General Terms and Conditions

TERMS OF SALE | TERMS OF PURCHASE

TERMS OF SALE

  1. General Terms The purchaser is aware that the object of our Company is trading with and importing/exporting of goods of all kind. Furthermore he is aware that we buy goods only for the purpose of reselling them. Furthermore, the Purchaser is aware that we resell the goods packed and wrapped as we receive them from our suppliers.

    All our offers made are not binding until we have confirmed Purchaser’s acceptance. All supporting documents handed over to the purchaser like records, drawings, declarations of weight, size and quality are or contain exclusively approximate data and are not binding, unless the parties have agreed otherwise in writing.

  2. Validity of these Terms With acceptance of our offer the Purchaser acknowledges and accepts these General Terms of Sale. Diverging general terms, particularly diverging general terms of purchase and by the Purchaser, are invalid even if we have not been expressly objected them.

    In case of existing business relations with the Purchaser all sales agreements are governed by these Terms even if not expressly stipulated.

  3. Applicable law Our contracts shall be governed by and interpreted according to the laws of Austria expressly excluding, however, the United Nations Convention on Contracts for the International Sale of Goods as well as Austrian Rules on Conflicts of laws.

  4. Delivery As far as possible delivery is made at the notified date. Partial shipments are allowed. The agreed dates of delivery or shipment are approximate and not six dates, unless expressly agreed otherwise. If we fail to make delivery on or before the delivery date and we are not responsible for such failure (e.g. if our supplier or carrier does not deliver on time) the Purchaser is not entitled to any claim or action, especially to cancel the contract or to damages, as long as the delivery term is not exceeded for more than four weeks.

    The same shall apply if the delay of the delivery is due to an unforeseen or insurmountable event or in case of force majeure; in this case delivery date may be exceeded up to eight week, without entitling the Purchaser to any claims or action. As far as possible we will inform the Seller in accordance with our own knowledge about a delay of delivery.

    Delivery will only be made when the Seller has fulfilled all his obligations necessary for delivery as agreed, especially the effectuation of advance payments, procurement of necessary permissions etc.

    The delivery of goods ordered “on call” has to be taken within one month after the date of the order the latest. After the expire of this deadline we are entitled at or choice to either deliver the goods or to withdraw from the contract and claim damages.

  5. Passing of the risk

    • 5.1. The goods travel at the Purchaser’s risk and for the Purchaser’s account. Even in case of freight free shipments the shipment is always at the Purchaser’s risk. Unless provided otherwise we are free in organising transportation and shipment. Unless agree otherwise we are entitled to take out a transport insurance policy on the Purchaser’s costs; however, this right does not create an obligation on our part to take out a transport insurance policy.

    • 5.2 The Purchaser shall inspect the goods immediately after delivery at the place of destination (even if this place is not identical with his place of business) and shall inform us of the existence of defects or deficiencies immediately in writing (by telefax and registered letter). This written complaint has to be made within five days, as far as a shorter period is not required by the circumstances. The Purchaser forfeits all his claims of whatsoever kind, in particular for damages in case of a delayed complaint. The Purchaser also waves all his claims of whatsoever kind arising from a default of the goods, if he fails to protect claim of resource against any third party (e.g. carrier). According to this obligation the Purchaser is obliged to make reservation to the carrier and register these reservations according to the CMR in CMR-consignment note or way bill. In case of Purchaser’s reservation, too, the Purchaser is obliged to accept delivery, to put the goods in storage and to prevent them from damage.

    • 5.3 Due to the known fact that we sell the goods to the Purchaser as we have received them from our own supplier without unwrapping, we meet Purchaser’s claims for defects against us by assigning our corresponding claims against our own supplier.

  6. Liability of the Seller Our liability is limited to damages caused by our intent or gross negligence if proven in each case by the Purchaser. Compensation for lost profit is excluded under all circumstances. The Purchaser is entitled to claim damages only within one year from delivery.

  7. Default acceptance If the Purchaser fails to take delivery when offered, we are entitled to either withdraw from the contract after giving an additional time of three days or to maintain the contract and claim damages for non-performance.

  8. Prices

    • 8.1 Our prices offered are based on the costs valid on the day on which the offer was made. Therefore we reserve our right to increase the agreed price if circumstances have changed from the conclusion of the contract to the delivery of the goods, in particular the prices of our own suppliers or an increase of the transportation costs (also if due to currency exchange rates).

    • 8.2 Our prices do not include shipment to the Purchaser’s place of delivery and packaging (which will not be taken back by us).Even if in an individual case a freight paid delivery was agreed, we are only obliged to assume the freight in accordance with the tariffs valid upon the conclusion of the agreement.

    • 8.3 The Purchaser is entitled to a discount only if such discount is agreed and in case of the timely and fulfilment of all payment obligations.

  9. Payment

    • 9.1 Unless otherwise agreed, all invoices have to be paid in such way that the amount is credited to our account not later then within ten days as of the invoice’s date.

