ENGLISH

General Terms and Conditions of Purchase.

Issue January 2012

The following Terms and Conditions of Purchase shall apply in full to all our orders, unless deviating provisions are agreed in writing in individual cases. General terms and conditions of the supplier shall not become part of the contract even without our express objection. Any reference to these General Terms and Conditions shall be ineffective.

 

1. SCOPE OF APPLICATION

Unless expressly agreed otherwise, these Terms and Conditions shall apply to all deliveries and services provided by the Supplier to us.

 

2. ORDERS

Only written orders are valid; verbal orders require our written confirmation in order to be valid, unless a permanent business relationship exists.

 

3. ORDER ACCEPTANCE

Our order must be confirmed within 8 days, stating the price and delivery time. The acceptance of our order is expressly and exclusively only possible in accordance with the terms and conditions of the order and the present Terms and Conditions of Purchase. Additional terms and conditions must be individually and expressly agreed with us in writing in order to be valid. In the case of an ongoing business relationship, all orders, including those placed verbally, shall be deemed to have been placed subject to our Terms and Conditions of Purchase, even without any separate reference to them.

 

4. FRAIT

Unless otherwise agreed, the prices apply delivered to destination. In the case of self-collection, the freight shall be remunerated. The amount of the remuneration shall be based on the reasonable and customary local third-party costs if no agreement can be reached on this.

 

5. PACKAGING

The goods must be suitably, carefully and appropriately packaged. The costs of this packaging are included in the agreed prices. The supplier undertakes to comply with special regulations which are provided for in relevant laws or ordinances or which are adopted. In accordance with the “Packaging Ordinance”, which came into force on the basis of the Waste Management Act, the supplier is obliged in particular to take back transport packaging, outer packaging and sales packaging free of charge.

 

6. DELIVERY DATE

The agreed and confirmed delivery dates are binding for the supplier and are deemed to be “arriving here” or “made available” (in the case of collection by the customer), depending on the agreement. Partial deliveries are only permitted after express written agreement. If the supplier is in default with the delivery (service), we may, after setting a reasonable grace period, if this is also exceeded, either insist on fulfillment or withdraw from the contract. In any case, we shall be entitled to compensation for the damage caused by the delay in whatever form or the damage due to non-fulfillment, except for the delay caused neither culpably nor negligently.

 

7. SHIPPING

The following shipping conditions must be complied with. Any additional expenses incurred due to noncompliance – for whatever reason – shall be borne by the supplier. Proper and professional packaging and shipping are part of the scope of delivery and the supplier is liable for all damages resulting from non-compliance. Two written delivery bills must be enclosed with each shipment or attached to the shipping documents. If this is not possible, two dispatch notes must be sent in advance by post. The full order number and the order date must be stated on all documents. Without the corresponding shipping documents, the delivery will not be accepted or processed as fulfilled, but will be stored at the supplier’s risk and expense. The costs incurred due to this non-fulfillment shall be borne by the supplier. The invoice shall be issued in duplicate on company paper with all data relating to the delivery. On company working days, goods are accepted from Monday to Thursday, 6.00 am to 2.00 pm, Friday from 6.00 am to 1.00 pm. Deliveries of goods outside these times are only possible after prior agreement by telephone with the purchasing department or the goods acceptance department.

 

8. ACCEPTANCE AND WARRANTY

The transfer of risk to us shall only take place upon proper acceptance of the goods. The supplier shall assume the full statutory warranty in accordance with § 922 et seq. of the Austrian Civil Code (ABGB) and an additional guarantee for a period of 12 months for the execution of the delivery (service) in accordance with the order and compliance with all relevant statutory and NORM regulations. (This also applies in particular to all goods and components supplied by him but not produced or services rendered by him). A reasonable period of time, at least 14 days, shall be available for the inspection of the goods or services after acceptance, for quantity and visible defects. For non-visible defects that are only recognized at a later point in time, we reserve the right to file a complaint with all legal consequences or to assert warranty claims. In any case, we have a period of 14 days from the time we become aware of the defect to do so. Without prejudice to our other legal options, we shall in any case have the right, even if the defect is insignificant or remediable, to demand, at our discretion, free of charge, replacement delivery, rescission, free rectification of the defect or a reasonable price reduction. Unless expressly agreed otherwise, a period of 14 days shall be deemed reasonable for the rectification of defects. The warranty and guarantee period shall commence anew upon complete rectification of the defect. The supplier also guarantees that the delivery/service and presentation do not infringe the rights of third parties. The supplier shall fully indemnify and hold us harmless in the event of any infringement of intellectual property rights arising from the delivery or service, in particular patent, design protection, trademark or copyright disputes, and shall guarantee us the unrestricted use of the delivered goods or services rendered, including processing and other exploitation rights, or compensate us for any damage otherwise incurred. Our payments do not constitute an acknowledgement of the correctness of the delivery, nor a waiver of warranty or guarantee claims.

