General Terms and Conditions of Ineltro Electronics GmbH(2005A)
Unless previously agreed between the Buyer and the Seller in the contract, the following terms and conditions apply to all ongoing and future transactions, even if not specifically referred to. Other terms and conditions, not previously confirmed in writing by the Seller, are expressly denied.
2. Conclusion of Contract, Scope of Delivery
2.1 Quotations of the Seller are subject to confirmation. The quotations and the relevant documentation are the property of the Seller and shall not be disclosed to third parties. The documentation is to be promptly returned to the Seller upon demand.
2.2 A contract is considered concluded when, after an order has been issued, the Seller sends confirmation of the order or a delivery. Only written confirmation of an order by the Seller shall apply for the dispatch and scope of a delivery.
2.3 The Seller may make changes to a confirmation of an order provided that the products fulfil the same functions and are approved by the Buyer.
2.4 Partial deliveries as well as the delivery of up to ten percent above or below the ordered amount are permissible, as well as rounding up in accordance with manufacturers’ packaging units.
2.5 The Buyer is aware that in the case of a shortage of goods on the part of the manufacturer the allocation shall be reduced. The Seller shall supply them to the Buyer who shall make no claim for resulting damages of any kind.
2.6 The acceptance and delivery of orders can be made dependent on a surety or advance payment.
3. Prices and Payment Conditions, Reservation of Property Rights
3.1 Prices are fixed prices in € from the Seller’s stock excluding VAT, including possible duty, excluding packaging, shipping, insurance, installation, commissioning, training and application support unless otherwise agreed. The Seller is entitled to make an appropriate adjustment to the agreed price as a result of increased wages and/or incidental wage costs or increased material costs (also due to currency fluctuations for the import of raw materials or components from suppliers).
3.2 For small orders up to a value of €150 the Seller may add a low- quantity surcharge of €20 and also dispatch the order cash on delivery with a flat rate charge for packaging and shipment.
3.3 The invoiced amounts, including VAT, are to be paid without deduction within thirty days of the invoice date.
3.4 The retention or offsetting of payments is not permissible for any reason whatsoever. In the case of delayed payment the Seller is entitled to charge default interest (at the rate of 10% p.a.) plus all judicial and extrajudicial collection costs.
3.5 Delivered goods only become the property of the Buyer when the total purchase price has been paid. In the case of the processing of unpaid goods, the new products shall be jointly owned by the Seller and the Buyer in relation to the processed value percentages.
3.6 In the case of late payment, after a reminder, the Seller also reserves the right to deliver only after payment in advance for other open orders or to withdraw from contracts.
4. Delivery Time
4.1 Only dates confirmed in writing are binding. All deadlines shall be extended for an appropriate period if compliance with the originally agreed dates is made impossible by obstacles outside the sphere of the Seller, such as a lack of information from the Buyer or the Buyer failing to fulfil obligations, natural disasters, epidemics, accidents, significant business disruption, labour disputes, prevented work attendance, significant employees leaving the company, late or faulty subcontracted supply or regulatory measures.
4.2 Delays in delivery shall not entitle the Buyer to withdraw from a contract without setting an appropriate extension of time in writing. Compensation for any resulting damages is excluded.
4.3 If delivery on call is agreed, the goods shall be regarded as called at the latest 12 months after ordering.
5. Completion, Liability, Acceptance
5.1 Ownership and risk shall be transferred to the Buyer with dispatch of the delivery from the stock of the Seller.
5.2 The Buyer shall examine the delivery and inform the Seller in writing of any shortcomings or defects. If the Buyer does not report shortcomings within 5 working days after a delivery or an independently usable partial delivery, the delivery shall be regarded as fulfilled in accordance with the contract.
6.1 A warranty period of 6 months from the time of transfer of risk shall be regarded as agreed. In addition, the warranty conditions of individual manufacturers shall apply and the Seller shall make these available upon request. The presumption provision of § 924 ABGB (Austrian Civil Code) shall be excluded. The existence of defects at the time of transfer is to be proven by the Buyer.
6.2 Defects which are beyond the control of the Seller such as natural wear and tear, force majeure, improper treatment or use, modifications by the Buyer or third parties, excessive wear, operating the product beyond the data specifications of the producer, inappropriate operating facilities or extreme environmental influences shall be excluded from the warranty.
6.3 Subject to compliance with the agreed terms of payment, the Seller shall repair the agreed defects as part of the warranty. The Seller shall decide whether to repair the defects on the Seller’s premises or on those of the Buyer, who shall give the Seller free access. Working time and expenditure for disassembly and assembly, transport, packaging, travel and accommodation expenses shall be the responsibility of the Buyer. Spare parts shall be the property of the Seller. The warranty period shall not be extended on account of this.
6.4 If the Seller cannot correct a defect, the Buyer shall be entitled to replacement of the faulty material or a reduction in price. Further claims from the warranty are excluded. In particular, the Buyer may not withdraw from the contract or demand compensation for resulting damages.
6.5 Goods may be returned to the Seller only with the Seller’s prior written permission.
6.6 The Seller is only liable for damages beyond the range of application of the Product Liability Act (Produkthaftungsgesetz) insofar as deliberate intention or gross negligence is proven in accordance with legal regulations. Liability for slight negligence, compensation for consequential damage or financial loss and also claims for damages by third parties against the Buyer are excluded.
6.7 Product Liability Act: material damages occurring to companies are excluded from product liability.
7. Export Control Regulations
7.1 The Buyer is responsible for compliance with all export regulations. Responsibility for export and the procurement of necessary export licences rests solely with the Buyer.
8. Matrices, Masks etc.
8.1 Portions of costs for matrices, masks, tools, moulds, mechanical apparatus etc. (in short referred to as “equipment”) shall be paid promptly at the time of invoicing (see Clause 3). This equipment remains the property of the supplier irrespective of whether deliveries of this equipment are made or not.
8.2 If no further orders are received within one year after the last use of the equipment, the Seller or Seller’s supplier is entitled to dispose of it freely.
9. Partial Nullity
9.1 The nullity of individual provisions of these conditions shall not invalidate the whole contract. They shall be replaced by provisions which come as close as possible to the invalid provision in their commercial purpose.
10. Data Privacy
10.1 The Buyer expressly agrees to the electronic storage and processing of company information.
11. Choice of Law and Jurisdiction
11.1 The place of fulfilment is Vienna.
11.2 The legal relationship between the Buyer and the Seller is exclusively subject to Austrian law.
11.3 The place of jurisdiction is the domicile of the Seller. However, the Seller may also call upon the court at the domicile of the Buyer.