GTC

General Terms and Conditions

General Business Conditions – Conditions of Sale and Delivery


Applicability of these General Business Conditions:

(1)      These Conditions of Sale and Delivery govern all our contractual relationships with purchasers, even if a purchaser refers to deviating or different conditions to which we do not expressly object.

(2)      These Conditions of Sale and Supply govern not only transactions concluded by our confirmations of order, but also all later transactions with the purchaser, unless the applicability of these Conditions of Sale and Delivery or individual provisions thereof are expressly and in writing excluded by us.

Offers and Confirmation of Order:

(3)      All our offers can be revoked by us at any time before acceptance. In case our offer is accepted by the purchaser, the purchase contract shall only be concluded by our sending of our confirmation of order and only on the basis of these Conditions of Sale and Delivery.

(4)      Any oral agreements or promises shall only become binding upon our written confirmation.

Delivery:

(5)      The weight of the products at the time of sending from our place of production shall be the basis for the price calculation.

(6)      In case a purchase contract is to be fulfilled by the delivery of certain quantities to the customer defined by our confirmation of order, any excess delivery or delivery shortfall of to 10 % of the confirmed order quantities are permissible. Any such excess delivery or delivery shortfalls are considered as approved by the purchaser. In case of an excess delivery or of a delivery shortfall, the purchase price shall be adjusted proportionally to the quantity actually delivered. In no case shall the purchaser have the right to raise any further claims against us arising out of a delivery of excess amounts or a delivery shortfall beyond the right to price adjustment.

(7)      If we are dependent upon deliveries of our suppliers in order to make delivery to our customers, in full or in part, we are excused from any obligation of delivery if our suppliers fail to supply us without our fault.

Partial Deliveries:

(8)      Partial deliveries are always permissible, unless we have expressly excluded these in our order confirmation. If we fulfil our obligations by partial delivery, we have the right to decide on the number of partial deliveries and the quantities of the partial deliveries.

Delay in Delivery:

(9)      In case of a delay in delivery as compared to a definitely agreed delivery date, the purchaser has the right to grant a reasonable additional time period of not less than 14 days. If we fail to fulfil our obligations within this additional reasonable time period, the purchaser shall have the right to terminate the purchase contract insofar as it concerns the missing partial delivery. The termination of contract shall be undertaken by registered letter, otherwise it shall not be effective.

(10)    We have the right to make–up the delivery until any declaration of termination is received by us.

(11)    In case the purchaser justifiably and validly terminates an agreement, the respective payment obligation of the purchaser shall lapse.

(12)    Any further claims arising out of a delay in delivery in comparison to a definitely agreed delivery date are excluded, unless we ourselves cause the delay by at least gross negligence; in any case, any delay in delivery of our suppliers shall not be considered as our fault.

Obstacles to Supply

(13)    Any occurrences or circumstances, which make it difficult or impossible for us to fulfil our contractual obligations either temporarily or permanently, in full or in part, give us the right to delay the supply for the term of such obstacle, to limit it respectively or to cancel the purchase contract, in full or in part, as long as such obstacle is not caused by our gross negligence, without the purchaser having the right to claim for damages.

Incoterms:

(14)    Any delivery shall be undertaken on the basis of the Incoterms as set forth in the confirmation order.

Analysis Data and Samples:

(15)    Any analysis data, data sheets or samples provided by us to the purchaser are always only median values. The providing of such data is only for informational purposes concerning the resulting data and values. All samples shall be considered as type-samples.

(16)    By supplying samples and analysis data, we are not providing any guarantees and are making no assurances that a product delivered or to be delivered possesses, contains or has any particular characteristics.

Application Technology Consultation/Advice:

(17)    Exclusively the purchaser is responsible for the application, use and processing of the purchased and delivered products. Our application technology consultation/advice, whether oral or in writing or by results of tests, shall only be considered as non-binding indications. It shall not release the purchaser from its responsibility for deciding on the use/application of the purchased, products for the purposes, processes and uses intended by the purchaser.

Applications and Amendments to Underlying Regulations:

(18)    The purchaser alone shall bear the risk of any changes in legal provisions, for example customs or foreign-exchange provisions, as well as any changes in quality or labelling regulations, also for products, which we ourselves imported, to the extent they occur after we have shipped our products.

Payment:

(19)    The currency both of the contract and of payment shall be EURO.

(20)    Payment shall be made in EURO, and, unless agreed differently, shall be paid without deduction upon invoicing. Any payment term granted to the purchaser in the confirmation of order shall commence upon invoicing.

