Terms and Conditions
1. General Provisions
1.1 Our contractual partners are referred to as "buyers" hereinafter.
1.2 In the interest of our contractual partners, we calculate our prices as tightly as possible. Additionally, we are often dependent on suppliers, and these conditions have already taken that into account. As a result, we only conclude contracts based on the present terms and cannot accept terms that deviate from them. If a buyer presents or attaches such different terms in an individual case, we hereby expressly reject them in advance, and they cannot become part of the contract. In areas covered by these conditions, we do not accept applicable statutory provisions without an agreement, but instead, each contract and any delivery or service is exclusively carried out based on these terms, which we explicitly reference again at the time of delivery or performance.
1.3 We exclusively conduct business with entrepreneurs as defined by consumer protection laws; therefore, these terms do not take consumer protection provisions into account. If a buyer is a consumer in an individual case, any terms conflicting with the mandatory provisions of consumer protection law do not apply exceptionally.
1.4 The invalidity or nullity of individual contractual provisions does not affect the validity of the remaining provisions or the contract.
2. Offers and Contract Conclusion
2.1 Unless otherwise stated, our offers are non-binding.
2.2 Any documents related to our offers, declarations of acceptance, and contracts—particularly illustrations, drawings, and weight specifications—are non-binding unless otherwise agreed upon. We reserve the right to make technical changes.
2.3 Our offers, cost estimates, drawings, and other documents may not be made available to third parties by the buyer and must be treated confidentially. We reserve the right to charge up to €75 per cost estimate if no order is placed.
2.4 An order is considered accepted only when a written confirmation of acceptance has been received. Acceptance can be agreed upon via phone or orally for orders and amendments placed by these means.
2.5 In the event of production-related technical changes, we are entitled to deliver "successor products" in place of the originally offered or agreed products, provided the price of the "successor products" does not exceed the original product price by more than 10%. If the price difference is greater, the buyer will be notified in advance and may choose to either purchase the "successor products" despite the higher price or withdraw from the contract.
3. Prices
3.1 Unless otherwise stated or agreed upon, all prices are ex-warehouse and include standard packaging, but exclude all other costs and charges, including VAT, which must be paid separately by the buyer and are listed in euros (EUR).
3.2 All prices are based on the material costs, wages, and government taxes in effect on the day before: a) the creation of the offer, if we issue one; b) the issuance of our acceptance declaration (order confirmation) in the case of correspondence-based contracts; or c) the contract conclusion, if it does not occur in correspondence form. Should any of these factors change by the delivery date, we are entitled to adjust the prices accordingly.
3.3 Packaging beyond standard packaging will be charged at cost and will not be taken back.
4. Delivery and Transfer of Risk
4.1 The delivery deadlines or dates we specify or confirm are non-binding and do not constitute fixed deadlines.
4.2 Delivery deadlines start no earlier than the date of contract conclusion (typically upon receipt of the acceptance declaration) and in no case before the clarification of all technical and commercial details or the receipt of agreed-upon advance payments or securities.
4.3 Delivery hindrances or delays due to force majeure, border closures, strikes, lockouts, delivery delays from suppliers, and similar events extend the delivery period or date accordingly, releasing us from earlier delivery obligations and related liability.
4.4 If agreed delivery deadlines or dates are exceeded, the buyer must grant us a reasonable grace period of at least eight weeks (three months in cases under Section 4.3); this must be done via registered letter. The buyer may not withdraw before this grace period expires.
4.5 We are entitled to make partial deliveries and treat such partial deliveries as independent deliveries.
5. Transfer of Risk and Insurance
5.1 The transfer of risk occurs upon the handover of the goods to the buyer or the first carrier at our warehouse.
5.2 In the event of acceptance delay, we are entitled (without prejudice to our other rights) to store the goods at the buyer's cost and risk either at our premises or with third parties. In such cases, the transfer of risk occurs on the day of storage, and the purchase contract is deemed fulfilled by us.
5.3 The transfer of risk occurs independently of who bears the transport costs.
5.4 Insurance of the delivery goods will only be provided upon explicit instruction and at the buyer's expense.
5.5 If we transport the goods to the destination and/or install them there (without handing them over to a carrier), the transfer of risk occurs either upon completion of our installation work or upon the handover of the goods to the buyer or a third party at the destination, depending on which occurs first.
5.6 Any return of goods is always at the buyer's expense and risk.
6. Warranty
6.1 Unless otherwise agreed, the warranty period is two years and begins on the date of risk transfer, regardless of the date the goods are put into operation.
6.2 Under the warranty, we are obligated to repair or replace any parts that, within the warranty period, become unusable or significantly impaired due to circumstances existing before the warranty period started, such as defective design, poor materials, or faulty workmanship. The choice between repair and replacement is ours. The buyer must provide us with the opportunity, required time, and access to the goods for all necessary repair work, including the installation of replacement parts, and if requested, provide assistance. If the goods can be returned to our warehouse for repair or replacement without significant effort (beyond transportation costs), the buyer is required to do so.
6.3 All warranty claims against us expire if: a) the buyer initiates unauthorized alterations or repairs; b) goods are assembled, set up, or installed by anyone other than us, the manufacturer, or an expressly authorized third party; c) the goods have been handled or processed by the buyer or third parties; or d) we are denied the opportunity to repair or replace the goods.
6.4 A prerequisite for all warranty claims is the prompt and substantiated reporting of defects, which must always be in writing.
