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General Terms and Conditions
§ 1 Scope of Application
These sales conditions apply exclusively to entrepreneurs, legal entities under public law, or public law special assets within the meaning of § 310 paragraph 1 of the German Civil Code (BGB). Conditions of the customer that conflict with or deviate from our sales conditions are only recognized if we expressly agree to their validity in writing.
These sales conditions also apply to all future transactions with the customer, as long as it concerns legal transactions of a similar nature (it is advisable to attach the sales conditions to the order confirmation in every case).
Individual agreements made with the buyer (including side agreements, supplements, and amendments) take precedence over these sales conditions in every case. The content of such agreements is determined by a written contract or our written confirmation, unless proven otherwise.
§ 2 Offer and Contract Conclusion
If an order is considered an offer within the meaning of § 145 BGB, we may accept this offer within two weeks.
§ 3 Provided Documents
We retain ownership and copyright to all documents provided to the customer in connection with the order—whether in electronic form or otherwise—such as calculations, drawings, etc. These documents may not be made available to third parties unless we give our express written consent. If we do not accept the customer's offer within the period mentioned in § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
Unless otherwise agreed in writing, our prices are ex-works, excluding packaging, and we do not charge VAT due to our small business status. Packaging costs will be invoiced separately.
Payment for the purchase price must be made exclusively to the account specified on the reverse side. A deduction of discounts is only permitted with a special written agreement.
Unless otherwise agreed, the purchase price is due for payment within 10 days after delivery (alternatives: "The purchase price is payable within 21 days after invoicing" or "The purchase price is payable by [specific date]"). Default interest will be calculated at 8% above the current base interest rate per year (see Annex 1). The assertion of a higher default damage remains reserved.
If no fixed price agreement has been made, reasonable price changes due to changes in wages, material, and distribution costs for deliveries occurring 3 months or later after the conclusion of the contract remain reserved.
§ 5 Right of Retention
The customer is only entitled to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
§ 6 Delivery Time
The commencement of the delivery time specified by us requires the timely and proper fulfillment of the customer's obligations. The defense of an unfulfilled contract remains reserved.
If the customer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or deterioration of the purchased goods passes to the customer at the moment they are in default of acceptance or debtor default.
In case of delivery delay caused by us not being deliberate or grossly negligent, we are liable for each completed week of delay with a lump sum compensation of 3% of the delivery value, but no more than 15% of the delivery value.
Further statutory claims and rights of the customer in case of delivery delay remain unaffected.
§ 7 Transfer of Risk in Case of Shipment
If the goods are shipped at the customer’s request, the risk of accidental loss or deterioration of the goods passes to the customer with the dispatch of the goods to the customer, at the latest when the goods leave the factory/warehouse. This applies regardless of whether the shipment of the goods is from the place of performance or who bears the freight costs.
§ 8 Retention of Title
We retain ownership of the delivered goods until full payment of all claims arising from the delivery contract has been made. This also applies to all future deliveries, even if we do not expressly invoke this clause each time. We are entitled to reclaim the goods if the customer behaves in breach of contract.
The customer is obliged to treat the goods with care until ownership has passed to them. In particular, they must insure the goods at their own expense against theft, fire, and water damage to the new value (note: this is only allowed for the sale of high-quality goods). If maintenance and inspection work is required, the customer must carry it out at their own expense in a timely manner. As long as ownership has not passed, the customer must inform us immediately in writing if the delivered item is seized or subject to other third-party interventions. If the third party is unable to reimburse us for the court and out-of-court costs of a lawsuit according to § 771 ZPO, the customer is liable for the loss we incur.
The customer is entitled to resell the goods subject to retention of title in the ordinary course of business. The customer hereby assigns to us any claims against the purchaser from the resale of the goods subject to retention of title in the amount of the invoice amount agreed with us (including VAT). This assignment applies regardless of whether the goods are resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer fulfills their payment obligations from the collected proceeds, is not in default of payment, and in particular, no application for insolvency proceedings has been filed or there is no suspension of payments.
The processing or transformation of the purchased goods by the customer always occurs in our name and on our behalf. In this case, the customer’s right to the goods continues in the transformed item. If the purchased goods are processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the objective value of our purchased goods relative to the other processed items at the time of processing. The same applies in case of mixing. If the mixing occurs in such a way that the customer’s item is considered the principal item, it is agreed that the customer transfers proportional co-ownership to us, and the sole or co-ownership thus created is held in trust for us. To secure our claims against the customer, the customer also assigns to us any claims arising from the connection of the goods subject to retention of title with real property against a third party; we accept this assignment now.
We undertake to release the securities to which we are entitled upon the customer’s request, provided that their value exceeds the secured claims by more than 20%.
§ 9 Warranty, Complaint, and Recourse/Manufacturer's Regress
Warranty rights of the customer require that the customer has properly fulfilled their inspection and complaint obligations under § 377 HGB.
Warranty claims expire 12 months after delivery of the goods to our customer. The statutory limitation period applies to claims for damages in cases of intent and gross negligence, as well as in cases of injury to life, body, and health that are based on an intentional or negligent breach of duty by the user. (Note: In the case of the sale of used goods, the warranty period may be completely excluded, except for the damage claims mentioned in sentence 2).
Where the law stipulates longer periods according to § 438 paragraph 1 number 2 BGB (buildings and items for buildings), § 445 b BGB (recourse claim), and § 634a paragraph 1 BGB (construction defects), these periods apply. Before returning the goods, our consent must be obtained.
If, despite all due care, the delivered goods have a defect that was already present at the time of transfer of risk, we will either repair the goods or deliver replacement goods at our discretion, provided that a timely complaint has been made. We must always be given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by this regulation.
If the remedy fails, the customer may—without prejudice to any claims for damages—withdraw from the contract or reduce the compensation.
Warranty claims do not exist in the case of only insignificant deviation from the agreed condition, only insignificant impairment of usability, natural wear and tear, or damage that occurs after the transfer of risk due to improper or negligent handling, excessive use, unsuitable operating resources, poor construction work, unsuitable building ground, or special external influences that were not assumed in the contract. If the customer or a third party improperly carries out repair work or alterations, no warranty claims exist for these and the resulting consequences.
Claims of the customer for the expenses necessary for the remedy, especially transport, travel, labor, and material costs, are excluded insofar as the expenses are increased because the goods delivered by us have been transported to a location other than the customer’s establishment, unless the transport corresponds to their intended use.
Recourse claims of the customer against us exist only insofar as the customer has not made any agreements with their purchaser beyond the statutory mandatory warranty claims. The scope of the customer's recourse claim against the supplier also applies to paragraph 6 accordingly.
§ 10 Miscellaneous
This contract and all legal relationships of the parties are subject to the law of the Federal Republic of Austria, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
Place of performance and exclusive court jurisdiction for all disputes arising from this contract is our place of business, unless otherwise stated in the order confirmation (note: the use of this clause is not permitted if at least one of the parties is a company not registered in the commercial register).
All agreements made between the parties for the execution of this contract are laid down in writing in this contract.