 

9. DRAWINGS, SAMPLES, TOOLS, CLICHÉS OR OTHER AIDS

Insofar as such are provided by us, they shall remain our property, which we may freely dispose of at any time. These aids may only be used for the execution of our orders and may not be made accessible or handed over to third parties. All rights to these aids shall remain our property and their infringement shall be punishable under both civil and criminal law. They must be returned to us free of charge immediately after completion of the order.

 

10. PAYMENT

Unless otherwise specified by us in writing, the agreed terms of payment are: 14 days after receipt of the invoice with 3% discount, up to 30 days with 2% discount or 45 days net, depending on our choice. All payment periods shall commence upon receipt of the invoice, but not before the agreed delivery date and not before acceptance of the agreed consignment at the factory. If the execution of our order necessitates a notice of defects, we shall only pay after the defects have been rectified, without this resulting in a loss of discount. Advance payments shall remain stable in value on a pro rata basis in relation to the total order value and shall only be made against a bank guarantee.

 

11. PROHIBITION OF ASSIGNMENT

All claims accruing to the supplier against us may not be assigned to third parties.

 

12. BROADCASTS FROM ABROAD

Shipments from abroad will be cleared by us in Graz, unless otherwise specified on the order.

 

13. PERFORMANCE AND JURISDICTION

The place of performance is Voitsberg, the place of jurisdiction for all legal disputes in connection with the contractual relationship is Voitsberg. Austrian law shall apply exclusively to all relationships arising from the contractual relationship – including those to be processed abroad.

 

14. LIABILITY

a) The supplier guarantees that the goods (the product) are free of defects and that they are free of defects within the meaning of the Austrian Product Liability Act BGBl No. 99/1988. He therefore guarantees in particular that it complies with all relevant Austrian legal provisions as well as the state of the art and offers the safety that the user is entitled to expect, taking into account all circumstances, in particular the presentation of the product, the use of the product that can reasonably be expected and the time at which the product is placed on the market. He also guarantees the correctness and completeness of the specifications and instructions for use enclosed with the product, such as operating instructions, warnings, approval regulations, etc. Should the supplier subsequently become aware of circumstances that could constitute a product defect within the meaning of the Austrian Product Liability Act, the supplier undertakes to notify us immediately of any such findings and to reimburse us for all costs incurred for any recall of defective products and any associated damage.

b) The supplier shall fully indemnify and hold us harmless, even without proof of fault, for all claims by third parties which are derived from a defectiveness or faultiness of the product or from any other breach of its obligations. Further claims to which we are entitled by law or agreement may also be asserted.

c) Upon request, the supplier shall provide us with evidence of the existence of sufficient liability insurance to satisfy any obligations to pay compensation due to any defects in its products. Upon request, the supplier shall provide us with a bank guarantee in an appropriate amount to secure the compensation obligations arising from any defects and/or faults in its delivery/service.

d) Limitations of any kind of the obligations resulting for the supplier from the Austrian Product Liability Act BGBl No. 99/1988 in the valid version or the other legal obligations as well as from this agreement as well as the claims to which we are entitled according to the law or this agreement are not recognized.

 

15. MISCELLANEOUS

a) Should one of these provisions be or become invalid or partially invalid, this shall not affect the remaining provisions. The invalid provision shall be adapted or reduced in accordance with the purpose of the contract so that it corresponds to the statutory provisions. If a provision cannot be remedied in this way, it shall be deemed omitted and replaced by the contracting parties with a valid provision with the same economic meaning, provided that this does not significantly change the content of the Terms and Conditions of Purchase.

b) Verbal collateral agreements are expressly not valid. Amendments, additions or supplements to our Terms and Conditions of Purchase or orders must be expressly made in writing in order to be valid. This shall also apply to any waiver of this formal requirement.