These General Terms and Conditions of Purchase shall apply to our orders. Deviating conditions of the Contractor shall not apply, even if we do not explicitly reject them. Such conditions shall only be taken as a basis of the legal transaction if they are explicitly approved by us in writing. Delivery of the Product shall be deemed to constitute acceptance of our terms and conditions.
without prejudice to any previous objections and without prejudice to deviating conditions of the Contractor.
These General Terms and Conditions of Purchase shall apply to our future orders, even if we do not send them to the Contractor again or refer to them again.
Deviating conditions of the Contractor shall not be binding on for future orders either.
The Contractor‘s offers shall be submitted cost-free and without any obligation being imposed on us, even if they were made at our request. The Contractor’s offer shall cover exactly our inquiry. Any departure therefrom shall be explicitly mentioned. The Contractor shall have a time limit of three months (three months) after receipt of the offer by us within which to accept orders, unless explicitly agreed otherwise in writing.
Our orders shall be confirmed without reservation by the Contractor within 10 working days of receipt of our order. The same applies if our order is based on an offer submitted by the Contractor.
Without prejudice to the foregoing a contract is also concluded by the Contractor accepting our order and accepting the General Terms and Conditions of Purchase by delivering the ordered goods.
Unless explicitly agreed otherwise in writing, all prices shall exclude VAT. Prices offered will be fixed.
If circumstances occur between the order date and the delivery date which have a substantial negative impact on the price for us, we may ask the Contractor for a reasonable adjustment to the price. If we fail to come to an agreement with the Contractor, we shall have the right to rescind the order.
If prices are set in a foreign currency, and if the agreed currency unit is appreciated by more than 3 % after the order placement, we shall have the right to cancel the order or make an appropriate adjustment to the price.
5.Invoices and Terms of Payment
Invoices showing our order number shall be sent to us in duplicate by mail immediately after shipping the goods. Original invoices must never be sent along with consignments. Copies of invoices and partial invoices must be clearly marked as such. All invoices must show separately the legal VAT.
If the invoices do not meet these requirements or if they must be returned for formal reasons (e.g. no order number, no pricing as required, etc.), the terms of payment shall begin upon receipt of the duly corrected invoices.
Payments will be made at our option either on the 15th day of the month following the month of delivery deducting a 3 % discount or net within 9o days using a payment method of our own choice. Payments can be made by cash, check, bankable acceptance or bank transfer.
Complaints and purchase returns shall suspend the payment deadline specified in article 5.2. The period specified in the invoice shall not begin until receipt of the credit note and/or after receipt of the good product.
Payments, whether it is a partial or a final payment, do not affect in any way any claims under guarantee, warranty claims, damages or any other claims. In particular payments shall not be deemed as constituting a confirmation of a proper consignment.
The Contractor may assign accounts receivable only with our express written consent. The Contractor hereby declares his agreement with setting off any amount owing from Client to Contractor or any of its affiliates against any amount payable by the Contractor. We are not obligated to accept cash on delivery consignments.
6.Delivery, Shipment, Packaging
The consignment must conform to all details laid down in our order as to quality, quantity and part consignments. We are not obligated to accept consignments deviating from our specifications.
All consignments must include a fully completed delivery note indicating the exact order data.
Part consignments or remainders of a consignment must be marked as such.
The goods shall be shipped freight paid to us or, if a different destination was agreed, freight paid to the named destination. All ancillary charges shall also be borne by the Contractor.
The goods must be properly and securely packaged. The packaging costs shall be borne by the Contractor. At our request the packaging will pass into our ownership. In the absence of such a request all boxes, pallets, containers, etc. shall be sent back to the Contractor at Contractor’s risk and expense and must be reimbursed to us at full value.
In the case of a fixed-date purchase, the contract will be terminated if the delivery date is not met without setting a final deadline, unless we declare in writing that we wish to receive the consignment although the delivery date was not adhered to.
