1 Validity
In the absence of any other stipulations on either side, our orders are bound only by the following conditions. These also remain valid if a supplier’s contrary conditions remain unchallenged. A supplier’s contrary conditions are only recognised by us if they are accepted in writing prior to arrival of the order confirmation.
2 Orders
Orders are usually made in writing. However, from the second order onwards verbally advised orders will also be valid, even without separate indications other than those issued with our purchase conditions.
3 Confirmation
Orders must be acknowledged using the order confirmation attached by us, which is to be returned to us correctly completed within 14 days of the order date, otherwise the supplier accepts our order under our conditions.
4 Quality
Goods, which under these purchase conditions are understood to mean all the deliveries and other services of a supplier, must conform exactly with the quality conditions stated in the order. Stated standards (e.g. DIN, ÖNORM [Austrian standards] and factory standards) and drawings refer to the last version issued which is valid at that point in time, as long as nothing else is expressly stated in the order. In as far and as much as there are no special quality conditions contained in our order, the goods delivered must be of the statutory minimum commercial quality and correspond to the safety requirements in force at that time (e.g. laws, decrees or standards).
The order issued must not be passed on, either in part or in full, to any subcontractor without agreement.
5 Place of payment, prices and packaging
The place of payment is our business address, as long as nothing has been specifically or expressly arranged by us in writing for the order. The supplier is responsible for risks and costs up to acceptance by us at the place of payment, particularly the premiums for suitable transport insurance taken out by them, as long as nothing has been arranged in writing to the contrary.
In as far as nothing else has been agreed on either side, prices are understood to incorporate goods that are packaged, delivered to the location specified and unloaded, and these are fixed prices. The delivery must be correct. The supplier is responsible for damages arising from non-adherence to instructions.
Partial deliveries are only permitted with our agreement.
6 Billing and delivery notes
Our order number must be shown on all invoices and delivery notes.
In addition to this, invoices must contain detailed specifications such as order number, order date and goods delivered (description of the type and amount) and must correspond with sales tax regulations, the breach of which will compromise the settlement of the invoice amount. Invoices must be sent to us in triplicate for domestic deliveries and with seven copies for deliveries from abroad. Deliveries from other countries must also contain a delivery note and a copy of the invoice.
7 Date of delivery, delays in delivery and penalties
Delivery or completion dates set out or arranged by us are fixed terms and mean that on the delivery date the goods must be available at the delivery address given. For delays in delivery we are entitled, regardless of any additional legal claims, to cancel the contract without giving any notice. Independent of any proof of damage or debt, we reserve the right to demand a penalty of 0.5% of the invoice amount, which does not come under judicial law, for each week commencing, up to a maximum of 5%.
The enforcement of additional damages which we incur as a result of delays, whether or not these are the fault of the supplier, remain unaffected. Where no delivery date is given, delivery will be within 14 days from completion of the contract as arranged.
8 Insurance rights
We assume that, up to the point where they are handed over, we are not responsible for insurance on goods delivered, failing which we are entitled to refuse to accept them and to demand immediate delivery of unloaded goods as well as damage replacements.
9 Payment, refuting of cession and counter-claims
In the absence of other arrangements on either side, our payments are made within 30 days with a 2% discount or within 90 days without deductions by cheque or transfer. The start of these payment terms commences with receipt of the invoice or receipt of non-faulty goods, whichever date is the latest. A cession of invoice amounts is only permissible with our prior written consent. Payment does not mean recognition of the correctness of the delivery and does not mean a renunciation of our existing claims on failure to complete orders due to guarantees or replacement of damaged goods.
In the event that claims exist against the supplier, we are entitled to enforce the right of retention as well as offsetting payment. This applies to the claims of our group companies which have been passed on to us.
10 Acceptance and guarantee
In the absence of other arrangements, the guarantee period is 12 months and commences on the day on which we have definitively accepted the goods. Definitive acceptance of the goods only takes place following the carrying out of a check or quality control of, and within a reasonable time frame following delivery of the goods. Should faults be revealed during this examination, we are entitled to view the entire delivery as faulty based on partial results.
For concealed faults the guarantee period commences at the earliest with the discovery of the fault. We are entitled to express points of criticism within three months after discovery of the fault.
Our confirmation on the delivery note and/or our acknowledgement of receipt are only ever valid with reservations, that is goods are only considered to be accepted if there are no discrepancies in amounts and/or faults arising upon later assessment.
In the event of liability, and in spite of special legal options, we are entitled to demand at our discretion cancellation, replacement delivery at no cost, removal of the faults at no cost or a reasonable price reduction, or to have the ascertained faults rectified at the cost of the supplier, even if the faults are easily repairable. Should an extension be required for legal purposes, a period of four weeks at the longest will, in any event, be viewed as reasonable. In urgent cases we reserve the right to undertake the required maintenance or replacement deliveries ourselves or by appointing a third party without setting an extension in the way most appropriate to us at the cost of the supplier. The supplier’s guarantee for deliveries, for which faults arising are repaired by ourselves or a third party, remain intact.
11 Drawing rights
Drawings, building instructions, calculations, models and other such items made available by us, remain our property and may not be passed on for use, copied or made available to a third party, without our express permission.
12 Forces majeures
In the event of a force majeure we are free of any duty to purchase, inasmuch as it prevents the use or processing of the goods ordered, and also entitles us at our discretion, to cancel the agreed arrangements at no cost. Forces majeures include intervention and bans by the authorities, employment disputes, lack of fuel or raw materials, fire damage, floods, transport breakdowns and other events.
13 Production liability
Suppliers are obliged to replace damaged products delivered by them, which also includes partial products. They may not hold us responsible in respect of all third-party production claims, concerning damage by people as well as material damage.
Suppliers are also responsible for delivering all the required documents, instructions, drawings and other documentation for agreed use (installation, operation, etc.) unsolicited and in the German language.
Should the supplier later become aware of circumstances which may lead to product liability claims arising, he is therefore obliged to report these to us immediately and to reimburse us with any expense and damages which we have incurred for any recall activities of the faulty products or to third parties.
Should product liability incidents result in legal disputes, the supplier will make available all appropriate evidence, support us to the best of their abilities and reimburse us for the reasonable costs of such legal disputes.
14 Scrap metals, metal waste and metal remnants
For the supply of scrap metals, metal waste and metal remains, the general supply conditions for scrap metals, metal waste and metal remnants known to the supplier and issued by the trade association for the Austrian metal industry in their most recent version, are applicable, inasmuch as they do not contradict these purchase conditions.
15 Legal status and applicable law
For disputes arising from contracts, upon which these purchase conditions are based, only the relevant court of jurisdiction in St. Pölten is applicable. At our discretion, however, we may also call upon a court which is relevant and local to the jurisdiction of the supplier. Austrian law applies. The application of United Nations agreements for international purchasing of goods is mutually excluded.
