General Terms and Conditions

1. General

These general terms and conditions of sale and delivery shall form part of this contract. Conflicting conditions or other restrictions of the Buyer are invalid without the need for objection. There are no further agreements. Changes to these conditions require the written consent of the Seller.

2. Offer, Orders

The Seller’s offers are non-binding with regard to price, quantity, delivery period and delivery options. Orders of the Buyer shall become binding for the Seller upon written or electronic confirmation by the Seller (also invoice or delivery note).

3. Delivery

Deliveries are always made at the confirmed prices and conditions. The Seller shall endeavour to deliver as quickly as possible. There are no fixed delivery deadlines. If, in deviation from this, a fixed delivery date has been agreed, the Buyer shall, in the event of delay, set a reasonable grace period of at least 5 days for deliveries within Europe and 6 weeks for deliveries outside Europe. After fruitless expiry of the grace period, the Buyer may withdraw from the contract; further claims are excluded. The Seller may also make deliveries in instalments. The Buyer is not entitled to reject a partial delivery. There shall be no delay in delivery if the Seller himself is not supplied correctly or on time.

4. Dispatch

The Seller reserves the right to choose the dispatch route and method. Additional costs caused by special dispatch requests of the Buyer shall be borne by the Buyer. The same shall apply to any increase in freight rates, any additional costs for redirection, storage costs etc., occurring after conclusion of the contract, unless carriage paid delivery has been agreed. The risk of destruction, loss or damage to the goods during transport shall be borne by the Buyer. In the event of collection by the Buyer, the risk of destruction, loss or damage to the goods shall pass to the Buyer when the goods are made available. In all other respects the Incoterms 2010 apply.

5. Payment

Deliveries are payable in accordance with the notes on the invoices, excluding compensation. The Seller shall be entitled to shorten the payment terms granted and to declare all claims due if the Buyer defaults on a due claim or, in the case of agreed instalment payments, on an instalment. In the event of justified doubt as to the Buyer’s solvency or creditworthiness, the Seller may withdraw from all current contracts with regard to deliveries not yet fulfilled or make further fulfilment dependent on securities it deems suitable, including advance payment. Payments shall only be deemed to have been effected when the amount is finally available on an account of the Seller. The Seller reserves the right to use payments to settle the oldest invoice items plus the default interest and costs accrued thereon, in the following order: costs, interest, principal claim. The presentation of bills of exchange requires the consent of the Seller; it is made on account of payment. Discount, bill charges, bill tax and similar charges shall be borne by the Buyer. Partial deliveries are due in the amount corresponding to this partial delivery. The Buyer is only entitled to reclaim the amount corresponding to the part not yet delivered if the delivery is incomplete. Retention and offsetting on the part of the Buyer, as well as the assignment of claims against the Seller, shall be excluded. In the event of default in payment, default interest in accordance with § 456 UGB (Austrian Commercial Code) shall be deemed to have been agreed; the right to assert further damages caused by default or damages caused by non-fulfilment shall remain reserved, whereby the Seller shall in any case be entitled to reimbursement of the costs incurred for reminder services by a lawyer in accordance with the Austrian Lawyer’s Fee Act.

6. Retention of title

Ownership of the delivered goods shall not pass to the Buyer until the liability has been paid in full. Until this time, the delivered goods remain the property of the Seller. The Buyer is authorised to dispose of the reserved goods in the ordinary course of business as long as he is not in default. Pledges or transfers by way of security are not permitted. The Buyer hereby assigns to the Seller by way of security all claims arising from the resale or any other legal grounds in respect of the goods subject to retention of title. If third parties seize the goods subject to retention of title, the Buyer is obliged to point out the Seller’s ownership and to inform the Seller. The retention of title extends to the products resulting from the processing. If the reserved goods are processed, mixed or combined with other goods, the Seller shall acquire co-ownership of the resulting products in the ratio of the invoice value of the reserved goods to the invoice value of the goods owned by third parties or the Buyer. The Seller is entitled to demand the return of the reserved goods from the Buyer without setting a grace period and without withdrawing from the contract if the Buyer is in default with the fulfilment of his obligation to the Seller. Taking back the goods subject to retention of title shall only constitute cancellation of the contract if the Seller expressly declares this in writing.