6.5 Any claims for a reduction in price by the buyer are expressly excluded.
6.6 Claims are further excluded for any damage to the goods not caused by us, particularly because of incorrect or negligent handling, excessive stress, unsuitable operating equipment, faulty construction or installation work, unsuitable locations, chemical, electrochemical, or electrical influences, or improper operation. In this context, it is emphasized that we assume our buyers are professionals aware of all conditions and requirements for the proper handling of the goods.
6.7 The installation and repair of machines and devices (outside warranty work) are carried out exclusively at the buyer's risk, and no warranty claims arise from such activities.
6.8 We do not provide any warranty for the usability of the goods.
6.9 It is expressly stated that we provide only the statutory warranty according to Austrian law and do not grant any additional guarantees.
7. Liability for Damages
7.1 Claims for damages against us are excluded unless we are guilty of gross negligence.
7.2 Liability for indirect and consequential damages (including material and energy expenses, labor costs, production downtime, damage to other property, lost profits, and costs related to delivery, installation, or repair) is excluded. Any claims for delay damages are also excluded.
7.3 Regarding product liability claims:
a) If no specific legal provisions on product liability exist at the place where the damage occurs, claims against us may only be asserted to the extent that they are not excluded by Sections 7.1 to 7.3.).
b) If special product liability laws exist, claims are excluded insofar as they do not conflict with mandatory statutory provisions.
c) Product liability claims for property damage suffered by an entrepreneur are excluded in any case.
8. Withdrawal from the Contract
8.1 If a service we have undertaken becomes impossible, both the buyer and we may withdraw from the contract. In the case of partial impossibility, the right to withdraw is limited to the part of the service that has become impossible, provided that the remaining delivery is usable by the buyer. Upon withdrawal, the contract is terminated without further claims between the parties.
8.2 If there are doubts about the buyer's ability to pay, or in the event of the initiation of insolvency proceedings (of any kind) over their assets, we may demand advance payment or security. If these are not provided within the statutory period, we may withdraw from the contract, reserving all damage claims.
8.3 We may also take such action if the buyer is in default of payment, including defaults related to other obligations they have with us.
9. Payment Terms
9.1 Unless otherwise agreed, our invoices are payable within 15 days with a 2% discount or within 30 days net. The periods start from the issue date specified on the invoice.
9.2 If we exercise our right to make partial deliveries, we are also entitled to treat each partial delivery as an independent delivery for billing and payment purposes.
9.3 Payments are considered made only when they are credited to our account. Cheques or bills of exchange are accepted only for payment purposes and do not constitute a deferral of payment. The costs of discounting or collecting such instruments are borne by the buyer.
9.4 Transfer fees (including bank charges) are always at the buyer's expense. The payment amount must be received by us without deductions.
9.5 In case of late payment, we may charge interest on arrears from the due date at 2% above the customary bank rate, plus VAT.
9.6 The buyer must reimburse all costs associated with the collection of a due debt, including pre-litigation costs and dunning fees.
9.7 The buyer is not entitled to withhold payments (even for open warranty claims) or offset them against our claims.
9.8 Payments are always applied first to incidental charges, then to interest, and finally to the principal amount. If multiple debts are outstanding, payments are applied to the oldest debt. If there are both secured and unsecured claims, payments are first applied to the unsecured claims.
10. Retention of Title
10.1 Goods we deliver remain our property until the full purchase price is paid, even if installed, processed, or modified. In the case of processing,
co-ownership arises in proportion to the value of our goods compared to other goods and services.
10.2 During the period of our retained ownership, the buyer is required to insure the goods at their own expense against elemental damage and theft, up to the value of the purchase price.
10.3 The buyer is prohibited from pledging, transferring as security, or otherwise disposing of the goods, except for resale in the ordinary course of business.
10.4 We must be notified immediately of any third-party claims on our retained goods (especially in the case of enforcement by third parties), so we can assert our property rights. The buyer must bear the costs incurred in asserting our ownership rights, to the extent that these cannot be recovered from third parties.
10.5 It is expressly stated that full payment of the purchase price is achieved only after all our claims, including incidental charges, have been settled, and the acceptance of cheques or bills of exchange does not constitute payment.
11. Jurisdiction and Place of Performance
11.1 The exclusive place of jurisdiction for all disputes arising from a business transaction with us is Vienna, but we reserve the right to sue at the buyer's place of business.
11.2 The place of performance for all deliveries, services, and other obligations is Vienna.
12. Applicable Law
12.1 All contractual relationships with us are subject exclusively to Austrian law.
13. Final Provisions
13.1 If our contracts and these terms do not contain specific provisions, Austrian legal norms—particularly the Commercial Code—apply in their current form. The provisions of the Uniform Sales Law regarding damages are expressly excluded.
13.2 Amendments and additions to contracts concluded with us must be in writing to be effective, with confirmation by us sufficing. Deviations from this formal requirement must also be in writing.
13.3 If we refer to Incoterms in our contracts, we mean INCOTERMS® 2020.
13.4 The invalidity of individual contractual provisions does not affect the validity of the remaining provisions or the overall contract. Invalid provisions are to be replaced by those that correspond to the commercial content of the invalid provision and would have been agreed upon by the parties at the time of the contract's conclusion.
13.5 Any surcharges for small quantities can be found in the relevant price lists.
Version 2020