GTC.

Customers

Wholesale

GENERAL TERMS AND CONDITIONS FOR CUSTOMERS

1. Scope of application

1.1 These General Terms and Conditions (hereinafter: GTC) of XeNTiS Composite Entwicklungs- und Produktions GmbH (hereinafter: XeNTiS) are an integral part of every business relationship, in particular every offer and every contract, provided that the contractual partner is a consumer (Section 1 of the Austrian Consumer Protection Act (Konsumentenschutzgesetz – KSchG)). They shall also apply, unless the contracting parties have expressly agreed otherwise in writing, to all further orders, even if no reference is made to these GTC.

1.2 We shall not be bound by any terms and conditions of purchase or contractual terms and conditions of customers, even if they are communicated to us by the customer and we have not objected to them. All orders received by us shall only be accepted subject to full acceptance of these GTC. Special agreements with our representatives that deviate significantly from normal business practice or the GTC shall also require the prior written approval of the management.

2. offer & order confirmation

All orders shall only become legally binding upon our written order confirmation or upon unconditional and unrestricted delivery. Subsequent changes or deletions of already confirmed orders require our express written consent. The customer shall remain bound by his contractual declaration until our rejection or execution of the delivery order.

3. intellectual property

3.1 Our drawings, samples, models, plans, sketches and other technical documents shall remain our intellectual property even after conclusion of the contract and shall be protected by the relevant statutory provisions with regard to processing, reproduction, imitation and unfair competition. They may not be made accessible to third parties, otherwise our company shall be fully indemnified and held harmless.

3.2 Our brands or product and company logos are protected by trademark, copyright and/or trademark law, so that any unauthorized use or any kind of imitation, unauthorized use and/or duplication violates protection standards of unfair competition, trademark, copyright and/or other trademark law and entails claims for damages. We expressly reserve the right to prosecute infringements in individual cases.

4. prices

The prices stated in the price lists and brochures are ex works and do not include packaging, assembly and transportation costs. If the order has to be carried out urgently at the customer’s subsequent request, so that we are forced to employ our staff at weekends or in the evenings, the customer must pay the additional costs incurred for the necessary overtime and the price shown on the order quotation will be increased accordingly. In this case, the customer will be informed of the additional costs in advance.

5. terms of payment

5.1 Unless otherwise agreed, the following payment methods apply: credit card payment, SEPA direct debit, instant bank transfer, PayPal. Invoices shall be deemed approved if they are not objected to in writing within 8 days of the invoice date.

5.2 Incoming payments shall initially be offset against interest and ancillary costs, even if this provision is opposed by the customer. We are entitled at any time to demand immediate cash payment and security for outstanding amounts if the customer’s creditworthiness deteriorates significantly or no longer exists, failing which we may withdraw from the contract and reclaim goods already delivered but not yet paid for.

5.3 In the event of even partial default of payment and default of acceptance, default interest of 4% per annum shall be charged. If the customer is in default, the risk of accidental loss or deterioration shall pass to the customer upon the occurrence of default. In addition, we are entitled to declare all claims due immediately and to withhold outstanding deliveries until receipt of the invoice amounts in accordance with § 1052 ABGB. This also applies to one-off deliveries if we only become aware of the customer’s uncertain financial situation after conclusion of the contract.

5.4 Payments with debt-discharging effect can only be made to one of the accounts listed on the invoice forms or to a representative provided by us with a separate written power of attorney. Only cash payments and unconditional crediting to our accounts shall be deemed effective payment.

6. delivery

6.1 The delivery period shall commence on the date of our order confirmation. Delays for which we are not responsible, in particular events of force majeure or difficulties with subcontractors, shall extend the delivery period by the duration of the event plus a reasonable start-up time, without the customer being able to derive a right of withdrawal from this. Force majeure expressly includes official intervention, energy supply and raw material difficulties, labor disputes, accidents, unforeseeable production difficulties and all other events that make delivery significantly more difficult or impossible, provided that we are not grossly at fault for the occurrence of these events. The delivery date shall also be postponed if the customer is in default with the obligations incumbent upon him, e.g. handing over documents or other types of cooperation. In the event of an agreed amendment to the order, we shall be entitled to reassess the delivery date. In any case, claims for damages due to late delivery or non-delivery are excluded unless we are proven to have acted with intent or gross negligence.