7. Force majeure, contractual impediments

Force majeure of any kind, loss of production, operational or traffic disruptions, fire damage, floods, shortages of labour, energy, raw materials and auxiliary materials, strikes, lockouts, disruptions in dispatch, official decrees or other obstacles which prevent, delay, reduce or make unreasonable the production, dispatch, acceptance or consumption, shall release the Seller from the obligation to deliver or accept for the duration and scope of the disruption. If delivery and/or acceptance is exceeded by more than eight weeks as a result of the disruption, both parties shall be entitled to terminate the contract. In the event of cancellation, the Buyer shall not be entitled to assert claims for damages against the Seller; reimbursement of expenses incurred by the Buyer (in particular penalty payments to third parties) shall be excluded. In the event of partial or complete loss of the Seller’s sources of supply, the Seller shall not be obliged to obtain supplies from external suppliers. In this case, the Seller shall be entitled to distribute the available quantities of goods taking into account its own requirements.

8. Guarantee and compensation

The Buyer is obliged to notify of defects in writing immediately, but at the latest within fourteen days after receipt of the goods, stating the defect and submitting supporting documents, samples, packing slips, details of the invoice number and batch number. In the case of hidden defects, the written complaint must be submitted within six months of delivery of the goods at the latest, otherwise the complaint shall be excluded. The Seller shall, at his discretion, fulfil duly raised and justified complaints by reducing the price, exchanging or taking back the goods in question against reimbursement of the purchase price. The Buyer may only return the rejected goods with the Seller’s consent. Claims for damages by the Buyer, claims for compensation arising from consequential damages or from the breach of secondary contractual obligations by the Seller are excluded in the event of slight negligence on the part of the Seller or the persons acting on its behalf; claims for compensation are otherwise limited to the amount of the respective invoice value. Application, use and processing of the purchased goods are the sole responsibility of the Buyer. The Seller’s verbal and written advice on application technology shall only be deemed to be non-binding information, also with regard to any third-party industrial property rights, and shall not release the Buyer from its own obligation to test the products for their suitability for the intended processes and purposes. The application, use and processing of the products are beyond the Seller’s control and are therefore the sole responsibility of the Buyer. The Seller agrees with the Buyer to exclude any protective effect of this contract in favour of third parties. If the Buyer intends to assert a claim against the Seller under the title of product liability by way of recourse, the Buyer shall notify the Seller of such claims, specifying the facts giving rise to the claim, within three weeks of becoming aware of them, or immediately in the event of legal action. If he fails to do so, he loses his right of recourse. Liability for material damage caused by a defective product is excluded. Mandatory statutory liability claims remain unaffected by these provisions.

9. Other rights and obligations

The Buyer may only place goods on the market in the packaging provided by the Seller, accompanied by the labelling, accompanying documents and consumer information required by law or by the authorities. The Buyer shall comply with the statutory and any other labelling and packaging regulations. The Seller is not obliged to take back sold goods or to compensate the Buyer if the Buyer is prohibited or restricted by the authorities from placing the purchased goods on the market in terms of quantity, time or in any other way. However, if the return of the goods is ordered by the authorities, the Buyer shall be obliged to return the goods in their original packaging without the addition of other substances, preparations or finished goods at his own expense. If the Buyer becomes aware of a characteristic of the goods of which he was previously unaware, he must inform the Seller immediately. Advertising with the Seller’s goods may only be carried out in accordance with the statutory provisions and in compliance with the relevant regulations. The Buyer shall be liable to the Seller for any damage (in particular financial loss) caused by non-compliance with these regulations.

10. Trademarks

It is not permitted to offer or supply substitute products instead of the Seller’s products, or to associate the Seller’s product names, whether protected or not, with the word “substitute” in price lists and similar business documents, or to juxtapose them with the names of substitute products.

11. Jurisdiction / Applicable law

The place of jurisdiction for disputes between the Seller and the Buyer is, at the Seller’s discretion, either the Seller’s general place of jurisdiction or the Buyer’s general place of jurisdiction. The contractual relationship shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.