7.Period for Delivery
The agreed period for delivery and delivery dates must be strictly met.
Agreed periods for delivery shall begin on the date set forth on our order or in the case of a call-off order on the call-off commencement date.
Non-compliance with the delivery time also occurs if the goods show defects that have not been rectified within the agreed period for delivery.
If it is foreseeable for the Contractor that compliance with the agreed periods for delivery and delivery dates is impossible, the Contractor shall notify us thereof in writing without delay, indicating the reasons and the anticipated delay. If the Contractor fails to do that, the Contractor shall be liable for all losses resulting therefrom. The Contractor’s responsibility for due performance of the Contract is not affected thereby.
Upon receipt of a notice as defined by article 7.4. or failure to comply with the delivery date we shall have the right to claim at our option either performance and damages for delay of execution or to rescind the Contract without fixing a time limit and without threat of rescission and claim damages for nonperformance. Additional direct and indirect costs incurred by us therefrom shall be borne by the Contractor. Absence of fault does not relieve the Contractor of liability.
If we care unable to accept the consignment on the delivery date, we shall notify the Contractor no later than 14 (fourteen) days before the delivery date, if possible. In this case the time for performance shall be extended for a period equal to the time lost by reason of the delay. Claims for damages by the Contractor, where legally permissible, are excluded.
8.Passing of Risk
The risk of the goods supplied shall pass to us upon due acceptance at the destination.
9.Material and Documents
Models, tools, molds, dies, drawings and other material or documents provided by us for the Contractor remain under our ownership. Material and documents paid by us in whole or in part for the Contractor pass into our ownership immediately upon completion.
The Contractor shall store, maintain and keep in good condition the material and documents under our ownership and arrange for insurance against all risks at Contractor’s expense.
The material and documents under our ownership shall be treated as strictly confidential and must not be reproduced or published or otherwise be made accessible to third parties or used for any other than the agreed purpose without our written consent. At our request these items shall be surrendered to us at our free disposal without delay.
At our request the Contractor shall submit all plans, design drawings, calculations etc. in triplicate for inspection and approval. We shall treat these documents as confidential and shall not make them accessible to third parties.
We have the right to inspect and constantly monitor the production and/or to reject defective parts during the production. Our inspections and monitoring do not relieve the Contractor of Contractor’s full responsibility.
The Contractor gives warranty for the goods supplied according to the provisions of law. The Contractor is responsible for the explicitly or implicitly guaranteed features. The Contractor guarantees that the goods comply with the state of the art, accident prevention and health and safety regulations, and the generally recognized safety and occupational health regulations.
If the goods are defective, we may at our option demand replacement or correction, price reduction or rescind the Contract. The same applies to major and minor defects and rectifiable and unrectifiable defects. Specifically, we are not obligated to grant the Contractor an extension to correct defects.
If the Contractor fails to complete or complete properly a form of warranty chosen by us within the period set, we may exercise one of the other rights mentioned above.
In urgent cases we shall have the right to rectify the defects without setting a final deadline or to engage a third party to rectify the defects at the Contractor’s expense.
The warranty period for Contractor is 12 months as of the date of goods transfer. In the event of latent defects the warranty period begins when the defect is detected. Latent defects are particularly defects in goods delivered in customary packaging that could not have been discovered when unpacking or checking the goods.
If a defect is caused by a circumstance attributable to the Contractor, or if the delivered product lacks a guaranteed feature, the Contractor shall also be liable for consequential losses resulting from the use of the Contractor’s product or work. The Contractor will indemnify us against all claims of third parties resulting therefrom. The same applies if the warranty claims against the Contractor are already time barred. Our claims for damages, compensation or any other claims in this regard persist regardless of culpability.
We are exempt from the statutory obligation to inspect the delivered goods without delay and to give immediate notice of latent and visible defects.
The cost of returning defective and/or wrongly delivered goods shall be borne by the Contractor.