6.2 The customer is obliged to accept goods delivered late.

6.3 Significant changes in the person of the customer, in particular with regard to his financial situation, which occur and become known after conclusion of the contract, justify our immediate withdrawal from the contract.

6.4 In the event of default of acceptance, the customer shall suffer adverse consequences within the meaning of § 1419 ABGB. The ordered goods shall be stored at the customer’s expense and we shall be entitled to invoice these agreed goods as delivered, charging all costs incurred. Claims for damages shall not be affected by this. The customer shall not be entitled to cancel partial deliveries that have already been made if partial deliveries are still outstanding. Additional costs arising from a delay for which the customer is responsible shall always be borne by the customer.

7. shipping

In the absence of special shipping instructions from the customer, we shall ship the goods by the best route at our own discretion, without being responsible for the cheapest freight or the selection of the transport company.

8. reservation of title

8.1 All goods delivered shall remain our property until full payment of the purchase price and any ancillary costs caused by any default in payment, even if processed by the customer or professionals commissioned by the customer. Pledging or transfer by way of security or resale of the goods subject to retention of title without our express prior written consent is prohibited and invalid.

8.2 In the event of unlawful resale, the purchase price claim against the third party replacing the reserved title shall be deemed assigned to us and the purchase price paid to the customer shall be forwarded to us without delay or the customer shall notify its debtor of the assignment in writing. Proof of notification must be provided to us upon first request.

8.3 The customer is obliged to keep the delivered goods in proper condition for the duration of the retention of title. The customer shall insure the goods subject to retention of title against theft and fire at its own expense and in an appropriate amount and shall be liable to us for any loss of or damage to the same. We shall be entitled to the rights arising from this insurance contract and the insurance policies shall be restricted in our favor. Proof of transferability must be provided to us upon first request.

8.4 The customer must inform us immediately of any seizure, opening of bankruptcy proceedings or other legally relevant events that may affect our rights and must indemnify and hold us harmless. Should a bailiff wish to seize the delivered goods, our ownership must be asserted to the bailiff, stating our company name and address.

8.5 In the event of the opening of bankruptcy proceedings, we shall be entitled to collect the goods subject to retention of title without delay and the customer shall waive any objections to this, in particular claims to disturbance of possession.

9. assignment of claims

The customer may only transfer rights under this contract to third parties with our prior express written consent.

10 Warranty and complaints

10.1 The item-specific warranty period shall apply to the purchased goods from the date of dispatch of the goods for properties expressly warranted by us in writing and for freedom from defects in accordance with the respective state of the art. In cases of extraordinary use, this warranty period shall be reduced by half in each case. Removal and installation costs, travel time and travel costs shall be borne by the customer. There is no entitlement to rescission or reduction unless we are unable to rectify the defect or supply a replacement.

10.2 The guarantee expires if the delivery item is modified by a third party or by the installation of parts of a third party origin, if installation and handling instructions are not followed or if the product is not used in accordance with its intended purpose. Natural wear and tear and damage caused by improper handling are also excluded from the warranty. Repairs only extend the warranty period with regard to replaced parts.

10.3 After the due date of the payment obligation, warranty claims can only be asserted after full payment of the agreed purchase price. If it becomes apparent during the rectification of defects that a warranty claim does not exist, our services shall be subject to remuneration.

10.4 In order to process any complaints within the warranty period, the customer must provide the following data for processing the complaint: Article number, designation, piece, reason for complaint, date of installation, date of manufacture and date of complaint.

10.5 The statutory warranty rights remain unaffected by this and are available to the customer in addition to the voluntarily granted warranty.

