General Terms and Conditions

  1. Scope of contract
    1. These General Terms shall govern legal transactions between business enterprises, namely the delivery of commodities and, mutatis mutandis, to the provision of services. For software primarily the Software Conditions issued by the Association of Electrical and Electronics Industries of Austria, for assembly the mounting conditions of high and low voltage industry in Austria and the mounting conditions of the electrical and electronics industry in Austria for Electrical and Electronics Industry. If the general conditions exceptionally transactions with consumers within the meaning of § 1 para. 1 point 2 of the Consumer Protection Act BGBl. 140/1979 be taken as a basis, they are valid only insofar as they do not contradict the provisions of this Act.
    2. Deviations from those conditions referred to in point 1.1 are only valid with written approval of the seller.
  2. Offer
    1. Seller's offers are non-binding.
    2. Tender documents and project documents may not be reproduced or disclosed to third parties without the consent of the seller. They can always be reclaimed and returned to the seller immediately if the order is placed elsewhere.
  3. Conclusion of the contract
    1. The contract is deemed concluded when the seller has sent a written order confirmation or a delivery receipt of the order.
    2. The information contained in catalogs, brochures and any other printed forms or online media as well as any oral or written statements shall only be binding if the order confirmation expressly referred to them.
    3. Subsequent changes and additions to the contract are only valid if confirmed in writing.
  4. Prices
    1. The prices are ex works or ex seller's warehouse excluding packaging, loading and sales tax. If in connection with the delivery charges, taxes or duties are levied, the buyer bears these. If shipment with delivery is agreed, delivery as well as transport insurance will be charged separately, but does not include unloading and subsequent handling. The packaging will be taken back only by explicit agreement.
    2. If your order deviates from the overall offer, the seller reserves the right to change the price accordingly.
    3. Prices are based on the costs at the time of the first quotation. If costs increase by the time of delivery, the seller is entitled to adjust prices accordingly.
    4. For repair orders by the seller, services deemed expedient are provided and charged on the basis of the incurred expenses. This also applies to services and additional services the expediency of which becomes apparent only during the execution of the order, and it therefor requires no special notification to the buyer.
    5. The expense for the creation of repair and maintenance quotation or for expert valuations shall be charged to the purchaser.
  5. Delivery
    1. The delivery period begins with the latest (calendar date) of the following dates:
      1. Date of order confirmation;
      2. The date of fulfillment of all of the buyer´s technical, commercial and other requirements;
      3. Date on which the seller receives a down-payment or payment security before delivery of the goods has occurred.
    2. Regulatory and for the construction of facilities required permits of third parties are to be obtained from the buyer. If such authorizations are not on time, the delivery period shall be extended accordingly.
    3. The seller is entitled to carry out partial or advance deliveries and to charge them. If delivery on demand has been agreed to, the goods shall be deemed retrieved no later than 1 year from the order.
    4. Where unforeseeable or independent from control or will of the parties, such as all cases of force majeure, which impede compliance with the agreed delivery period, this shall be extended in any case for the duration of such circumstances; These include in particular armed conflicts, official interventions and prohibitions, transport and customs clearance, transport damage, energy and raw material shortages, labor disputes, and default of an essential, difficult to replace supplier. These aforementioned circumstances also entitle the seller to extend the delivery time, if they occur with suppliers.
    5. If between the parties in the contract, a contractual penalty (penalties) has been agreed for delay in delivery, this is done according to the following rules. Any deviations in one point leaves the rest without prejudice to other individual points: Delays shown to have occurred solely through the fault of the seller in performance entitles the buyer, for each full week of delay an indemnity of at most 1/2%, but a maximum of 5% to the value of that part of the goods delivery which cannot be used on account of delayed delivery of an essential part, provided that the Buyers damage has grown in this amount. Further claims from the title of the delay are excluded.
  6. Transfer of risk and place of fulfillment
    1. Use and risk are transferred with the departure of the goods ex works or ex warehouse to the buyer, regardless of the pricing agreed for the delivery (such as carriage paid, CIF etc.). This applies even if the delivery is in connection with assembly work or if the transport is carried out or organized and managed by the seller.
