1. Offer and agreement
1.1.These General Terms of Business shall be subject to all offers and agreements between the purchaser and the seller. Any deviations from these General Terms of Business shall be in written form in order to be effective, and shall additionally require the signatures of both parties.
1.2.An agreement between the purchaser and the seller shall obtain its validity exclusively by the seller as well as the purchaser signing the relevant order form, hereafter called the "contract".
All prices quoted in euros are inclusive of the relevant legally prescribed VAT. On top of that, there are costs for packaging and dispatch which shall be borne by the purchaser. In the case of sales to customers outside the EU, VAT does not accrue; however, any national import charges shall be paid by the customer. In the case of sales to entrepreneurs within the EU, VAT does not accrue provided proof is given of the respective UID number, and the VAT shall be paid by the entrepreneur in his home country. The only valid prices shall be exclusively those prices listed in our confirmations of order. Any orders which we accept by way of direct delivery without any prior confirmations of order shall leave us at the list prices valid on the day of delivery. For custom-made products there shall be extra charges.
3. Transport insurance
All consignments shall be insured by us against transport risks at the cost of the purchaser.
4.1. Any orders placed with us shall be carried out within the shortest possible time. Agreed delivery dates shall, if at all possible, be adhered to by the seller. However, such dates shall be understood as orientation, and shall by no means be deemed to be exact deadlines.
4.2. In the case that, despite the application of due diligence, a delivery date cannot be met for reasons beyond the sphere of influence of the purchaser, or if a delay in delivery is caused by the staff or employees of the seller or a third party that has been carefully chosen by the former, any claims for compensation shall be excluded also in cases of subsequential damage. Acts of God, or other circumstances subject to force majeure, such as strike, lockout, shortage of materials or transport interferences shall also not be deemed reasons for any claims for compensation and shall entitle both contractual parties to rescind the contract unless postponing the delivery date and the duration of the interference have been mutually agreed.
4.3. The seller shall be entitled to adapt the delivery dates accordingly if necessary provided the delivery to be carried out by the seller is dependent on third parties, such as suppliers, forwarding agents or customs authorities.
4.4. The purchaser herewith agrees that delivery dates are stated on the proviso that any circumstances and conditions are still valid exactly in the same way as when the contract was first signed by the parties; furthermore that these dates, in as far as they depend on the fulfilment of the delivery obligations to be met by third parties also depend on the details submitted by such third parties to the seller.
5.1.The seller shall pay back to the purchaser the transport costs together with the invoiced purchase price for all lawfully returned goods.
5.2. However, such returns shall require the prior written consent from the seller. The seller shall notify the purchaser in writing if such goods will be fetched by the former, or if they shall be returned by the latter.
5.3. In the case of a return of the goods by the purchaser, the consignment shall continue to be at the account and risk of the purchaser until the seller has received the goods.
5.4. The takeover of the returned goods by the seller shall not be understood as an acceptance nor as a confirmation of the lawfulness of the returned goods. Any unlawfully returned goods shall be kept by the seller at the risk and account of the purchaser.
5. Sales restrictions
The purchaser shall only sell the goods delivered to him by the seller to end consumers, and not to any retail agents.
6.1. The purchaser is obliged to notify the seller within eight working days of the delivery of any reservations concerning obvious defects and justify his reasons.
6.2. Any complaints on the grounds of defects that cannot be made by simple random sampling shall be made within ten days of their detection, but in any case within six months from their delivery; such complaints have to be made in writing.
6.3.In the case that the seller agrees to such a complaint, it is obliged to replace the products in question to its own discretion by either remedying the defects within an appropriate period of time, or by replacing them, or by reimbursing the customer for the value of such goods or replacing them in another appropriate way.
6.4.Any complaints concerning minor and/or unavoidable deviations from the quality, quantity, measurements, colouring, etc. that are regarded as usual in the trade, or complaints based on the fact that certain items have been taken off the range of products shall be categorised by the seller as unfounded. Beschwerden über geringfügige und/oder im Handel als üblich betrachtete oder auch technisch nicht zu vermeidende Abweichungen im Hinblick auf die Qualität, Quantität, Abmessungen, Farbgebung, etc sowie Reklamationen aufgrund der.
6.5. Any rights under the guarantee shall be ascertained within six months before the court, or shall otherwise be deemed to be forfeited. This period shall start as of the day of the effected delivery.
6.6.In the case that any damage caused to the goods during transport is not covered by the transport insurance, the purchaser shall not be entitled to any compensation for damage caused to the goods during transport from the seller. Für Beschädigungen der Ware während des Transports wird kein Ersatz geleistet, sofern Versicherungsleistungen aus der Transportversicherung nicht in Anspruch genommen werden können.