11. warranty

11.1 We shall perform our warranty obligations within the framework of and in accordance with the applicable law (§§ 922 ff ABGB), whereby the customer as a consumer shall have unrestricted access to the legal remedies provided by law. In accordance with the statutory provisions, the warranty period is 2 years for movable items and 3 years for immovable items. Improvements outside the warranty period have no legal significance and are only carried out without prejudice and as a gesture of goodwill.

11.2 The warranty expressly does not apply to defects caused by improper handling, excessive use or normal wear and tear (warranty only applies to rusting through, not rusting on). In the event of improper assembly or modification of the goods or their components, all warranty claims and claims for damages in connection with the affected parts shall lapse. In the event of defects, the customer is obliged, as far as practicable, to allow an improvement by free replacement or repair of the rejected goods and must grant a reasonable grace period for this in writing. Only if we do not comply with this improvement within the reasonable grace period can the customer demand a reasonable price reduction.

11.3 In any case, there shall be no defectiveness if custom-made products ordered by the customer, regardless of their type, do not meet the customer’s expectations upon delivery. Minor deviations from drawings, models and samples that do not lead to any change in the goods themselves do not constitute defects.

12. compensation for damages

We are liable for personal injury in the event of slight negligence. We are only liable for damage to property in cases of gross negligence and intent. Liability for slight negligence is therefore excluded for damage to property.

13. data protection

We are committed to complying with all data protection regulations, in particular Regulation (EU) 2016/679 (General Data Protection Regulation / GDPR) and refer to the current data protection notice. The data transmitted to us by the customer in the “Product registration” form will only be used for warranty processing and will never be passed on to third parties.

14 General provisions

14.1 Amendments to this contract must be expressly made in writing to be legally effective; this also applies to any waiver of this formal requirement. Verbal agreements are invalid.

14.2 Should individual provisions of these GTC be or become legally invalid, this shall not affect the validity of the remaining provisions and the remainder of the contract shall remain legally valid. Any invalid provisions shall be replaced by such provisions that legally regulate the contractual intent of the parties.

14.3 The place of performance for delivery and payment shall be the registered office of our company (8570 Voitsberg).

14.4 Unless otherwise agreed in writing, all contracts and disputes shall be governed exclusively by Austrian substantive law; the UN Convention on Contracts for the International Sale of Goods and the application of conflict of law rules shall be excluded. However, the consumer shall be entitled to those rights of the country in which he has his habitual residence, from which the law of that country may not be deviated by agreement.

14.5 The place of jurisdiction for disputes arising from all contracts concluded with the customer, including the question of their valid conclusion and their preliminary and subsequent effects, shall be determined by the statutory provisions of the JN and the KSchG.

14.6 With regard to the consumer’s statutory right of withdrawal in accordance with the Distance and Off-Premises Transactions Act (FAGG), reference is made to the separate instruction sheet provided.

Status: September 2019

GENERAL TERMS AND CONDITIONS FOR RETAILERS

1. Scope of application

These General Terms and Conditions of Sale and Delivery of XeNTiS are an integral part of every business relationship, in particular every offer and every contract. Unless the contracting parties have expressly agreed otherwise in writing, they shall also apply to all further orders, even if no reference is made to them. We shall not be bound by any terms and conditions of purchase or other general terms and conditions of customers, even if they are communicated to us by the customer and we have not objected to them. All orders received by us shall only be accepted subject to full acceptance of these Terms and Conditions of Sale and Delivery. Special agreements with our representatives that deviate significantly from normal business practice or the General Terms and Conditions of Business also require the written approval of the management.