If the Contractor has given a contractual guarantee exceeding the statutory warranty, the Contractor shall be liable for all disadvantages arising to us from a defective consignment, due to the unconditional guarantee obligation, regardless of culpability.
The guarantee extends also to those parts of the consignment which have been purchased by the Supplier from sub-suppliers.
In the event of substitute delivery and/or correction of parts of the performance, the agreed guarantee periods for the relevant parts starts anew. Claims under guarantees must be asserted no later than six months after the end of the guarantee period.
13.Industrial Property Rights
The Contractor shall be liable for ensuring that the delivered goods and their use violate no patents, trademarks, utility model or any other industrial property rights of third parties in Austria and abroad. The Contractor keeps us indemnified against any claims asserted by a third party without delay.
If one of the contracting parties is prevented from performing its obligations under the contract as required due to an event of force majeure, the other party cannot derive any rights whatsoever therefrom, irrespective of the legal basis.
If events of force majeure lead to curtailment or termination of our production or prevent shipment of the goods or the products manufactured by us to our buyers, we shall be exempt from our obligation to accept and pay the goods so long as and to the extent to which such an event makes an impact. If necessary, the Contractor will store the goods properly at Contractor’s cost and risk in such events until we or our buyers can take charge of the goods.
Events of force majeure include war, civil commotion, act of terrorism, distraint or any other measures taken by the public authorities, strike, lockout and other labor troubles, transport disruption, general shortage of raw materials and supplies, engine trouble, machinery breakdown, discard and other interruptions of operation, natural disasters or any other circumstances beyond the reasonable control of the respective party.
The Supplier undertakes to,
– pursue a policy of precautionary and preventive action to protect the environment,
– deliberately promote environmental awareness,
– develop and promote green technologies.
Moreover, the Supplier undertakes to refrain from manufacturing or selling products that constitute an inadmissible risk to human health and the environment.
We have the right to rescind the Contract, in whole or in part, if one of our buyers, for reasons of model change or other changes in design or technology or for any other reasons beyond our control, cancels the order placed with us or reduces the scope of the contract. In such an event the Contractor shall not be entitled to damages or any other claims.
The Client can transfer the Client’s rights hereunder to a third party only with our written consent.
The Contractor is allowed to make reference to the terms and conditions established with us in advertising material only with our express written consent.
If the Contractor’s creditworthiness deteriorates significantly or if it becomes known to us, after concluding the contract, that the Contractor’s creditworthiness was significantly lower from the start than we had assumed, we shall have the right to terminate the contract with immediate effect. In this case the Contractor must immediately return all production specifications, supplied materials or other material provided to us. This right applies particularly if at least enforcement proceedings are pending against the Contractor or a petition in insolvency was filed.
Should any provision of these General Terms and Conditions of Purchase or the other contractual agreements be or become invalid or unenforceable, that shall not affect the validity of the other provisions. The Parties are obligated to replace an invalid or unenforceable provision by a valid or enforceable provision coming as close as possible to the economic result of the invalid or unenforceable provision.
21.Written Form Requirement
There are no verbal side agreements. Cancellation of or amendments or supplements to this written form requirement or the other contractual conditions shall not be effective unless made in writing and signed by both contracting parties. The same applies to amendments to this written form requirement.
22.Place of Performance and Jurisdiction
The place of performance and jurisdiction for all obligations of both Parties is Mattighofen. We reserve the right to take action against the Client at any other competent court.
The Parties‘ legal relationships are subject to the laws of the Republic of Austria. Application of the Uniform Law on the International Sale of Goods and Law on the Formation of Contracts for the International Sale of Goods is excluded.
EC origin of the ordered goods and the provision of a supplier declaration in accordance with Regulation (EEC) No 1908/73 confirming this origin is a condition of contract. EC origin of the ordered goods is a guaranteed feature as defined by § 922 Austrian Civil Code.