General

For all deliveries, services and offers of our business and any payments to us, the following Terms and Conditions apply without exception. Any differing individual agreements require written form and then apply solely for the respective legal transaction they refer to, not any follow-up transactions.
Compliance with the contract on our part cannot be interpreted as approval of any contractual conditions differing from our Terms and Conditions.

Differing procurement terms and conditions of customers are only valid if confirmed by us in writing. With the acceptance of the goods the customer accepts our General terms and Conditions under exclusion of his/her own procurement conditions.
Customers can view the General Terms and Conditions at any time in our office and/or on our homepage under www.waschanlagen-steinkellner.at and can also be submitted to customers electronically or by regular mail service upon request.
Modifications of the General Terms and Conditions shall be deemed approved and shall apply to existing contracts unless the customer withdraws from the contract within three months after notification of the new Terms and Conditions and notifies us of the legal implications accordingly. This notification can be effected in writing either electronically or by regular mail.

 

Completion of the Contract
The acceptance and order of goods shall be validated through order and confirmation of such order. The content of the order confirmation shall be material for contractual terms and conditions regarding delivery and performances; in case of lack of such order confirmation, the content of the delivery note and/or invoice shall be material. 

We reserve the right to refuse any order without reason.
Properties of the object of purchase shall only be deemed warranted if they have been agreed in writing. Slight deviations from the description of the offer shall be deemed approved and shall not affect the performance of the contract, provided that the deviations for the buyer are not unreasonable. This is especially true in the case of changes and improvements in the interest of technical progress.
 Confirmed orders can be cancelled only with our written consent. In this case, the buyer has to pay a cancellation fee amounting to 50% of the net invoice.

 

Prices

In general, our deliveries only the prices of our latest price list are valid.
All prices quoted by us are, unless otherwise expressly stated, to understand exclusive of VAT.
For deliveries the prices ex works valid on the day of the order, excluding VAT, packing and shipping apply. The only exceptions are written agreements.
Our offers are as binding and without obligation. They are all subject to prior sale.

Increase in material and costs, price increases by our suppliers, raised taxes and charges or increased prices through act of god shall give us the right to adjust our prices accordingly. In case costs relevant to the price calculation such as those for third party performance, raw material etc. rise we shall have the right to adjust our prices accordingly and the delivery prices valid for that particular day will be invoiced.  
All prices are indicated in Euro. In case the exchange rate for the Euro in regard to the foreign currency changes by more than 4%, we shall have the right but not the obligation to adjust our prices. 

We charge the current hourly rates and prices for materials as valid when terminating our works; times for travelling and waiting shall be deemed working times. We charge a surcharge for overtime and working during nights, Sundays and bank holidays. Any costs for travelling including expenses and overnight charges shall be invoiced separately.  
For journeys to and from the customer - unless otherwise agreed - a mileage allowance rate per kilometer driven in the amount of EUR 0.80 will be billed.

 

Terms of payment

Unless otherwise provided, the following payment terms apply:

Payments are due within 14 days from the day of invoice without any deductions. We reserve the right to offset payments with receivables on part of the customer in full or in part.

A payment shall be deemed received on the day that we can dispose of it.
Any discounts or bonuses are subject to the timely payment of the full amount as per invoice.
The maturity of any payment shall not be affected by the claim for warranty, damages, product liability or any other claim. Neither has the customer the right to withhold or set off any payment in relation thereto. Claims against us from other business transactions can only be set off against payments after a court sentence has been issued or we have acknowledged such claim.

Part deliveries and performances will be invoiced immediately and shall be due for payment individually each.
Any agreements regarding instalment payments shall only be valid as long as such payments are made. In case of default we reserve the right to request immediate payment of the remaining amount. In case such agreements regarding instalment payments are not honoured, we have the right to request cash payment without taking any maturity dates for L/C payments into consideration. 

