General Terms and Conditions as Supplier
1. general
The following GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY shall apply to sales of any form by the SUPPLIER unless the SUPPLIER has expressly agreed otherwise in writing. No other terms and conditions of sale and delivery or other terms and conditions in the SUPPLIER's purchase order shall be valid nor shall they supersede these GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY. In the event of any discrepancy between these GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY and the terms of any sales and delivery agreement entered into between the SUPPLIER and the DISTRIBUTOR, the terms of such agreement shall prevail.
2. prices, delivery periods, etc.
All prices quoted are binding for deliveries at the time of delivery specified in the quotation or order confirmation. Unless expressly stated otherwise, quotations are valid for only eight days from the date of the quotation. All prices are net ex works. Any taxes and duties due in the country of the DISTRIBUTOR shall be paid by the DISTRIBUTOR. If the prices expressly include such taxes and duties, the SUPPLIER may charge the DISTRIBUTOR for increases in such taxes and duties. SUPPLIER reserves the right to adjust prices accordingly in the event of significant changes in taxes, duties, exchange rates, etc.
3 Delivery
Delivery shall be made in accordance with INCOTERMS 2010.
SUPPLIER shall use its best efforts to meet the delivery deadline specified in the order confirmation. If the delivery is likely to be delayed, the SUPPLIER shall inform the DISTRIBUTOR without delay. In the event of a substantial delay for which the SUPPLIER is responsible, the DISTRIBUTOR is entitled to withdraw from the contract.
Delivery shall be made in accordance with the order confirmation.
The SUPPLIER shall not be liable or responsible to the DISTRIBUTOR for any losses of any kind, including but not limited to indirect losses and/or consequential losses such as, but not limited to, loss of time, loss of profits or revenue, claims for damages by third parties, loss of business, etc., due to the SUPPLIER's failure to deliver or delay in delivery or due to defects in the goods.
4. retention of title
4.1 SUPPLIER shall remain the owner of the goods delivered until all amounts due under the Supply Contract have been paid in full. This also applies to all future deliveries, even if the SUPPLIER does not expressly refer to this. The SUPPLIER is entitled to reclaim the purchased goods if the DISTRIBUTOR breaches the contract or fails to meet the agreed payment deadline.
4.2 As long as ownership has not yet passed to the SUPPLIER, the SUPPLIER shall treat the purchased item with care. As long as ownership has not yet passed to the SUPPLIER, the SUPPLIER shall immediately notify the SUPPLIER in writing if the object of sale is seized or subjected to other interventions by third parties.
The DISTRIBUTOR shall be liable for all costs incurred by the SUPPLIER as a result of such events if it is not possible to recover such costs from the third party concerned.
4.3 The SUPPLIER shall be entitled to resell the Retained Goods in the ordinary course of business. The SELLER hereby assigns to the SUPPLIER the claims against the customer arising from the resale of the goods subject to retention of title in the amount of the final invoice amount agreed with the SUPPLIER (including value added tax). This assignment applies regardless of whether the purchased goods have been resold without or after processing. The SUPPLIER remains authorized to collect the claims even after the assignment. The authority of the SUPPLIER to collect the claims himself remains unaffected. However, the SUPPLIER does not intend to collect the receivables itself as long as the SUPPLIER fulfills its payment obligations from the collected proceeds and is not in default of payment and as long as, in particular, no application for the opening of insolvency proceedings or for a moratorium on payment has been filed.
4.4 The processing or transformation of the object of sale by the DISTRIBUTOR shall always be carried out in the name and on behalf of the SUPPLIER. In this case, the SELLER's expectant right to the object of sale shall continue in the transformed object.
If the object of sale is processed with other objects not belonging to the SUPPLIER, the SUPPLIER acquires co-ownership of the new object in the ratio of the objective value of the object of sale to the other processed objects at the time of processing. The same applies in the case of mixing. If the mixing takes place in such a way that the item of the SUPPLIER is to be regarded as the main item, it shall be deemed agreed that the SUPPLIER shall transfer co-ownership to the SUPPLIER on a pro rata basis and shall hold the sole ownership or co-ownership thus created in safe custody for the SUPPLIER. As security for the claims of the SUPPLIER against the DISTRIBUTOR, the DISTRIBUTOR also assigns to the SUPPLIER all claims of the SUPPLIER against third parties arising from the combination of the goods subject to retention of title with real property; the SUPPLIER already now accepts such assignment.