2. Offer, order confirmation and property rights

All information in our offers is subject to change and non-binding. In particular, we may pass on price changes caused by upstream suppliers, changes in the law, official decrees and new collective agreement wages as well as, in principle, all those circumstances which are imposed on us from outside and which occur between the submission of the offer and the performance of the service or invoicing. This provision shall apply mutatis mutandis to exchange rate fluctuations, changes in material costs or due to changes in the world market prices for raw materials which have an impact on the materials used by us. The data given in catalogs, brochures, advertisements, circulars and price lists are also non-binding, as are our cost estimates. All orders shall only become legally binding upon our written order confirmation or unconditional and unrestricted delivery. Subsequent changes or deletions to orders that have already been confirmed also require our express written consent. The client shall remain bound by the delivery order until we reject or execute it. If the offer includes order items which are to be executed according to drawings, models or samples provided by the customer, the customer alone shall ensure that no rights of third parties are infringed and shall indemnify and hold us harmless against all claims asserted against us due to such an infringement. We are not obliged to check the documents provided to us by the client for their correctness, legality and completeness. Our own drawings, samples, models, plans, sketches and other technical documents shall remain our intellectual property even after conclusion of the contract and shall be protected by the relevant statutory provisions with regard to processing, reproduction, imitation, competition, etc. They may not be made accessible to third parties, otherwise we shall be obliged to pay full compensation. They must be returned to us on request. Our brands or product and company logos are protected by trademark and copyright law, so that any unauthorized use or any kind of imitation, unauthorized use and/or reproduction violates the protection standards of competition, trademark and copyright law and will result in claims for damages or, if necessary, criminal prosecution. If, in the course of the execution work, it becomes apparent that the order must be changed (extended) for technical or economic reasons, the Contractor shall be entitled to execute the order to the extent that it can accept at its professional discretion as being in the interests of the Client. The written consent of the client must be obtained for any additional scope of the order. If the Client does not agree to such a change to the order, the Contractor shall be entitled to invoice the work carried out up to that point and to refuse to carry out the order any further.

3. Prices

The prices stated in the price lists and brochures are subject to change and, unless expressly agreed otherwise, are net prices ex works excluding packaging, assembly and transportation costs. With regard to any price changes occurring after conclusion of the contract, the above statements under point II. shall apply mutatis mutandis. If the order has to be carried out urgently at the subsequent request of the client, so that we are forced to employ our workers at the weekend or in the evening hours, the client shall pay the additional costs incurred for the necessary overtime and the price shown on the order quotation shall therefore be increased accordingly.

4. Terms of payment

Unless otherwise agreed, a payment period of 14 days from the invoice date shall apply. Invoices shall be deemed approved if they are not objected to in writing within 8 days of the invoice date. Any notices of defects shall have no influence on the payment deadlines. Incoming payments shall initially be offset against interest and ancillary costs, even if this provision is opposed by the client’s payment restrictions. We are entitled at any time to demand immediate cash payment and security for outstanding amounts if the creditworthiness of the customer deteriorates significantly or is no longer given, failing which we may withdraw from the contract and reclaim goods already delivered but not yet paid for. In the event of even partial default of payment and default of acceptance, default interest of 7.5% per annum above the respective prime rate of the European Central Bank shall be charged. In addition, we are entitled to declare all claims due immediately and to withhold outstanding deliveries until receipt of the invoice amounts in accordance with § 1052 ABGB. This shall also apply to one-off deliveries if we only become aware of the client’s uncertain financial situation after conclusion of the contract. If the customer is in default, the risk of accidental loss or deterioration shall pass to the customer upon the occurrence of default. Payments with debt-discharging effect can only be made to one of the accounts stated on the invoice forms or to a representative provided by us with a separate written power of attorney. Only cash payments and unconditional crediting to our accounts shall be deemed effective payment. We reserve the right to accept bills of exchange, but in any case only on account of payment. Discount charges, bill tax and interest on arrears are to be paid immediately in cash.