7.1. The seller shall accept no liability for any direct or indirect damages suffered by the purchaser resulting from or in connection with a contract. This shall equally apply to any damage caused by the staff or employees of the seller or third parties commissioned by the latter provided such damage is not caused intentionally or by gross negligence on the part of the management or senior staff of the seller.
7.2.In no way whatsoever shall the seller be liable for any immaterial damage or subsequential damage suffered by the purchaser in connection with a contract.
7.3. The seller shall not be liable whatsoever for any damage suffered by third parties in connection with an infringement of the rights of such third parties, this expressly including any violations of industrial or intellectual property rights.
7.4. In any case and subject to the provisions of this article, the liability of the seller shall be limited to the amount paid out by the commercial third party liability insurance of the seller in connection with such damage.
7.5. In the context of deliveries made by third parties, the seller shall only be liable towards the purchaser in as far as the third party in question does not limit or exclude its respective liability.
7.6. A replacement delivery out of goodwill shall not be understood to be the recognition of a defect or a claim for compensation of the purchaser.
8. Restrictions of ownership
8.1. The ownership rights fort he goods delivered to the purchaser shall remain with the seller until the purchaser has fulfilled all his obligations as to payment for all agreed delivered goods or goods to be delivered to him.
8.2. As long as the ownership rights have not been transferred to the seller, such goods shall by no means be encumbered by the rights of third parties. However, the purchaser shall be entitled to sell or transfer to third parties the delivered products in the context of his ordinary business management.
8.4.In the case that the purchaser does not at all or only partly fulfil his obligations to payment, or if the seller has well-founded reasons for believing that the purchaser will not at all or insufficiently fulfil his obligations for payment, the seller shall be entitled to take back the delivered goods, retaining ownership of the same.
8.5. All advertising materials made available to the seller in the context of a sales promotion of the contractual products shall remain the property of the seller and shall therefore be returned immediately upon the request of the seller. By no means shall these advertising materials be sold and/or handed over to third parties.
9. Terms of payment
9.1. Invoicing shall be effected together with the delivery of the goods. The invoices issued by the seller shall be due for payment within 30 days of the invoice date.
9.2. The seller shall be entitled to demand payment in advance.
9.3. In the case of a delay in payment, the seller shall be entitled to charge the usual overdue fines for default of payment.
9.4. Until the final day of delivery, the seller shall be entitled to partial shipments. These partial shipments can be invoiced individually in compliance with this article.
9.5. The seller herewith reserves the right, at any time, to demand an advance payment for delivered goods or goods to be delivered from the purchaser before it effects more deliveries.
9.6. Payment shall be effected without any reduction or counter-claims, if any, on the part of the purchaser.
9.7. In the case of arrears in payment of at least one (partial) shipment or delivery over four weeks despite a respective reminder and period of grace granted, the seller shall be entitled to demand prompt payment of any goods delivered but not yet invoiced under this contract. Article 10.2 shall remain unaffected by this.
10. Termination of contract
10.1. In the following cases, the seller shall be entitled to fully or partly terminate all contracts with immediate effect and without any prior notice of default, or to postpone any further fulfilment of performance under this contract without, however, being obliged to any compensation payments, these reasons being as follows:
a) if the purchaser has requested postponed payment, bankruptcy proceedings have been initiated against him, or if he has applied for the termination or receivership of his company, or if such termination or receivership has been expressed or such an offer has been submitted, or if an agreement in connection with an (out-of-court) settlement of debts has been signed;
b) if the purchaser ceases his entrepreneurial activities;
c) if a third party takes over, partly or fully, the business activities of the purchaser;
d) if the execution of a considerable part of the assets of the purchaser has been effected by way of a law enforcement.
10.2. The seller shall be entitled to terminate or postpone a contract if the purchaser is in arrears of payment.
10.3. In the case of a termination of contract on the part of the seller due to a default in payment of the purchaser under this contract, the purchaser shall, apart from his obligation to help return any deliveries already received be obliged to pay a compensational sum to the amount of 50 per cent of the order value. The right of the seller to claim for full compensation shall be unaffected by this.
11. Applicable law and legal venue
11.1. Any agreements concluded between the purchaser and the seller shall be exclusively subject to Austrian law. The UN International Agreement on the Purchase of Goods dating 11 April 1980 shall herewith expressly be excluded.
11.2. For any disputes arising between the seller and purchaser from or in connection with this contract, the contractual parties herewith expressly agree on the competent courts in the appellate court district of Graz.
11.3. In the case that individual terms or provisions under this contract shall be legally ineffective or infringe Austrian law, this shall not affect the remaining terms and provisions hereunder. Rather, any ineffective provisions shall be replaced by valid ones that come as close as possible to the original intentions hereunder, or which come as close as possible to the purpose of this contract.