Terms and conditions
- Our company’s deliveries, services and offers shall be based exclusively on these General Terms and Conditions; any opposing or supplementary conditions of the Customer shall not apply, unless we have agreed to their validity in writing. We do not consider the contract to be fulfilled if there is any deviation from our Terms and Conditions. These Terms and Conditions shall also apply to any further legal transaction between the contracting parties.
- As soon as the Customer places an order or receives and signs the delivery notes of our company, our representatives or our carriers, or, at the latest, as soon as the products have been collected, and/or a service performed, these Terms and Conditions are deemed accepted. In case of conflict between the General Terms and Conditions of the Customer and those of our company, the General Terms and Conditions of our company prevail.
- Conclusion of Contract
- A contract proposal by a Customer shall require a confirmation of order. The dispatch of the goods ordered by the Customer also results in stipulation of contract. If we are made an offer, then the tenderer is bound to an adequate period of at least 8 days from receipt of the offer.
- Our offers are not binding. Their acceptance and all orders have to be confirmed in writing or by fax by our company to acquire legal validity.
- The information, drawings, images and data contained in our leaflets, catalogues, circulars, announcements, price lists or in the offer are not binding unless expressly specified in the confirmation of order.
- Unless otherwise stated, all our prices are exclusive of VAT.
- We reserve the right to change at any time and without prior notice the prices quoted in price-lists or catalogues. Unless otherwise mentioned, our company is bound to the prices quoted in its offer for a period of 30 days from the date of the offer. Unless otherwise agreed, all our prices shall be deemed to be ex-works from our plant. Transport or transport insurance will be arranged only if specifically requested by the Customer and at the Customer’s expenses.
- Default of Payment, Interests on Arrears
- If nothing different has been agreed, our invoices shall be paid in cash on transfer of the goods. Deduction of discount shall require a prior written agreement. In the event of arrears in payment, including arrears in payment by instalments, any discount agreements shall become void. Payments made by the Customer shall not be recognized as carried out until they have been credited to our business account.
- If the Customer is in arrears with payment, we shall have the right – at our discretion – to demand compensation for the losses actually incurred, or to charge interests on arrears at the statutory rates. If the Customer is in arrears with payment, our company is entitled to charge compound interests from the delivery date.
- Our invoices are deemed accepted, if not contested in writing within 30 days after invoice date.
- The Customer shall have no right of retention over any transactions resulting from the present business relation. A set-off of claims is only possible if the Customer’s counter-claims are undisputed and recognized by our company or by declaratory judgement.
- Withdrawal from the Contract
- In the case of delayed acceptance (Point VII.) or other substantial reasons, such as Customer’s bankruptcy or rejection of a petition for bankruptcy on the grounds of insufficient assets, or arrears in payment by the Customer, we are entitled to withdraw from the contract provided that it has not yet been fully performed by both parties. In the event of a withdrawal where the Customer is at fault, we may at our discretion demand a fixed rate of damages of 15% of the gross invoice amount or compensation for the loss actually incurred. If the Customer is in arrears with payment, we shall be released from any further obligations to perform and deliver, we shall have the right to hold back outstanding deliveries or services and to demand payment in advance and/or warranty deposits, or to rescind the contract after setting a reasonable extended time limit. If the Customer rescinds the contract without just cause or demands its cancellation, we shall have the right to demand the fulfillment of the contract or to agree to its cancellation. In the latter case, the Customer shall be obligated at our discretion to pay either a fixed rate of damages – 15% of the gross invoice amount – or compensation for the loss actually incurred.
- Costs of Reminders and Collection
- In the case of arrears in payment, the contractual partner (Customer) is bound to reimburse the creditor for the costs incurred for reminders and collection of credits, insofar as these are necessary for appropriate prosecution; in this case, the Customer is bound in particular to reimburse at a maximum the fee charged by the collection agency employed that derives from the BMWA (Bundesministerium für Witschaft und Arbeit, Federal Ministry of Economics and Labour) regulations, stating maximum rates of payment chargeable by collection institutes. If the creditor operates the reminder system itself, the debtor shall undertake to pay an amount of € 10,90 for each reminder issued, and an amount of € 3,63 half-yearly for keeping a record of the debt relationship within the register of reminders.
- Delivery, Delayed Acceptance
- If the performance/delivery is delayed due to force majeure or other unforeseen contingencies, including, but not limited to, unforeseen difficulties in finding materials, company difficulties, strikes, lock-outs, shortages of staff or of means of transport, acts of public authorities, etc. also if these events occur by our carriers or by their own sub-carriers, we are released from our obligation to comply with the agreed deadlines and dates, even though these had been declared as being binding. Such events entitle us to suspend delivery and/or service for as long as they last, or to withdraw in full or in part from the contract owing to non-performance of part of it.
- If we do not comply with the agreed and binding deadlines or dates, the Customer is not entitled to claim for compensation of damages thus arising, unless the delay is due to gross negligence or intent on the part of our company, of our legal representatives or of our staff.