5. Delivery

The delivery date is the day of dispatch. The delivery period shall generally commence on the date of our order confirmation, provided that the order is clear and the agreed financial obligations have been fulfilled by the customer. We are entitled to make partial deliveries and render partial services. Delays for which we are not responsible, in particular events of force majeure or difficulties with subcontractors, shall extend the delivery period by the duration of the event plus a reasonable start-up time, without the client having the right to withdraw from the contract. Force majeure shall expressly include, in particular, official interventions, energy supply and raw material difficulties, labor disputes, accidents, unforeseeable production difficulties and all other events that make delivery significantly more difficult or impossible, provided that we are not grossly at fault for the occurrence of these events. The delivery date shall also be postponed if the customer is in default with the obligations incumbent upon him, e.g. handing over documents or other types of cooperation. In the event of an agreed amendment to the order, we shall be entitled to reassess the delivery date. In any case, claims for damages due to late delivery or non-delivery are excluded unless we are proven to have acted with intent or gross negligence. The customer is obliged to accept goods delivered late and also agrees to accept partial and advance deliveries. Significant changes in the person of the customer that occur and become known after conclusion of the contract, in particular with regard to the company circumstances and the financial situation, justify our immediate withdrawal from the contract. The client must accept the delivered goods immediately and store them in lockable, dry rooms. In the event of default of acceptance, the customer shall be subject to the adverse consequences of § 1419 ABGB. The ordered goods shall be stored at the client’s expense and we shall be entitled to invoice these agreed goods as delivered, charging all costs incurred. In addition, the ordered goods must be collected by the client. Claims for damages shall not be affected by this. Withdrawal by the client with regard to partial deliveries already made is not possible if partial deliveries are still outstanding. Additional costs arising from a delay for which the client is responsible shall always be borne by the client.

6. Shipping

The time of transfer of risk during shipment shall be the time of handover to the respective transport company. In the absence of special shipping instructions from the customer, we shall ship the goods in the best way at our own discretion, without being responsible for the cheapest freight or the selection of the transport company. We shall not be liable for damage and loss during transportation, which must be noted immediately on the freight documents. The client must arrange the necessary insurance cover himself and at his own expense. The delivery is deemed to have been fulfilled at the time of handover to the respective transport company and the agreed goods have been transferred to the client’s power of disposal at this point in time within the meaning of Section 6 of the Product Liability Act and have thus been put into circulation.

7. Complaints and warranty

The item-specific warranty period shall apply from the date of dispatch of the goods for properties expressly warranted by us in writing and for freedom from defects in accordance with the respective state of the art. In order to process any complaints within the warranty period, the customer must provide the following data for processing the complaint: Article number, designation, piece, reason for complaint, date of installation, date of manufacture and date of complaint. In cases of extraordinary use, this warranty period shall be reduced by half in each case. Removal and installation costs, travel time and travel costs shall be borne by the customer. There is no entitlement to rescission or reduction unless we are unable to rectify the defect or supply a replacement. The guarantee shall lapse if the delivery item is modified by a third party or by the installation of parts of a third party origin, if installation and handling instructions are not followed or if the product is not used in accordance with its intended purpose. Natural wear and tear and damage caused by improper handling are also excluded from the warranty. Repairs only extend the warranty period with regard to replaced parts. After the due date of the payment obligation, warranty claims can only be asserted after payment has been made. If it becomes apparent during the rectification of defects that a warranty claim does not exist, our services are subject to remuneration.

