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General Terms and Conditions

I. Offer and conclusion

  1. Our deliveries and services are provided exclusively on the basis of these terms and conditions. They shall also apply to all future deliveries and services, even if they are not expressly agreed again. Our terms and conditions shall be deemed to have been accepted at the latest upon receipt of our goods or services. Any deviating terms and conditions of business or purchase of the customer are hereby expressly rejected.

  2. Our offers are non-binding. All agreements - in particular insofar as they amend these terms and conditions - shall only become legally effective upon our written confirmation.

  3. The illustrations, drawings, brochures, advertising material, directories etc. relating to our goods and the data contained therein, e.g. on performance, operating costs, technical properties and weight, are only approximate unless they are expressly designated as binding. We reserve the right to make customary changes to the design, form, execution and color, insofar as they do not unreasonably affect the customer and insofar as they do not affect the usability of the goods.

  4. We reserve our property rights and copyrights to cost estimates, drawings and drafts prepared by us as well as our calculation bases. These documents may not be reproduced or made accessible to third parties without our consent.

II Delivery and performance time

  1. The dates and deadlines specified by us shall not be deemed to have been firmly agreed. We shall only be liable for compliance with deadlines and dates if we have expressly assumed a guarantee in writing.

  2. If we are in default with a delivery, the client may withdraw from the contract after he has set us a reasonable grace period and this has elapsed unused. In the event of impossibility, the client shall be entitled to this right in accordance with the statutory provisions without a grace period.

  3. We shall not be liable for damages due to delay or impossibility. This does not apply to liability for intent or gross negligence on our part, on the part of our legal representatives and vicarious agents or in the event of injury to life, limb or health. In the event of a breach of material contractual obligations, liability is not excluded, but is limited to the foreseeable damage typical of the contract. In the case of compensation for futile expenses, the above shall apply accordingly.

  4. The delivery period shall be extended by a reasonable period due to circumstances beyond our control which prevent timely or proper delivery, e.g. official measures, unrest, strike, lockout, shortage of labor, energy or means of transport, delays in the delivery of essential raw materials, supplies or operating materials as well as all cases of force majeure. If the delivery period is exceeded by more than 3 months due to the above-mentioned circumstances, both contracting parties may withdraw from the contract. Further claims of the client, in particular claims for damages, are excluded.

III Transfer of risk

  1. The risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, at the latest when they leave our warehouse or delivery plant, even in the case of deliveries free to destination, even if the delivery item is delivered in individual parts or if we have undertaken other services (e.g. assembly) in addition to the delivery.

  2. If the goods are ready for shipment and shipment or acceptance is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt of the notification of readiness for shipment. The customer shall bear the storage costs incurred during the delay.

  3. In the case of repair work, maintenance and servicing, we shall bear the risk until acceptance by the customer. If the customer is in default of acceptance, the risk shall pass to him.

IV. Installation and assembly conditions

  1. The customer must create all conditions at the place of delivery or assembly in good time which are necessary for us to be able to provide our services without delay under reasonable working conditions.

  2. If the delivery or the execution of the installation or the commissioning of the system is delayed because the customer does not fulfill his obligations or does not fulfill them in good time, the costs incurred by us as a result shall be reimbursed. This includes in particular the waiting time of the installation personnel or the acceptance engineer, additional travel costs and allowances.

  3. During the execution of the work, the client shall provide us with a lockable room for the storage of building materials and tools etc. free of charge.

V. Terms of payment

  1. Unless otherwise agreed, our invoices are payable immediately upon receipt. All payments by the client shall be offset against the oldest claim.

  2. The client shall be in default 10 days after the due date without any further declaration on our part if he has not paid. If the customer is in default of payment, he shall pay interest on arrears at the rate charged by our commercial banks for open overdraft facilities, but at least 8% (5% for consumers) above the respective base interest rate. We reserve the right to assert higher damages and further statutory claims.

  3. In the event of default on the part of the customer, we shall be entitled to withdraw from the contract, cease work and invoice all services rendered to date according to contract prices after the fruitless expiry of a grace period set by us with a threat of refusal.

  4. In the event of payment difficulties on the part of the customer, in particular in the event of payment arrears, cheque or bill of exchange proceedings, as well as if, after conclusion of the contract, justified doubts arise as to the solvency or creditworthiness of the customer, we shall be entitled to demand immediate payment of all outstanding invoice amounts from the business relationship and to demand cash payment or the provision of security against the return of bills of exchange accepted on account of performance or to withdraw from the contract.

  5. The client is only entitled to offset if the counterclaim is undisputed or has been legally established. In the event of the existence of defects, the client shall not be entitled to a right of retention insofar as this is not in reasonable proportion to the defects and the anticipated costs of subsequent performance, in particular the rectification of defects. An entrepreneur shall only be entitled to a right of retention due to defects if the delivery is obviously defective or if the client is obviously entitled to refuse acceptance of the work.

VI Defects/warranty, liability, statute of limitations

  1. If the client is a merchant, he must inspect the delivered goods immediately. Recognizable defects, differences in quantity or incorrect deliveries which are not reported to us in writing within 10 days of receipt and before processing or installation by the client shall be deemed to have been accepted and approved by the client.

  2. Insignificant deviations from the agreed quality or insignificant impairments of usability do not constitute material defects.

