate. Any processing or transformation of the reserved goods by the other party shall always be effected on our behalf. If such goods are processed together with other objects which do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of our goods to the value of the other processed item at the time of processing. The item created by processing shall otherwise be governed by the same provision as the purchased item supplied by us and of which we retain ownership. If the reserved goods are connected or inextricably mixed with other objects which do not belong to us, we shall acquire co-ownership of the new item in the ratio of the value of our goods to the value of the other connected or inextricably mixed items at the time of mixing. If connection or inextricable mixing is effected in such a way that the item belonging to the other party is to be regarded as the main item, it is considered agreed that the other party shall assign proportional ownership to us. The other party shall protect the sole and co-ownership thus created on our behalf.

5. The cover limit shall amount to 100% of the nominal value of our secured claims. If the value of the securities existing in our favors exceeds the cover limit by more than 20%, we shall be obliged to release securities on request by the other party to the contract or on request by a third party whose interests are impaired by our surplus security; the choice of the securities to be released shall be at our discretion.
 

VII. Other Contractual or Non- Contractual Liability

We shall be liable for any compensation in respect of negligence during negotiation of the contract, compensation for defective performance or the infringement of accessory obligations, other contractual or non-contractual compensation only with regard to direct damage which was foreseeable at the time of signing the contract. Any such claims for compensation shall be limited to the value of the goods supplied. We shall not accept any liability for damage which does not refer to the delivery item itself nor for loss or profit by the other party to the contract. The above restriction of liability does not apply in the case of intent or gross negligence on our part or on the part of our legal representatives, agents, senior executives, vicarious agents etc., nor in the case on initial inability, in the case of impossibility which can be attributed to us, nor in cases in which the damage results from the infringement of essential obligations under the contract
 

VIII. Applicable Law, Place of Performance, Jurisdiction

1. The legal relationship between us and the other party to the contract shall be governed exclusively by the laws of the Republic of Austria. We are entitled to choose UN law instead.

2. Unless otherwise specified, place of performance shall be our registered office.

3. If our contractual partner is a registered merchant in the commercial register, a legal person under public law or a special fund under public law, place of jurisdiction is Vienna. Nevertheless, we are also entitled to proceed against the purchaser at the competent court of our choice.