8. Notice of defects and warranty

The customer is obliged to inspect the delivery immediately after delivery. We expressly assume the warranty for defects already existing in the course of delivery which are based on material and processing defects. Notification of defects must be made to us in writing immediately after receipt of the individual deliveries, otherwise the delivery shall be deemed to have been accepted without reservation and any warranty claims and claims for damages in this respect shall be waived. The nature and extent of the defect must be clearly identified so that we can clearly recognize the reason for the complaint. The customer is obliged to ensure the temporary storage of the goods complained about and to send the defective goods to us at his own expense for inspection of the defectiveness at our first request. The warranty expressly does not apply to defects caused by improper handling, excessive use or normal wear and tear (warranty only applies to rusting through, not rusting on). In the event of improper assembly or modification of the goods or their components, all warranty claims and claims for damages in connection with the parts concerned shall lapse. In the event of defects occurring, the customer is immediately obliged to allow an improvement by replacing or repairing the rejected goods free of charge and must set a reasonable grace period for this in writing. Only if we do not comply with this improvement within the reasonable grace period can the client demand a reasonable price reduction. In any case, there is no defectiveness if custom-made products ordered by the client, regardless of their type, do not meet his expectations upon delivery. Minor deviations from drawings, models and samples that do not lead to any change in the goods themselves do not constitute defects. Further claims for compensation of any kind whatsoever on the part of the customer are excluded, unless the contractor or his vicarious agents are guilty of intent or blatant gross negligence. Defects in individual items shall only entitle the Client to reject the entire delivery if the nature of the defect renders the entire consignment unusable. Returns of goods require our prior consent in all cases. The warranty period is 24 months, calculated from the date of delivery, and applies to all those parts which can be proven to have become unusable or whose usability has been significantly impaired as a result of a circumstance prior to the transfer of risk, in particular due to faulty design, poor materials or defective workmanship. Replaced items shall become our property in the event of replacement deliveries or credit notes and shall be returned at our request. The presumption rule of § 924 ABGB is excluded. The existence of a defect at the time of delivery must be proven by the customer.

9. Retention of title

All goods delivered shall remain our property until full payment of the purchase price and the ancillary costs caused by the delay in payment, even if they are processed by the client or by professionals commissioned by the client. Pledging or transfer by way of security or resale of the goods subject to retention of title without our express written consent is prohibited and invalid. In the event of unlawful resale, the purchase price claim against the third party replacing the reserved property shall be deemed assigned to us and the purchase price paid to the client shall be regarded as a good entrusted to us by the client or the client shall notify the debtor of the assignment. The client must insure the goods subject to retention of title against theft and fire at his own expense to an appropriate amount and he shall be liable to us for the loss of or damage to the same. We shall be entitled to the rights arising from this insurance contract and the insurance policies shall be restricted in our favor. The client must inform us immediately of any seizure, declaration of bankruptcy or other legally relevant events that could affect our rights and must indemnify and hold us harmless. Should a bailiff wish to seize the delivered goods, our ownership must be asserted to the bailiff, stating our company name and address. Furthermore, the customer is obliged to keep the delivered goods in proper condition for the duration of the retention of title. In the event of the opening of bankruptcy proceedings, we shall be entitled to collect the goods subject to retention of title without delay and the customer shall waive any objections to this, in particular claims to disturbance of possession.

10. Resignation

Withdrawal from an already concluded purchase contract by the client is only permissible for objectively important reasons and entitles us to charge a cancellation fee of at least 25% of the order volume and to compensation for any damages in excess of this.

11. Compensation and product liability.

It is expressly agreed that we shall not be liable to pay compensation to the client for injury to persons, for damage to goods that are not the subject of the contract and for other damage unless we are guilty of gross negligence or intent in individual cases. Liability for loss of profit is generally excluded. otherwise the claims shall lapse on their merits.

12. General provisions

The client may only transfer rights arising from this contract to third parties with our express written consent. The place of performance for delivery and payment shall be Voitsberg exclusively, even if the handover takes place elsewhere as agreed. For all disputes arising directly or indirectly from this contractual relationship, the Voitsberg District Court or the Graz Regional Court for Civil Matters (Landesgericht für ZRS Graz) is expressly agreed, depending on the subject matter jurisdiction. Unless otherwise agreed in writing, all contracts and disputes shall be governed exclusively by Austrian law; the UN Convention on Contracts for the International Sale of Goods or other international conflict of law rules shall be excluded. Amendments to this contract must be expressly made in writing to be legally effective; this also applies to any waiver of this formal requirement. Verbal agreements are invalid. Should individual provisions of these Terms and Conditions of Sale and Delivery be or become legally invalid, this shall not affect the validity of the remaining provisions and the remainder of the contract shall remain legally valid. Any invalid provisions shall be replaced by such provisions that legally regulate the contractual intent of the parties or reduce them to the legally permissible extent (reduction to preserve validity).

13. Data protection

Further information can be found here: Privacy Policy

Status: January 2020