  3. The client must notify us immediately of any material defects.

  4. If the delivered item is defective, we shall be entitled, at our discretion, to remedy the defect within a reasonable period of time or to deliver a defect-free item (subsequent performance). In the event of impossibility or disproportionality of both types of subsequent performance, we shall be entitled to refuse subsequent performance. We also have this right as long as the client does not fulfill his payment obligations to an extent that corresponds to the defect-free part of the service.

  5. In the event that subsequent performance is refused or culpably delayed, subsequent performance is impossible or subsequent performance fails for other reasons, the client shall be entitled to reduce the purchase price or withdraw from the contract in accordance with the relevant statutory provisions. If only a part of the delivery is defective, the client may only withdraw from the entire contract under the above conditions if he objectively has no interest in the partial fulfillment.

  6. A claim by the client for damages or reimbursement of expenses, irrespective of the legal grounds (in particular from breach of primary or secondary contractual obligations, tort or other tortious liability) is excluded. This also applies to the personal liability of employees, staff, representatives and vicarious agents. The exclusion of liability does not apply to liability for intent or gross negligence by us, our legal representatives and vicarious agents or in the event of injury to life, limb or health. Likewise, the exclusion of liability shall not apply in the event of the assumption of a guarantee or the assurance of a property, insofar as these form the basis of liability. In the event of a breach of essential contractual obligations, liability is not excluded, but is limited to the foreseeable damage typical of the contract.

  7. Any right of recourse on the part of the customer shall be governed exclusively by the statutory provisions.

  8. Further claims or claims other than those regulated above on the part of the client due to a material defect are excluded. Our liability for defects within the scope of contractual services shall also be governed by the above provisions. The client shall also have the right to remedy the defect itself if the statutory requirements are met; the claim shall be excluded if we are also permitted to refuse subsequent performance.

  9. Claims for damages shall lapse after 12 months. Claims arising from liability for material defects are also subject to a limitation period of 12 months; the limitation period begins with the delivery of the goods to the customer. This also does not apply to liability for intent, gross negligence or fraudulent concealment of defects by us, our legal representatives and vicarious agents or in the event of injury to life, limb, health or material contractual obligations.

  10. Liability under the Product Liability Act remains unaffected by the above provisions.

VII Retention of title

  1. The delivered goods shall remain our property until all claims arising from the business relationship have been paid in full.

  2. The customer is only authorized to resell, process or install the goods subject to retention of title in the ordinary course of business, taking into account the following provisions and only on condition that the claims are transferred to us in accordance with Clause 4. Pledging, transfer by way of security or assignment by way of security of the reserved goods is not permitted.

  3. If the reserved goods are processed by the customer into a new movable item, the processing shall be carried out for us without any obligation on our part. The new item shall become our property. In the event of processing, combining, mixing or blending with third-party goods, we shall acquire co-ownership of the new item in the ratio of the value of our reserved goods (invoice value) to the total value. The client shall store the reserved goods for us free of charge.

  4. The client hereby assigns to us the claim with all ancillary rights arising from the resale of the reserved goods. If the client has sold the claim within the framework of genuine factoring, he shall assign to us the claim against the "factor" that takes its place. If the goods are resold together with other goods, regardless of whether without or after processing, combining, mixing or blending, this advance assignment shall only apply to the amount of the invoice value of the goods subject to retention of title. We accept this assignment.

  5. The client is authorized to collect the assigned claims as long as he meets his payment obligations. The authorization to collect shall expire upon revocation by us in the event of the customer's default in payment or a sustained deterioration in its financial situation. In this case, we are authorized to inform the customers of the assignment and to collect the claims ourselves. The client is obliged to provide us with all information necessary for the collection of the assigned claims and to allow us to check this information.

  6. The client's authorization to sell, process or install the goods subject to retention of title and his right of possession of the goods subject to retention of title shall expire in the event of default in payment, a sustained deterioration in the client's financial situation upon revocation by us, but at the latest upon his suspension of payments or upon application for or opening of insolvency proceedings against his assets. If we take back the reserved goods after the client's right of possession has expired, this shall only constitute a withdrawal from the contract if we expressly declare this. We may satisfy our claims from the reserved goods taken back by selling them in the open market.

  7. We undertake to release the securities to which we are entitled in accordance with the above conditions at our discretion at the request of the customer to the extent that their value exceeds the claims to be secured by more than 20%.

  8. The client must inform us immediately of any enforcement measures by third parties against the goods subject to retention of title or the claims assigned in advance, handing over the documents necessary for an intervention.

  9. The client must insure the reserved goods against the usual risks such as fire, theft and water to the customary extent. The customer hereby assigns to us its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned type, in the amount of the invoice value of the goods subject to retention of title.

VIII. It is the sole responsibility of the customer to obtain any necessary permits (e.g. building permits, permits from the gas or electricity company).

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

  1. The place of performance for both parties is the location of our registered office (ineffective vis-à-vis consumers).

  2. The place of jurisdiction is Vienna, provided the client is a merchant. We are also entitled to take legal action against the client at his general place of jurisdiction.

  3. The legal relationship between us and the customer shall be governed exclusively by Austrian law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

X. Partial invalidity Should individual provisions of these Terms and Conditions of Sale be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a legally permissible provision which corresponds or comes closest to the intended economic purpose.