    2. For services the place of performance is where the service is provided. The risk of a service or an agreed partial service passes to the buyer with its delivery.
  7. Payment
    1. If no terms of payment have been agreed, 1/3 of the price is due upon receipt of order confirmation, 1/3 after half the delivery time and the remainder upon delivery. Regardless of the total amount of tax, it must be paid, in any case, within 30 days after invoicing.
    2. In part settlements the individual part payments are due upon receipt of the respective invoices. This shall also apply to amounts invoiced which arise from deliveries or other arrangements beyond the original contractual amount, irrespective of the payment terms agreed upon for the main delivery.
    3. Payments shall be made without any deduction and free of transaction charges to the seller in the agreed currency. A possible acceptance of checks or drafts is always only in lieu of payment and only with special agreement. All in connection therewith interest and charges (such as collection and discounting charges) are to be borne by the buyer.
    4. The buyer is not entitled to withhold or offset payments due to warranty claims or other counter-claims.
    5. A payment shall be regarded as effected on the date the seller can dispose of the payment.
    6. If the buyer has not met the payment obligations arising from this or other transactions, the seller may without prejudice to his other rights or claims
      1. postpone the fulfillment of its own obligations until the payment or other agreed upon service has been provided and add an appropriate extension to the delivery period,
      2. declare due all outstanding receivables from this or other transactions and for these amounts, beginning with the due date, interest on arrears in the amount of 1.25% per monthly charge, unless the seller can prove evidence of higher costs. In any case, the seller is entitled litigation costs, in particular to provide reminder fees and lawyer costs.
    7. Discounts or bonuses are subject to the timely service and complete payment.
    8. The seller retains the title to all goods delivered by him until full payment of the invoice amounts plus interest and costs. The purchaser hereby assigns to the seller to secure the purchase price claim his claim out of a resale of conditional commodities, even if this was processed, transformed or combined with, and undertakes a corresponding entry in his books or on his invoices to apply. On request, the purchaser must notify the seller to announce the assigned claim and the debtor thereof, and to make all information and material required for his debt collection available as well as making the third-party debtor aware of the procedure. In seizure or claims against the purchaser, he is obliged to point out the title of the seller´s goods and to inform the latter without delay.
  8. Warranty and responsibility for defects
    1. The seller is, at compliance with the agreed payment terms, obliged to resolve every operability-debilitating defect existing at the time of handover in accordance with the following provisions, which are based on a faulty design, materials or workmanship. From information in catalogs, brochures, advertising leaflets and written or oral statements which have not been included in the agreement no warranty obligations may be derived.
    2. The warranty period is 12 months unless special warranty periods are agreed for individual items. This also applies to delivery and service items, which are firmly attached to buildings or land. The term of the warranty period shall begin in accordance with the time of transfer of risk as stated in point 6.
    3. The warranty claim requires that the buyer must communicate the defects to the seller in writing without delay. The buyer must prove the existence of the defect immediately, in particular to provide the existing documents or data concerning the defect to the vendor. In case of a defect under warranty, in accordance with section 8.1, the seller has to repair the defective goods or the defective part at his discretion at the place of fulfillment or have the items sent to the seller´s premises for repair or make a reasonable price reduction.
    4. Any expenses incurred in connection with rectifying defects (eg expenses for assembly and disassembly, transport, waste disposal, travel and time) shall be borne by the buyer. For warranty work on buyer's premises the required assistance, hoisting gear, scaffolding and sundry supplies are provided gratuitously. Replaced parts become the property of the seller.
    5. If a product, service or item is manufactured by the seller on the basis of design specifications, drawings, models or other specifications of the buyer, then the seller's liability is limited to the realization according to the stipulations and specifications.