    • 9.2 Non of our assistants and employees is entitled to receive payment or to dispose of our claims without written authorisation. Payments made contrary to this provision do not discharge Purchaser’s debt.

    • 9.3 Bill or notes and checks are accepted only on account of performance and do not fulfil Purchaser’s obligations unless the Seller received the money on his account.

    • 9.4 If the Purchaser asserts rights of defective performance he is not entitled to withhold payment.

    • 9.5 The purchaser is not entitled to offset against our claims.

    • 9.6 In case of delay or default in payment default interest amounting to 5% per year in excess of interest rates of the Austrian National Bank will be charged.

  10. Reservation of Title All our goods delivered are sold with reservation of ownership in our favour until the entire payment of the purchase price. The purchaser is entitled to resell or to commingle delivered goods within his regular course of business, if he secures our claims in accordance with the following provisions.

    The Purchaser assign to us all claims which might derive from any succeeding sale. The Purchaser has to notify his customer of this assignment. In case of a delay of payment by the Purchaser we are -even without a withdrawal from the contract- entitled to take back all goods.

  11. Place of performance, Arbitration Proceedings

    • 11.1 Place of performance for all contractual obligations is our domicile.

    • 11.2 All disputes arising between the parties shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the federal Economic Chamber, Vienna (Vienna Rules) by three arbitrators; the language to be used in the arbitral proceedings shall be German. The jurisdiction of any court is excluded by this arbitration clause.

    • 11.3 Should one or more clauses of these General Terms be totally or partially invalid the other clauses shall remain in force.

    • 11.4 These English terms are only a translation of the German VERKAUFSBEDINGUNGEN and they are only for convenience purposes; in case of dispute the German text shall prevail.

TERMS OF PURCHASE

  1. General Terms The Seller is aware that the object of our Company is trading with and importing/exporting of goods of all kind and that we buy the goods supplied by him only for the purpose of reselling. Furthermore, the Seller is aware that we resell the goods packed and wrapped as we receive them from him.

  2. Validity of these Terms With the performance of our order for goods the Seller acknowledges and accepts these Terms. Diverging general terms used by the Seller, particularly diverging general terms of sale, are invalid even if we have not expressly objected to them.

    In case of existing business relations with the Seller all purchase contracts sales are governed by these Terms even if not expressly stipulated.

  3. Applicable law Our contracts shall be governed by and interpreted according to the laws of Austria, expressly excluding, however, Austrian Rules on Conflicts of Laws.

  4. Delivery At the delivery date the goods have to be available at the place of destination. All delivery or shipment dates are binding. Any delay or default of delivery entitles us to reject the goods delivered with delay. We are entitled to cancel the entire contract if the Seller only makes a part delivery on time. In any case we are entitled to buy goods in replacement for the Seller’s account and to claim for our damages.

  5. Passing of the risk

    • 5.1 Considering the Seller’s knowledge that we resell the goods packed and wrapped as we receive them from the Seller, all risks including those for damage, loss and destruction of the goods or parts of them do not pass to us before the delivery to our own purchaser, even if we have organised the transportation to our purchaser.

    • 5.2 The Seller has to hold us harmless against all claims asserted by our purchaser against us, in particular for defective or delayed performance.

  6. Warranties

    • 6.1 The Seller warrants that all products delivered are free from any defects. We are entitled to assert claims under that warranty as long as we are liable to our purchasers; in any case at least within twelve months after delivery of the goods.

    • 6.2 We are not obliged to give notice of defect of the goods delivered.

  7. Transportation

    • 7.1 All shipments to and the unloading at the notified delivery address are made for the account and at the risk of the Seller.

    • 7.2 The Seller is obliged to wrap and pack the goods delivered in a way so that we can resell these goods without any risk for the goods and means of transport to our purchasers.

  8. Payment

    • 8.1 Unless otherwise agreed the prices agreed are fixed, free notified delivery address and include all additional expenses, all taxes and duties.

    • 8.2 Invoices are due within ninety days after delivery of the goods to our purchaser unless otherwise agreed.

    • 8.3 In case of a partial delay in delivery or a partial default of the goods the entire amount of the invoice is due after removal of the defects or total delivery.

    • 8.4 Payment may not be considered as an approval of delivery and does not affect our claims from or default.

  9. Reservation of Title, Assignment

    • 9.1 No delivery is made under reservation of the title.

    • 9.2 Seller’s claims shall not be assigned or transferred to a third party without our written consent.

    • 9.3 The Seller is not entitled to offset against our claims.

  10. Arbitration Clause All disputes arising between the parties shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Federal Economic Chamber, Vienna (Vienna Rules) by three arbitrators; the language to be used in the arbitral proceedings shall be German. The jurisdiction of any court is excluded by this arbitration clause.

  11. Miscellaneous

    • 11.1 Should one or more Clauses of the General Terms be partly of totally invalid the other Clauses shall remain in force.

    • 11.2 These English Terms are only a translation of the German EINKAUFSBEDINGUNGEN and they are only for convenience purposes; in case of dispute the German text shall prevail.