For all our orders the following conditions apply as an agreed element of the contract. Alterations and extensions or differing sales conditions on the part of contractors or supply are only applicable when acceptance of them is confirmed by us in writing. The conditions on deliveries apply correspondingly to services.
Inquiries, offers, consulations, etc. are, for our part are free of cost, and not binding.
In principle, our orders and/or contracts are issued in writing; any verbal orders being confirmed in writing at the earliest possible moment. Acceptance of the order is to be confirmed by returning the order confirmation with a legally binding signature within 8 days. If a confirmation of order made out to another company is returned or the delivery is carried out without confirmation of order, our purchasing conditions will apply as being agreed in toto by the firm fulfilling the contract.
Our order number must be referred to on all correspondence. This also applies to invoices, which are to be sent in duplicate at the time of delivery, and for delivery notes, which should be submitted without statement of price and are to be attached to every consignment. For deliveries from outside the EFTA or EC area, the supplier must - at the earliest possible moment - provide, without charge, all necessary documentation in the correct form in order to prove the origin of the goods so that customs clearance can be obtained.
All the prices quoted in our orders are fixed prices and are to be understood to exclude currently applicable sales tax. Price increases agreed by both sides at a subsequent stage will not influence the agreed special prices for current long term business arrangements.
6. Use of Sub-contractors:
The principal contractor on whom the order is placed has the contractual liability to carry out orders placed and remains responsible for the whole order.
7. Production aids:
Any patterns, models, drawings and other aids placed in the possession of the contractor by us remain our property and are to be returned to us on demand; especially after the order has been completed or after termination of the business relationship. They may be neither copied nor used for any other purpose and in particular they may not be made accessible to any third party during the completion of the order.
8. Completion regulations:
Deliveries have to meet the currently legal regulations, ordinances and guide-lines, and in particular the regulations governing accident prevention as well as the recognised rules of technology.
The supplier/contractor is obliged to consider our orders and the work emanating from them as a trade secret and to treat them in confidence.
10. Delivery time:
Delivery periods will be based on the date of our order. In the case of verbal orders, the date of the latter will apply as the ordering date and not the arrival of the written confirmation. The delivery date referred to by us is to be understood as the date on which the goods arrive in our factory. Part-delivery or early delivery requires our agreement. Where orders abroad are concerned, we require to be advised 3 days before the completion fulfilment of the delivery, except for storage goods. Where there is a delay in delivery, either in the case of the whole delivery, either in the case of the whole delivery or part of the delivery, we are entitled to withdraw from the agreement or, together with the requirement for completion, to require the contractor to pay a breach of agreement fine of 0.5% for the beginning of every week of the delay until completion up to a maximum of 10% of the agreed price. In the latter case, we reserve the right to enforce the payment of costs of any damage/loss exceeding this amount. If the maximum of this sum is reached, then we will in any case withdraw from the agreement. Whatever happens, the contractor must inform us in writing without delay of any potential delay in delivery.
Deliveries will be effected, inclusive of packaging, to the destination including transport insurance at the risk of the contractor. In the case of delay in delivery, the costs of delivery are in every case to be met by the contractor. With orders abroad, we will also decide, in the case of delivery from the factory, the nature of the transport and the point of payment of duty. Any costs or damage arising from the failure to observer shipment regulations will be charged to the contractor.
12. Place of contract performance:
Place of contract performance is the place we have stipulated for its delivery, or, alternatively, unless otherwise agreed, our headquaters in Waidhofen/Ybbs. Place of completion for payments is Waidhofen/Ybbs.
We reserve the right to examine all deliveries prior to acceptance. The indication of any defects or damage in a delivery - regardless of whether they are "open" or "concealed" is deemed as immediately reported if defects are discovered within 30 days. In the case of goods which are normally left in their packaging, defects which are discovered when they are taken out of the packaging will be deemed to be concealed faults. Deliveries, which have obvious deficiencies, will not be accepted and will be returned immediately to the contractor/supplier at the latter`s cost.
The contructor/supplier is responsible for ensuring that all goods produced are free of material-, manufacturing- and functioning defects as well as of legal restrictions and that they completely meet the qualities agreed in the contract. The period of guarantee begins with the acceptance and lasts for 24 months. The contructor is responsible for defects for the whole of the 24 months irrespective of whether the fault is discovered before or after the beginning of the guarantee period. The guarantee obligation is to be met by immediate, free of charge replacement on demand by the contractor and the 24 month period of guarantee begins afresh for the replaced parts. If the contractor does not meet his obligation in a reasonable time established by us, we have the right to rectify the defect at the contractor`s cost or to withdraw from the contract. The responsibility of the contractor covers both direct damage and/or consequentiall damage or whatever kind that may ensue.
15. Payment conditions:
Payment follows after acceptance and receipt of the invoice. In the case of dispute, after the settlement of such, either within 14 days with a discount of 3% or within 30 days with a discount of 2% or within 60 days without discount. Any agreed special conditions affecting current settlements of longer duration remain unaffected by this. Payment does not mean recognition of the correctness of the delivery and does not affect in any way our existing rights. Assignments require a previous written agreement on our part.
16. Counter claims:
A counter charge by the contractor is permissible only if the counter-demand is payable and is not contested by us or a legally binding title exists.
If bankruptcy proceedings or proceedings affecting the financial position and possession of the contractor are proposed or started, or if the contractor cancels his payments we are entitled to withdraw from the contract.
18. Force Majeure:
Unpredictable events from outside which cannot be prevented by reasonable means relieve the affected party for the duration of their effect from those contractual obligations whose fulfillment has become impossible or unreasonable through the event.
The contracting party which relies on force majeure has to give notice and prove about the event immediately
This contract and any disputes arising from it shall be governed solely by Austrian law. Jurisdiction is agreed to take place at the competent court for our Company.
As at 28. November 2013