    6. Excluded from the warranty are such defects that arise from not undertaken by seller to assembly and installation, inadequate equipment, non-compliance with installation requirements and operating conditions, overstrain of the performance stated by the seller, negligent or incorrect handling and use of inappropriate materials. This also applies to defects which are attributable to material supplied by buyer. The seller is not liable for damages that are caused by third parties, atmospheric discharges, overvoltage and chemical influences. The warranty does not cover the replacement of parts subject to natural wear. For the purchase of second-hand goods, the seller is not responsible.
    7. The warranty expires immediately if the buyer himself or a third party performs any modifications or repairs on items delivered without the written consent or authorization of the seller.
    8. Claims according to § 933b ABGB expire in any case with the deadlines specified in point 8.2.
    9. The provisions of 8.1 to 8.8 shall apply mutatis mutandis to every responsibility for defects for other legal reasons.
  9. Cancellation of the contract
    1. Requirements for the resignation of the buyer from the contract, provided that no specific arrangement has been made, a delivery delay, which is due to gross negligence of the seller, as well as the unsuccessful expiry of a reasonable period of grace. The withdrawal is to be asserted by registered letter.
    2. Independent from his other rights the seller shall be entitled to withdraw from the contract,
      1. if the execution of delivery or the start or continuation of the service, for reasons for which the purchaser is responsible, is impossible or further delayed despite setting a reasonable grace period,
      2. if concerns about the solvency of the buyer have emerged and the buyer neither makes an advance payment at the request of the seller nor provides an adequate security prior to delivery, or
      3. if the extension of the delivery period due to the circumstances mentioned in 5.4, totals to more than half the delivery period originally agreed or by at least 6 months.
    3. The withdrawal can be declared for the above reasons also regarding a still outstanding part of the delivery or service.
    4. If insolvency proceedings are opened over the assets of a Party or an order is rejected for the initiation of insolvency proceedings due to insufficient assets, the other party is entitled to withdraw from the contract without setting a grace period.
    5. Without prejudice to the seller´s claims for damages, including expenses prior to a lawsuit, upon withdrawal of contract settled, already provided services or partial services are invoiced and need to be paid. This also applies if the delivery or service has not yet been taken over by the buyer as well as for services rendered by the seller´s preparatory measures. The Seller also has the right to demand the return of goods already delivered.
    6. Other consequences of withdrawal are excluded.
  10. Liability
    1. The seller is liable only if his intent or gross negligence can be proven, within the framework of legal regulations for damages beyond the scope of the Product Liability Act. Liability for slight negligence, compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from the claims of third parties against the purchaser are excluded.
    2. At failure to comply with any conditions for assembly, commissioning and operation (such as in instructions or data sheets), or licensing requirements, any claims for damages are excluded.
    3. If contractual penalties are agreed, further claims exceeding each title are excluded.
  11. Assertion of claims
    1. If not separately agreed in individual cases or legal regulations provide for shorter periods, all claims of the Buyer must be asserted in court within 3 years from the passing of risk, otherwise the right of claim will forfeit.
  12. Industrial Property Rights and Copyright
    1. If an item is manufactured by the seller on the basis of design specifications, drawings, models or other specifications of the buyer, the buyer must indemnify and hold the seller harmless at any infringement of intellectual property rights and other claims of third parties due to the buyer.
    2. Design documents such as plans, sketches and other technical documents as well as samples, catalogs, brochures, illustrations and the like shall remain the intellectual property of the seller and subject to the relevant statutory provisions governing reproduction, imitation, competition etc. 2.2 above shall also apply to execution-related documents.
  13. General
    1. If individual provisions of the contract or any provisions of these general terms and conditions are invalid, the validity of the remaining provisions shall not be affected. The ineffective provision shall be replaced by a valid one which comes as close as possible to the aim pursued.
  14. Jurisdiction and applicable law
    1. To decide on all disputes arising from the contract - including those about its existence or non-existence - the competent court at the headquarters of the seller, in Vienna that inside District Court of the inner city, have exclusive jurisdiction. The contract is subject to Austrian law to the exclusion of the rules concerning transmission to the law of third countries. The application of the UNCITRAL - United Nations Convention on Contracts for the International Sale of Goods is excluded.