General Terms & Conditions of Business

 

 

Scope

 

 

These General Terms and Conditions of Delivery shall apply unless otherwise explicitly agreed by the Parties in writing. No provisions of the Buyer that are contrary to or divergent from these Terms and Conditions of Delivery shall be recognised. These Terms and Conditions of Delivery of the Seller shall also apply if the Seller unconditionally executes delivery to the Buyer in the knowledge of any provisions of the Buyer that are contrary to or divergent from these Terms and Conditions of Delivery. Any agreements made orally or by telephone by field or office staff shall require written confirmation of the management in order to be valid. The Conditions of Delivery are designed for legal transactions between businessmen as defined by Section 1 HGB (Commercial Code). If, by way of exception, they are to apply to legal transactions with consumers as defined by Section 1 KSchG (Consumer Protection Act), they shall apply only to the extent that they do not contradict the provisions of this Act. The following provisions pertaining to delivery of goods shall also apply analogously to other services rendered by the Seller. The Conditions of Delivery shall also apply to future transactions with the Buyer.

 

 

Quotation

 

 

The Seller‘s quotations shall be provisional and without obligation. The order signed by the Buyer is a binding offer. The Seller shall be entitled to accept this offer within four weeks by sending an order confirmation or sending the Buyer the ordered goods within this period.

 

 

Pricing - terms of payment

 

Unless otherwise specified in the order confirmation, prices shall be ex Seller‘s works without packaging and without shipping. This shall be invoiced separately. As of an agreed net value of goods, deliveries shall be free Buyer‘s address, but shall not include any unloading or carrying. Express deliveries by rail and parcel service deliveries shall always be at the Buyer‘s expense. The Seller shall reserve the right to increase prices by a reasonable extent if costs increase after conclusion of the contract, particularly due to collective agreements or material price increases. If the contract is concluded without indication of prices, the sales prices at the date of delivery shall be invoiced. Prices shall not include statutory value added tax.

Weitzer Parkett GmbH & Co KG is authorized to convey invoices in electronic form to its clients / customers also. The client / customer explicitly complies with the conveyance of invoices in electronic form by Weitzer Parkett GmbH & Co KG.
The statutory amount of this tax applicable at the date of invoicing shall be indicated separately on the invoice. Unless otherwise specified in the order confirmation, payment for our delivery shall be due immediately and without any deductions upon receipt of the invoice. Payment by bill or cheque shall not be fulfilled until the bill or cheque has been honoured. Any payments received shall firstly be used to cover any ancillary costs (default interest, dunning, collecting and other expenses). The remaining amounts shall be credited to the oldest accounts receivable for deliveries and services. If there are any discountable invoices on the basis of a separate agreement, deductions for discounts shall only be accepted if payment is made within the set period, if the deductions conform to the agreement, and if the Seller has no other outstanding accounts receivable from the Buyer. The Buyer shall not be entitled to withhold payments due to warranty claims or other counter-claims not recognised by the Seller. If the Buyer defaults on an agreed payment or other performance, the Seller shall be entitled to insist on fulfilment of the contract and

– postpone performance of his own obligations until the outstanding

payments have been made or other performance has been made,

– apply a reasonable extension of the date for delivery,

– demand payment in full of the outstanding purchase price,

– as of the due date, demand default interest in the amount of 5 %

   above the primary rate of the Austrian banks, and demand reim  

   bursement of all costs incurred in obtaining performance

   (payment) from the Buyer,

– or, after granting a reasonable additional period, withdraw from

   the contract.

 

If the Seller demands payment in full of the outstanding purchase price due to default of payment, and if the Buyer nevertheless fails to make payment of this debt or render other performance, the Seller shall be entitled to withdraw from the contract by giving written notification. In this event, the Buyer shall be obliged, at the Seller‘s request, to return to the Seller any goods that have already been delivered and to reimburse to him the incurred depreciation in value of the goods, and reimburse to him all expenses incurred by the Seller in executing the contract. In the event that no goods have been delivered, the Seller shall be entitled to provide the finished or partially finished parts to the Buyer and demand payment of the appropriate proportion of the purchase price.

