General conditions of purchase

1. general

The following terms and conditions of purchase apply exclusively to orders (contracts) placed by Zultner Metall GmbH (hereinafter referred to as the client). Insofar as provisions are not contained in these Terms and Conditions of Purchase, the relevant statutory regulation shall apply. With the acceptance and execution of our orders, the contractor recognizes our terms and conditions of purchase in full; any other terms and conditions of sale of the contractor are hereby expressly contradicted.

 

2. order

The order placed by the Customer in writing or by fax shall be deemed to be the content of the order. Verbal orders as well as additions, amendments or deviations of any kind shall only become binding if they are confirmed in writing or by fax.

 

3. standards

The standards quoted by Zultner Metall GmbH in contractual and procurement documents (e.g. ÖNORM, EN, ISO, DIN) refer to the current edition. A separate indication of the issue date is not required. If reference is made to withdrawn editions, the issue date of the respective standard shall also be stated.

 

4. order confirmation

Orders must be confirmed in writing by the Contractor, stating the order number, within 5 days of the order date at the latest. Changes or deviations are only valid if the Client expressly confirms them in writing or by fax. Silence on the part of the Contractor shall be deemed full acceptance of the order. In any case, the contract shall be deemed to have been concluded subject to our Terms and Conditions of Purchase when the Contractor delivers the ordered goods to the Client.

 

5. delivery period

The delivery and performance period shall commence on the order date. If no deadline is agreed, delivery or performance shall be made immediately (promptly). In the event of imminent delay in delivery or performance, the Contractor undertakes to inform the Client immediately in writing or by fax of the delay and its expected duration, stating the reasons. The client is not obliged to accept deliveries of goods or services before the agreed delivery date. The acceptance of deliveries before their due date has no influence on the payment deadline.

 

6 Delay, withdrawal and contractual penalty

In the event of delay in delivery (service) or defective delivery (service), the client shall be entitled - without prejudice to further claims, in particular from the title of damages - to withdraw from the contract or to insist on fulfillment of the contract by setting a grace period of 14 days. In the case of fixed-date transactions, it is not necessary to set a grace period. In the event of withdrawal from the contract due to delay on the part of the Contractor, the Client shall be entitled to charge a contractual penalty amounting to 10% of the total order value and, in the event of late performance without withdrawal by the Client, a penalty amounting to 1% of the total order value for each commenced week of delay in delivery. However, the client reserves the right to claim further damages under the title of compensation.

 

7. Delivery of goods and transfer of risk

The Contractor shall always provide the deliveries (services) and dispatch free of all charges, packaged securely for transportation and at its own expense and risk at the agreed place of performance. (DDP according to Incoterms 2000) The risk and costs of packaging shall always be borne by the Contractor. Should the customer exceptionally assume these costs, the contractor shall also bear the risk for the consequences of defective packaging in this case. The delivered goods are to be handed over to our authorized employees at the place of destination. The mere acknowledgement of acceptance and receipt on the delivery bills or shipping documents does not imply - as does payment - any acknowledgement that the delivery is free of defects. The risk of accidental loss of the goods shall not pass to the Client until the Contractor has handed over the delivery (service) to an authorized employee of the Client (7.2).

 

8. Warranty

The deliveries and services of a contractor must comply with the general and special standards applicable in Austria, in particular the employee protection regulations and the recognized rules of safety engineering. The warranty period for deliveries of goods to the client shall be two years, notwithstanding longer statutory or contractual periods. This period shall commence upon proper handover of the goods. The Contractor waives the defense of late notification of defects. Payments shall be made subject to the express reservation of reclaim in the event of defective performance.

 

9. compensation for damages

The Client shall be entitled to statutory claims for damages and recourse, as well as penalty claims, even if the Contractor's terms and conditions of sale and delivery state otherwise. Any exclusions of liability to the contrary are therefore invalid.

 

10. Prices and terms of payment

All prices are fixed prices and are exclusive of value added tax, including all other taxes, duties, etc., free place of destination.
Terms of payment shall be agreed separately in each case. The payment periods shall commence
a) with the invoice date
b) at the earliest upon acceptance of the goods by us.
c) Invoices contrary to the terms and conditions shall not set the payment period in motion.
Payments may be withheld until notices of defects have been settled, whereby any cash discount claims of the customer shall remain unaffected.

 

11. Retention of title, assignments and compensation

All deliveries to the client must be made free of retention of title. Such reservations shall be ineffective even without our express objection. The Contractor is not entitled to assign claims against the Client to third parties. In the event of assignment in breach of contract, the Client shall nevertheless be entitled to make payment to the Contractor with debt-discharging effect. The Client is entitled at any time to offset claims to which it or a company affiliated with it is entitled against the Contractor or its affiliated companies against claims of the Contractor.

 

12. Place of performance, place of jurisdiction and applicable law

The place of performance shall be the delivery address specified by the customer or the place where the service is to be provided. Austrian substantive law shall apply exclusively to all contracts and legal disputes arising from this contract, but not the UN Convention on Contracts for the International Sale of Goods (Federal Law Gazette 1988/96). The exclusive place of jurisdiction shall be the competent court in Graz, unless we prefer to bring an action before another competent court.

 

13. severability clause

Should individual points of these General Terms and Conditions of Business be invalid, all other points of these Terms and Conditions of Purchase shall remain unaffected. The invalid provision of these Terms and Conditions of Purchase shall be replaced by the statutory provision provided for this purpose. In the absence of such a provision, the resulting gap shall be closed by supplementary interpretation of the contract or by analogy.