- In the event the Customer has not accepted the goods as agreed (delayed acceptance), we shall, after failure to meet an extended time limit, either store the goods on our premises and charge a storage fee of 0.1% of the gross invoice amount per calendar day, or store the goods by an authorized business and at the Customer’s own expenses and risks. At the same time, we are entitled to either demand the fulfillment of the contract or – after setting a reasonable extension period of at least 2 weeks – to withdraw from the contract, and use the goods elsewhere.
- Transfer of Risk
- The transfer of risk to the Customer shall take place as soon as the goods are given to the person in charge of the transport, or as soon as they leave the warehouse in order to be delivered. If delivery cannot take place for reasons which are not due to our responsibility, risk transfers to the Customer, who will be informed that the goods are ready for delivery.
- The Customer shall immediately check that the goods have not been damaged during transport. In case the Customer notices any damages, he/she shall provide both the transport company and us with a written report about the damages.
- Place of Performance
- The place where the contract is fulfilled is our company’s registered office.
- Minor Alterations
- If the matter is not a consumer transaction, minor or reasonable alterations to our services and/or delivery obligations come into effect as approved beforehand.
- Product Liability
- According to § 12 of the Product Liability Act (Produkthaftungsgesetz), the right to demand for recourse is excluded, unless the beneficiaries of the recourse can prove that the fault was caused in our sphere of responsibility or is attributable to gross negligence on our part.
- Reservation of Title and its Enforcement
- All goods supplied shall remain our property as reserved propertyshall notify such party of our property and must inform us without delay. If the Customer is a consumer, or is not a juridical person, and the trade of our products is among his/her usual activities, he/she cannot dispose of the goods subject to reservation of title until full payment of the demanded retail price has been received. In particular, he/she cannot sell them, pawn them, give them as a present or loan them. The Customer bears full risk for the goods subject to reservation of title, especially as far as their loss or deterioration are concerned.
- until full payment is carried out. When enforcing the reservation of title, the contract may be rescinded only if this is explicitly stated. If goods are returned, we are entitled to charge any incurred transport and manipulation expenses. In the event of any third party action against our goods – especially attachment - the Customer
- Credit Assignment
- In the event of a supply subject to reservation of title, the Customer now assigns his/her credits towards a third party to us, as long as these derive from the sale of our products, until full payment of our credits has been carried out. If demanded to, the Customer must notify us of the names of the purchasers and must inform them of the assignment without delay. In particular, the assignment must be entered on the debit side of the account book and must be evident to the purchaser in delivery notes, invoices etc. If the Customer is in arrears with his/her payments to us, his/her proceeds of sale are to be kept separately and the Customer shall hold them only on our behalf. Possible claims towards an insurance company are now assigned to us in accordance with § 15 of the German Insurance Contract Act. Any credits towards us cannot be assigned without our explicit consent.
- We guarantee that our products are free from any material and/or manufacturing defect. Warranty starts from delivery date. Any defect of the goods must be notified us by the Customer in writing and without delay, in any case within one week from the receipt of goods. If, despite a thorough first inspection, a hidden defect is found after seven days from receipt, the Customer must inform us in writing without delay.
- In case of a validated claim of warranty, we shall be granted the right to remove the defect. No further compensation for damages is possible.
- If the matter is not a consumer transaction, and the contract has not been rescinded, a validated claim of warranty entitles the Customer to retain an appropriate portion of the invoice gross amount, not the entire amount.
- Applicable Law; Place of Jurisdiction
- The contractual relationships shall be governed exclusively by Austrian law, without recourse to the United Nations Convention on Contracts for the International Sale of Goods (CISG). The contract language is German. Contracting parties agree on adopting Austrian domestic jurisdiction. If the matter is not a consumer transaction, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the competent local court in our company’s domicile.
- If a clause in this Agreement, or in other agreements between the parties, should be or become invalid, this shall not affect the validity of the remaining clauses or of any of the agreements.
- Data Protection, Change of Address, and Copyright
- The Customer allows us to collect, store and process his/her personal data for the fulfilling of this agreement. As long as the legal transaction is not completely fulfilled by both parties, the Customer shall notify us of any change in his/her home and/or business address. In case the Customer fails to do this, any possible notification will be considered as delivered, even if they were sent to the last known address.
- Plans, drafts and other technical documents, as well as samples, catalogues, prospectuses, copies and the like will always remain our intellectual property; the Customer has no copyright on them and cannot exploit them in any possible way.
Final clause on a separate sheet:
By signing I hereby confirm that the sentences in bold – included in the General Terms and Conditions – have been drawn to my attention.
Place and date: ……………..………...................
The English translation has no legal value. It is only meant to inform the English reader. For any legal transaction with SpriZZerò GmbH & Co KG only the German version of the General Terms and Conditions is valid.