 

Retention of title

 

The Seller shall retain title to the object of purchase until the Buyer has completely fulfilled all of his obligations, including any interest, expenses and costs. In the event that the object of purchase is seized or otherwise attached, the Buyer shall be expected to assert the Seller‘s title and to notify the Seller immediately in writing. The Buyer shall been titled to resell the object of purchase in the due course of business. In the event that the goods are resold, however, the Buyer shall be obliged to retain title to the purchase goods until payment in full has been made. At this point, the Buyer shall already assign to the Seller the amount receivable from his customer up to the amount of the still out-standing purchase price. The Buyer undertakes, on the one hand, to notify his customers immediately in writing of this assignment upon conclusion of the resale and, on the other hand, to notify the Seller of the name and address of the customer and of the amount of his account receivable from the customer. The Seller shall be entitled to avail himself of the assignment at any time and to collect the debt himself. The Buyer undertakes to treat the object of purchase carefully and to insure it sufficiently at replacement value at his own expense against damage caused by fire, water and theft. Processing or transformation of the purchase object by the Buyer shall always be performed for the Seller. If the purchase object is processed together with other objects that do not belong to the Seller, the Seller shall acquire co-ownership of the new object in proportion of the value of the purchase object to the other processed object sat the time of processing. The same shall apply to the object created by processing as applies to the objects of purchase delivered with reservation of title.  We expressively state that even processed goods remain our property until they are paid.

 

 

Delivery

 

Unless otherwise agreed, the period for delivery shall commence on the latest of the following dates:

– date of order confirmation

– date of fulfilling all of the technical, commercial and financial

conditions incumbent on the Buyer

– date at which the Seller receives a down payment to be paid before

delivery of the goods or a letter of credit is opened.

In the event of subsequent modifications to the contract that may impact on the delivery period, the delivery period shall be extended appropriately unless special agreements have been made on this point. If delivery is delayed due to the occurrence of unforeseen, extraordinary circumstances, regardless of whether with the Seller or with a supplier, (for example, interruption of operations, official action, war, blockade, riot, delay in delivery of essential raw and construction material, energy supply difficulties, force majeure), the delivery period shall be extended, if delivery or performance does not become impossible, by a reasonable period. If delivery or performance is rendered impossible by the aforementioned circumstances, the Seller shall be released from the obligation to deliver. These provisions shall also apply in the event of strike or lockout. If, in this event, the delivery period is extended or the Seller is released from the obligation to deliver, the orderer shall not be entitled to derive any claims for damages here from. If the obstruction persists longer than three months, the Buyer shall be entitled, after granting a reasonable additional period, to withdraw from the as yet unfulfilled part of the contract. If the Seller is responsible for a delay in delivery, the Buyer shall be entitled to demand performance or, after granting a reasonable additional period for delivery, to withdraw from the contract. If the additional period granted by the Buyer is exceeded due to the fault of the Seller, the Buyer shall be entitled to withdraw from the contract with regard to all as yet undelivered goods and all delivered goods that can-not be used appropriately alone and without the undelivered goods by giving written notification. In this event, the Buyer shall be entitled to reimbursement of payments made for the undelivered goods or for the unusable goods and, if the delay in delivery is due to gross negligence of the Seller, to reimbursement of justified expenses which he had to make until the annulment of the contract and for the execution thereof. The Buyer shall be obliged to return any delivered and unusable goods to the Seller. All other claims of the Buyer vis-à-vis the Seller due to the Seller‘s delay in delivery, particularly claims for damages due to non-performance, shall be expressly excluded. If the Buyer fails to accept the goods delivered under the contract at the place and time agreed in the contract, the Seller shall be entitled to demand performance or, after granting a period for acceptance, to withdraw from the contract. In this event, the Seller shall be entitled to demand the damages incurred by him, including any additional expenses, from the Buyer. In this event, the risk of accidental perishing or accidental deterioration of the purchase goods shall pass to the Buyer at the date at which the Buyer fails to accept delivery. The Seller shall be entitled to make partial and advance deliveries. We point out that our deliveries take place in compliance with the terms of business of our company exclusively; any possible regulations to the contrary cannot be accepted whatsoever.  In case you do not agree with this procedure you have the possibility to cancel your order within 3 days as of the purchase order date. After this time limit has expired your order is binding.

 

 

Returns

 

Returns shall only be accepted within eight weeks as of the date of invoice. No returns shall be accepted after this date. Sales promotion products, special products and custom-made products may not be returned. Only faultless goods in undamaged original packaging shall be accepted as returns. A 20 % handling charge shall be invoiced up to a net invoiced value of goods of EUR 100.00; above that value, the handling charge shall be 10 %. The sender shall always bear the shipping costs of return delivery.