4.5 The SUPPLIER undertakes to release the securities to which it is entitled at the request of the DISTRIBUTOR if their value exceeds the claims to be secured by more than 20 percent.
5. quality and quantity
SUPPLIER warrants that the quality of the goods delivered will conform to the specifications and/or samples received and approved in advance by DISTRIBUTOR and to the labels affixed by SUPPLIER. SUPPLIER warrants that the quantity delivered will conform to the quantity(s) specified in the invoice. Within fifteen (15) days from receipt of the delivered goods, the DISTRIBUTOR shall carefully inspect them for defects and completeness by means of laboratory analysis or other customary and appropriate means. The DISTRIBUTOR shall promptly notify the SUPPLIER of any discrepancies between the items delivered and those invoiced, and the SUPPLIER shall correct such discrepancies as soon as possible. After the expiration of the aforementioned fifteen (15) day period, the SUPPLIER shall not be entitled to claim any defects that could have been detected by careful inspection. In the case of hidden defects which could not have been detected by careful inspection, the period of fifteen (15) days for claiming defects shall commence on the date the hidden defects become apparent or are detected, but no later than six (6) months after the date of delivery.
6. product liability
The SUPPLIER shall not be liable to the DISTRIBUTOR for any consequential damages, loss of personal hours, loss of business, damages including fines, and/or other indirect damages for which the DISTRIBUTOR or third parties may be held liable or suffer as a result of the items delivered by the SUPPLIER. If product liability is imposed on the SUPPLIER against a third party and the items supplied have not been altered in any way, such as by processing, mixing, repackaging or relabeling, the SUPPLIER shall be liable for personal injury and property damage resulting from manufacturing defects in the items supplied and shall indemnify the DISTRIBUTOR against any claims in this regard. If the articles supplied by the SUPPLIER have been altered by or on behalf of the DISTRIBUTOR, e.g., by processing, mixing, repackaging, or relabeling, the SUPPLIER shall not be liable for damage to the altered articles or for damage attributable to the altered articles, but shall be liable only for damage that can be shown to be attributable to the articles supplied. If product liability is imposed on the SUPPLIER against a third party, the DISTRIBUTOR shall indemnify the SUPPLIER against such liability to the extent that the SUPPLIER's liability to the DISTRIBUTOR is limited by the foregoing provisions. The SUPPLIER shall be promptly notified in writing of any claim by the DISTRIBUTOR based on this provision.
7. payment
Payments owed by the DISTRIBUTOR to the SUPPLIER for the Deliverables shall be made in accordance with the payment terms specified in the Order Confirmation or otherwise agreed to in writing between the PARTIES. Late payment for Supplies shall be subject to interest at the then current three-month EURIBOR rate plus five (5) percentage points.
8 Force Majeure
In the event of strikes, lockouts, fires, explosions, natural disasters, epidemics, labor unrest, energy or raw material shortages, operational disruptions of any kind, government intervention, seizures, currency restrictions, transportation difficulties, restrictions affecting operational facilities, environmental protection measures, defective or delayed deliveries from subcontractors due to one or more of the foregoing events, or any other event beyond the control of SUPPLIER, SUPPLIER's obligations shall be postponed until such time as SUPPLIER is again able to perform its obligations after the impediment has ceased to exist. In the event that one or more of the foregoing events occurs, SUPPLIER shall promptly notify DISTRIBUTOR in writing and use its best efforts to reduce the impact of the event(s) in question. The SUPPLIER shall also be entitled to rescind the Contract and the DISTRIBUTOR shall not be entitled to any damages as a result thereof.
9 Applicable Law and Disputes
All disputes between the PARTIES shall be governed by Austrian law and shall be finally settled under the Rules of Arbitration of the International Arbitral Centre of the Austrian Federal Economic Chamber (Vienna Rules) by three arbitrators appointed in accordance with these Rules. The place of arbitration shall be Vienna (Austria) and the language to be used in the arbitration shall be English. The arbitral award shall be final and binding. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Status October 2021
DISPUTE RESOLUTION
The European Commission provides an online platform for dispute resolution. You can reach this under the link http://ec.europa.eu/consumers/odr/. You can also contact us directly, we are happy to provide information about the dispute resolution.