(21)    We reserve the right to make deliveries only against pre-payment or against granting of security (e.g. bank guarantee). This also applies to deliveries, for which a confirmation of order has already been issued.

(22)    In case a payment delay by the purchaser has occurred in a different transaction, we have the right to stop even confirmed supply obligations.

(23)    If our purchase conditions should change to our disadvantage during a payment delay of the purchaser, we have the right to demand appropriate compensation for such disadvantage from the purchaser.

(24)    In case of payment delay by the purchaser, the invoiced amount – unless a higher default interest is agreed on – shall accrue default interest at the rate of 8 % above the base interest rate published by the Austrian National Bank, beginning with the due dates of the invoice.

(25)    The purchaser shall not be permitted to offset its payment obligations against counterclaims, which we have not acknowledged in writing, or otherwise make the payment dependent on conditions not set by us.

Reservation of Ownership/Title:

(26)    All products delivered to the purchaser shall remain our property until full payment of the purchase price. In case we accept bills of exchange or checks for payment, our reservation of ownership/title shall only end when the purchase price has been fully credited to our account.

(27)    The purchaser shall have the right to sell or process any products delivered subject to our reservation of ownership/title, in its ordinary course of business.

(28)    In case of a re-sale before full payment of the purchase price to us, the purchaser hereby assigns to us any claims arising against its customer from the re-sale and obliges itself to indicate such assignment in its books and to inform the purchaser in writing about the assignment.

(29)    In case products delivered by us are processed, our reservation of ownership/title shall apply proportionally to the sales price of such products, which have been created by this processing and re-sale of the products.

Call and Acceptance:

(30)    Unless agreed differently with the purchaser concerning the timing of the acceptance by the purchaser, the goods ordered and purchased shall be accepted by the purchaser immediately; any products, for which the possibility of call by the purchaser has been agreed, shall be accepted at latest within 6 months.

Cancellation:

(31)    We are not obliged to accept the cancellation of a purchase contract, irrespective of whether it concerns the entire purchased quantity or a partial quantity. We always have the right to demand fulfilment of the entire agreement.

(32)    If we in writing accept a cancellation of a purchase, we are entitled to demand a penalty (liquidated damages) in the amount of 10 % of the contractually agreed amount without any proof of actual damages, in addition we have the right to demand compensation for actual damages (including lost profits).

Liability:

(33)    Defects or missing quantities shall, to the extent they are apparent, by raised immediately after delivery, to the extent hidden defects or missing quantities are concerned at the latest within 5 working days after receipt or after notification that the products have been made available, any such notification shall be in writing and under detailed description, otherwise all claims of the purchaser arising out of a defective delivery are finally barred and forfeited.

(34)    Notifications of defects, which have been raised in an orderly manner and which are adequately substantiated shall be, in our own discretion, be remedied by reduction in price or by exchange or taking back of the rejected goods against credit of the respective purchase price.

(35)    Any damage claims of the purchaser, in particular for consequential damages or for violation of any contractual ancillary obligations shall be excluded in case of damages caused by slight negligence or by force majeure. Any other claims of the purchaser for damages are in any case limited to the amount of the respective invoice.

(36)    Liability for damage to property, which has been caused by a defective product, is excluded.

(37)    Any claims arising out of product liability against us by recourse must be notified to us within two weeks after the purchaser obtains notification thereof, otherwise these claims shall be barred and forfeited.

Requirement of the Written Form:

(38)    Any change to the conditions of a purchase contract must be in the written form in order to be valid. Correspondence concerning the implementation of an agreement will be undertaken in writing and electronically (by e-mail).

Entrepreneur Status:

(39)    The purchaser confirms that it is an entrepreneur within the meaning of the Austrian Commercial Code (UGB). Furthermore it confirms that the transaction hereunder is a transaction for business purposes. The purchaser confirms that it shall in no case conclude an agreement as a consumer within the meaning of the Austrian Consumer Protection Act.

Governing Law:

(40)    The contractual relationship and all agreements concluded in connection therewith shall be governed by the laws of the Republic of Austria, under exclusion of the provisions of the United Nation Convention on Contracts for the International Sale of Goods and under exclusion of all collision norms of conflicts-of-law provisions.

Place of Fulfilment:

(41)    The place of fulfilment for all obligations arising out of the purchase contract is Vienna, Austria.

Place of Jurisdiction:

(42)    For all disputes arising out of or in connection with the contractual relationship, the exclusive jurisdiction of the courts in Vienna, Austria, is agreed. The court in Vienna, which has subject-matter jurisdiction in commercial matters, shall be competent. However, we reserve the right to raise a claim against the purchaser at its general place of jurisdiction.

Vienna, July 2015