 

 

Warranty and liability

 

In accordance with the following provisions, the Seller shall give warranty for any faults impairing merchantability that are due to a fault in design, material or workmanship. The warranty obligation shall only exist for such faults that occur during a period of twenty-four months (warranty period) as of the date of passing of risk or, in the case of delivery with installation, as of the completion of assembly. The Buyer undertakes to notify any apparent faults detected at acceptance immediately in writing, describing the type and extent in detail, and to have such faults confirmed by the deliverer. The following periods for complaints shall apply in the event of undamaged packaging but damaged contents:

postal and parcel services, twenty-four hours as of acceptance; shipping companies and rail, seven days as of acceptance.

In these cases, too, faults must be notified in writing, giving details of the type and extent of the faults. If the above periods for notification are not observed, the shipping company shall not be liable for damages. In the event of a complaint, the Buyer shall be obliged to first accept the goods and to unload and store the goods with due care and at his own risk and cost. If the faults are to be remedied by the Seller, the Seller shall be obliged, at his option, to:

– remedy the faulty goods on site;

– have the faulty goods or the faulty parts returned for rectification;

– replace the faulty parts.

Rectification of faults shall not extend the warranty period. If the Seller has the faulty goods or parts returned for rectification or replacement, the Buyer shall assume the costs and risk of shipment, unless otherwise agreed in writing. Return of the rectified or replaced goods or parts to the Buyer shall be at the Seller‘s cost and risk, unless otherwise agreed. The faulty goods or parts replaced in accordance with this section shall be available to the Seller. The Seller shall only assume the costs of rectification of faults per-formed by the Buyer himself if he has given his consent hereto in writing. The Seller shall only give warranty for such faults that occur under the agreed operating conditions and in the normal course of use. He shall not give warranty for any faults that occur due to incorrect set-up by the Buyer or his authorised representative, incorrect maintenance, incorrect repairs or repairs performed without the Seller‘s written consent, or changes made by third parties, or due to normal wear and tear. The Seller shall only give warranty for parts of the goods that he has purchased from third parties to the extent of the warranty claims due to him vis-à-vis the sub-contractor. If the Seller manufactures goods on the basis of the Buyer‘s construction specifications, drawings or models, the Seller‘s liability shall not include the correctness of the design, but rather the fact that execution of the goods was performed to the Buyer‘s specifications. In such cases, the Buyer undertakes to indemnify the Seller against any violation of industrial property rights. The Seller shall not give warranty for the acceptance of repair jobs in the event of modifications or conversions of all goods, including third-party goods, or in the event of delivery of used goods. Unless otherwise deriving from these provisions, all further claims by the Buyer, on whatever legal grounds, shall be excluded. The Seller shall hence not be liable for any damage that is not incurred on the delivered goods themselves, also, particularly, not for loss of profit or other pecuniary loss of the Buyer. In any case, all warranty claims shall be limited to the purchase price to be paid by the Buyer. As of commencement of warranty, the Seller shall assume no liability exceeding the liability specified in this section. He shall also not be liable for any faults originating before the date of the passing of risk. The object of purchase shall only offer the safety that may be expected on the basis of approval regulations, operating instructions, Seller instructions concerning handling of the object of purchase, particularly with regard to any prescribed inspections and other instructions provided.

 

 

Other claims for damages

 

Unless otherwise deriving from the aforesaid, all claims for damages vis-à-vis the Seller shall be excluded without regard for the legal nature of the claim asserted. This exclusion shall hence apply in particular to all claims for damages for injuries to persons, damage to property that is not the object of the contract, other damage or loss of profit, unless the circumstances of the individual case prove gross negligence on the part of the Seller. Liability for damages resulting from the Product Liability Act and product liability claims that may be derived from other provisions shall be expressly excluded.

 

 

Venue, applicable law, place of performance

 

The venue for all disputes arising from or in connection with this contract shall be Graz. The place of delivery and payment shall be the Seller‘s registered office, also if delivery takes place, as agreed, at a different place. The contractual relationship is subject to Austrian law, with the exception of the UNCITRAL uniform law on sale of goods (convention on contracts for the international sale of goods of 11.4.1980) whose validity shall be expressly excluded. If any of these contractual provisions is void or legally ineffective, this shall be without prejudice to the remaining provisions.

 

 

Partial Invalidity

 

If a determination of these general terms and conditions is legally ineffective, the remaining regulations persist unaffected by it and are to be interpreted in such a way, as if the contract without the invalid regulation would have been closed. The same applies to contractual loopholes. Any controversies regarding the fulfilment of the present treaty do not entitle the buyer to suspend or retard due payments.