General Conditions of Sale for Deliveries and Services
1. Validity of the terms and conditions
The purchaser/party placing the order notes that contracts are only concluded on the basis of these conditions of sale for deliveries and services. Any conditions of purchase of the purchaser/party placing the order are herewith expressly contradicted. These conditions of sale for deliveries and other services also apply to subsequent orders, even if no express reference is made to these conditions. Derogating terms and conditions of the purchaser/party placing the order can only become content of the contract if we have expressly acknowledged them in writing and the purchaser/party placing the order proves that derogating conditions have been negotiated in detail. Derogation from the formal requirement for written form must also be in writing. Actions that we take to perform the contract are not considered to be consent to contractual terms that derogate from these conditions. By accepting the product and/or service, the purchaser/party placing the order acknowledges these conditions of sale to the exclusion of their terms and conditions.
2. Offers, quotations, conclusion of contract
Our offers, quotations and price lists are non-binding and subject to confirmation. Supply and services contracts only become legally effective for us when we issue written order confirmation, deliver the product or send an invoice. Order confirmations and their attachments/enclosures are considered to have been accepted in full by the purchaser/party placing the order, if the purchaser/party placing the order does not send an objection in writing within 8 days of the issue date, in such a way that we are able to prove that we have received it. We reserve the right to deviations customary in the trade in the objects of supply / services, provided that this is not associated with a considerable change in function or quality and that the change is reasonable for the purchaser/party placing the order.
Unless expressly agreed otherwise, prices are net ex-works, exclusive of VAT and exclusive of packaging and cutting costs and alloy surcharges. We will invoice the alloy surcharge that is applicable on the day of delivery, taking as a basis the stock market price on the day and the quantity supplied. All additional charges, such as costs for freight, insurance, export, transit, import or other approvals, as well as authentication (WAZ) are paid by the purchaser/party placing the order. The purchaser/party placing the order must also pay all types of taxes, tolls, charges and customs duties. For orders with a net product value of less than 100 Euro, we reserve the right to invoice this amount as a minimum order value or to charge a small-amount surcharge as below.
4. Delivery date, delivery quantity and tolerances
The information we provide concerning delivery dates is approximate and non-binding. We may make partial deliveries. If we are responsible for exceeding an appropriate period for delivery, we are only in default if the party placing the order has set an appropriate subsequent period, which must amount to at least 30 days, and this has expired without being used. No claims for compensation because of delayed delivery, delayed service or non-performance can be made, unless we are responsible for intention or gross negligence. No contractual penalties will be imposed. We are not obligated to deliver if the purchaser/party placing the order defaults on a due payment. Deviations from size, weight and quality are permissible in accordance with DIN/EN, the technical ÖNORM standards or applicable current practice. Other deviations require separate agreement. With regard to the quantity supplied, we reserve the right to tolerance of +/- 10 %.
5. Retention of title
The product delivered remains our property until all amounts due have been paid. Even if the product delivered is processed, combined or connected with one or more products by the purchaser/party placing the order or by third parties instructed by the purchaser/party placing the order, prior to the end of the retention of title and therefore before transfer of ownership to the purchaser/party placing the order, we still own the product delivered. In this case, we are co-owner of the new or connected product in proportion to the invoice value of the product subject to retention of title to the value of the new or connected product. The purchaser/party placing the order transfers to us all claims and other rights resulting from any resale, hire or lease now, even if the product delivered has already been connected with other products or processed. The purchaser/party placing the order is required to make a relevant remark in their books. Furthermore, in the event of resale of the product subject to retention of ownership, including hire or lease, the purchaser/party placing the order is required to refer to the assignment of debts in their delivery note, but at latest in their invoice, to the effect that payment of the debts of the third-party purchaser to the purchaser/party placing the order has to be made to us in order to have the effect of discharging debt. If the product delivered is sold or handed over for use, together with other products, without or after connection or processing, the transfer is only valid for the amount of the purchase price owed to us. Further claims for compensation may therefore be made. The purchaser/party placing the order is only authorised to have at its disposal the product subject to retention of title in the case of resale with deferment of payment of the purchase price on the condition that the purchaser/party placing the order informs the second buyer, at the time of the sale, of the assignment of security and makes a note of the assignment in its books.
6. Return of materials
Material returns require our express, prior agreement and are made at the expense and risk of the party returning the materials. For products that are in perfect condition and whose composition remains unchanged, we will pay a credit note for the material, minus a service charge of 10% of the value of the product. Custom builds, non-stock products and materials that have been cut out cannot be returned.
