1.1 These General Terms and Conditions shall apply for the delivery and purchase of goods as well as for the rendering of services of all kinds.
1.2 Any variations from the conditions mentioned in Item 1.1 shall only be effective if given express written approval by us.
2.1 Offer and project documents may not be duplicated or made accessible to third parties, regardless of form, without our approval. Such documents may be reclaimed at any time and are to be returned to us immediately without request if a contractual condition is not met.
3. Conclusion of the contract
3.1 Orders shall only be considered accepted upon submittal of a written order confirmation or actual dispatch of a delivery.
3.2 Subsequent modifications or additions to the contract must be confirmed in writing in order to be valid.
4.1 Consumers may cancel a purchase order placed as a long-distance sale within seven business days of the contract, with Saturday not being counted as a business day. It is sufficient if the cancellation is sent within this time period. The time period begins upon receipt of the goods at the customer’s location. 4.2 If a consumer cancels a purchase order placed as a long-distance sale, then the goods and any payments made must be returned concurrently. The consumer must absorb an adequate consideration [fee] for the use of the goods, including the associated decline in value as well as the costs of returning the goods.
5.1 Prices shall apply ex factory or ex warehouse excluding packaging, loading and sales tax. If fees, taxes or other duties are levied in connection with the delivery, the buyer shall be responsible for them. If delivery is stipulated as part of the shipment, the former shall be charged [offset] separately.
5.2 If a purchase order deviates from an aggregate supply, we reserve the right to make corresponding price changes.
5.3 Prices are based on the costs at the time of the initial quoted price compilation. If costs increase by the time of delivery, we shall have the right to adjust our prices accordingly.
6.1 The delivery period shall begin with the latest of the following time periods:
a) Date of order confirmation, b) Date of fulfilment of all technical, commercial and other preconditions incumbent upon the buyer c) Date on which we are to receive a pre-payment or security before delivery of the goods.
6.2 We shall be authorized to carry out and bill for partial or pre-deliveries.
6.3 Adherence to the agreed delivery times shall apply unless unforeseeable circumstances or circumstances beyond the control of the party impede such adherence, such as all instances of force majeure. Also included among these circumstances are official interventions and bans, transport or customs clearance delays, transport damages, a shortage of energy or raw materials, as well as spoilage of a rather large or important piece of work, work conflicts and loss of an essential, difficult to replace sub-supplier. The above-mentioned circumstances shall also justify an extension of the delivery date if they are experienced by sub-suppliers.
7. Fulfilment and transfer of risk
7.1 Usage and risk shall transfer to the buyer at the latest upon dispatch of the delivery from the factory or from the warehouse. For goods and services for which there is no delivery or part thereof, the place of fulfilment shall be at the site where the service is rendered. The risk of a service or an agreed partial service shall transfer to the buyer upon the rendering of such service.
7.2 If there is a delay in dispatch from the supplier, which can be traced back to circumstances on the part of the buyer, then the risk shall transfer to the buyer on the day on which the shipment is ready for dispatch.
7.3 Separate inspections of goods or trial runs that have been agreed upon shall not affect the provisions with respect to the place of fulfilment or the transfer of risk.
8.1 For development orders, unless special payment conditions have been agreed upon, 50% of the price shall be due upon receipt of the confirmation of order and the rest upon delivery. For production orders, within 30 days net of invoice.
8.2 For partial settlements, the respective partial payments shall be due upon receipt of the respective commercial invoice. This shall also apply for settlement amounts which are over and above the original agreed amount due to subsequent delivery or other stipulations, regardless of the payment conditions for the main delivery.
8.3 We shall retain ownership of all of the goods delivered by us until they have been completely paid for, including interest and costs.
9. Warranty and protection against defects
9.1 If payment conditions are met, we shall remedy all defects for which we are responsible according to the legal warranty periods within an appropriate period of time.
10.1 For damages outside the application area of the product liability act, liability shall only be assumed in the event of intent or gross negligence within the framework of the legal provisions. Liability for slight negligence, consequential and third-party losses and property loss based on unattained savings or profits as well as interest losses shall be excluded.
11. Industrial property rights and copyrights
11.1 With respect to the manufacture of a product based on design specifications, drawings, models or other specifications of the buyer, we shall be held completely free and harmless by the buyer in the event of a violation of the trademark rights of third parties.
11.2 Final planning documents such as plans, sketches and other technical documents as well as prototypes, catalogues, brochures, illustrations and the like shall always remain our intellectual property and shall be subject to protection of relevant legal provisions with respect to duplication, imitation, competition and the like. Item 2.2 shall also apply for final planning documents.
12. Place of jurisdiction, law
12.1 The functionally competent court in Graz shall be responsible for making decisions regarding all disputes arising from the agreement, including any disputes regarding its continued existence or non-existence.
12.2 The agreement shall be subject to Austrian law. Application of the UNCITRAL agreement of the United Nations regarding the international sale of goods shall be amicably excluded.