7. Delivery, packaging and transfer of risk
We deliver products ex-works (EXW) as defined in the applicable version of Incoterms, unless specified otherwise in these conditions of sale. Delivery is considered to have been made when we have made the deliverable available for collection by the party placing the order, in the specified warehouse or handed it over to the carrier or haulier, including in cases where we pay for shipping or where we organise and manage shipping. The risk relating to the deliverable is transferred to the party placing the order when the delivery is made, in accordance with the above conditions. We deliver the product packaged and protected from environmental influences if this is customary in the trade. The costs for this are paid by the purchaser/party placing the order. Insurance against damages of any kind is the responsibility of the purchaser/party placing the order. Even if we are supposed to arrange insurance for the products on the basis of a separate agreement, this is still considered to have been concluded on behalf of and at the expense and risk of the party placing the order. If we are supposed to make the delivery at our own expense or at the expense of the buyer/party placing the order, on the basis of a separate agreement, we are free to choose the means of transportation. In cases of delivery abroad, any customs duties and other export and import duties are paid by the purchaser/party placing the order. If loading, transportation or acceptance of the product is delayed for reasons that are the responsibility of the purchaser/party placing the order, we are entitled to store the product at our discretion, at the expense and risk of the purchaser/party placing the order, to take all measures considered to be suitable for keeping the product and to charge for them, without any obligation arising from the storage. If we load the product onto the means of transportation provided by the purchaser/party placing the order or unload the product at the specified place of delivery in derogation from the ‘ex-works’ (EXW) delivery clause provided in the contract, the purchaser/party placing the order is required to hold us harmless from all damages that result from this, as well as from any claims by third parties. We are not liable for damages to the product supplied in this case. We only recognise the version of Incoterms that is valid at the time.
We guarantee that the product will be in perfect condition corresponding to the order standards. Complaints should be made as soon as the product is received, in the case of obvious defects and as soon as they become apparent, in the case of defects that are not immediately apparent. However, complaints about defects that are not immediately obvious must be made four weeks after delivery, at the latest, otherwise no claims under the guarantee and/or claims for compensation can be made. The purchaser/party placing the order is required to immediately check the product delivered for defects. In cases of prompt and justified complaints, we will take back defective goods and supply a replacement, in agreement with the purchaser/party placing the order. The purchaser/party placing the order acknowledges that we are entitled to put right defects. To this end, the purchaser/party placing the order is required to grant us an appropriate period for putting right defects, before being entitled to withdraw from the contract. In the event of any substitute performance, we are only liable for the amount of the primary costs. We are only liable for damages resulting from delayed delivery, defective or incomplete delivery and/or performance in cases of intent or gross negligence. We accept no liability for imprudence. We are not liable for lost profits under any circumstances. The purchaser/party placing the order is responsible for providing proof of intent or gross negligence. If a complaint is made, the purchaser/party placing the order has to immediately give us the opportunity to satisfy ourselves of the alleged defect, in particular by requesting that the product that is the subject of the complaint, or samples of it, are made available for inspection. Any information and advice that we provide, in any form, including in the form of recommended products made available for sampling or statements about queries, is non-binding for us and does not exempt the purchaser/party placing the order from making their own checks on suitability for the intended purposes. We are only liable for violation of contractual, pre-contractual or non-contractual obligations in cases of intention or gross negligence. We are never liable for imprudence, not even for lost profits. Strict liability for defective products, pursuant to the version of the product liability act applicable at the time, remains unaffected by this limitation of liability, provided that we are liable in accordance with this law.
9. Payment terms
Payments by the purchaser/party placing the order should be made on the site of the invoicing company, without any discounts such as cash discounts, expenses, taxes and fees, according to the agreed payment terms, in such a way that the amount is available to us on the due date. Unless other payment terms have been expressly agreed in writing, our invoices are to be paid net promptly. Payments with the effect of discharging debt can only be made directly to us. The purchaser/party placing the order can only offset payments with uncontested or legally effective claims. The purchaser/party placing the order does not have a right of lien under any circumstances. Interest amounting to 6% above the bank rate applicable at the time, but a minimum of 10% per year, as well as reminder and collection expenses, will be charged, even if no party was responsible for the payment date being missed.
10. Force majeure
Events that are outside our sphere of influence release us from performance of all obligations for the duration of the hindrance.
11. Applicable law and place of jurisdiction
The place of performance and place of jurisdiction is Graz. The only applicable law is Austrian material law, but not the provisions of the UN Vienna Convention of 11 April 1980 on contracts for the international sale of goods (United Nations Convention on the International Sale of Goods, Official Journal of the Republic of Austria, 1988/96).
12. Severability clause
If individual points of these general conditions of sale are ineffective, no other points of these conditions of sale are affected by this. The ineffective regulation will be replaced by the statutory regulation provided for this purpose. In the absence of this, the loophole thus created is to be closed by supplementary interpretation of the contract or by analogy. Derogation from these contractual terms can only be made in writing. Derogation from this requirement for written form must also be made in writing.