In case of payment in arrears the customer undertakes to pay default interest of at least 1% per months from the day of maturity to the day of payment; the customer shall also bear any costs for debt collection agencies.
If the customer does not pay or insolvency proceedings have been initiated regarding the assets of a customer, or in case of apparent financial difficulties, the remaining amount shall be due in full, even in case of a L/C with a later maturity date. In case the remaining money is not paid immediately, we shall have the right to request the return of the object to the business transaction without any right of retention.

In case of payment in arrears we can request freight collect or cash payment for any other performance. Any interests arising from L/Cs or discounts or any other additional costs resulting from the delayed payment shall be borne by the customer. If a L/C accepted by us is protested, the entire payment by the issuer of the L/C shall become due. 

It is agreed that any payments made on our part are subject to our counterclaims.

 

Delivery
The risk of loss and / or damage to the goods ordered shall be passed on to the buyer when the goods leave our factory, even if we are in charge of shipping, export or assembly. It is passed on especially to the buyer once the shipment has been transferred to the carrier or to other transport executors, or left our central warehouse or production in order to be sent out, regardless of whether the place of delivery is and who is responsible to borne the freight costs. If the goods are ready for shipment and the shipment is delayed, for reasons we are not responsible, the risk of loss and / or damage to the goods ordered is transferred to the buyer by the receipt of notification of readiness for shipment.
The shipping is done by our free choice at the expense of the buyer, unless other written arrangements have been made. We use standard packaging. If any special packaging (e.g. seaworthy packaging) is required, the cost is up to the buyer. Per order a standard shipping charge of EUR 6.00 in addition to the purchase price will be calculated, regardless of the number of articles and method of delivery.
For shipments of goods with a net invoice value of not more than EUR 100.00 a small order surcharge of EUR 10.00 will be charged. For the shipment of goods outside Austria our special shipping rates apply.
We are not obliged to insure the purchased item. The buyer bears the cost of required insurance in every individual case.
Delivery dates and delivery times shall be agreed in writing. Fixed dates are generally not acknowledged.

Any delivery terms and dates stated by us are not binding and subject to unrestricted transport possibilities and full, correct and timely delivery to ourselves. 

The delivery time is calculated from the day on which we receive all necessary documents, information and other specifications we need for the fulfillment of the order.

Should the agreed delivery date cannot be withhold, a new binding date will be given. Should also this new appointment elapse without a delivery had taken place, the buyer either has the right to rescind the contract with respect to the remaining deliveries in whole or in part. Further claims, in particular claims for damages of any kind are, unless they were caused deliberately or through gross negligence, are excluded.
Partial deliveries are permitted and are considered as independent transactions. The buyer is not entitled to reject partial deliveries.
Delivery delays due to force majeure or events that make the delivery or the transport complicated or impossible - especially any subsequent damage of material and raw material procurement difficulties, equipment failure, strikes, lockouts, shortage of staff, lack of transportation or transport problems, etc., we do not have to withhold, not even if a fixed date or timeframe is agreed . A related claim for damages of the buyer is excluded in these cases.
In the event of delay in acceptance, we are entitled to store the goods at the expense of the buyer at a forwarding agent or a public warehouse. The storage costs are charged to the buyer. During the period of delay in taking delivery, we are entitled to demand, without further proof, storage costs at a flat rate of 1% of the purchase price. In addition, we are entitled to demand higher storage costs incurred.
If the buyer refuses acceptance of the items delivered, we are entitled to rescind the contract and to claim damages for non-performance. We are entitled to either to demand a flat rate of 25% of the purchase price or to demand replacement of the actual damages incurred by the purchaser.

 

Conditional sale
We reserve the ownership right in any goods delivered until payment has been made in full including interest and any costs resulting from the respective business transaction. We have the right to request the return of any goods if bankruptcy proceedings have been initiated regarding the assets of the customer or if settlement has been reached in or out of court or generally if a bad financial status has developed or was made known to us. In case third parties dispose of goods subject to conditional sale – especially in case of pledges – the customer undertakes to indicate our ownership rights in such goods and shall notify us immediately in writing.

The return of goods can further be requested if the customer is in arrears with payments or has violated the General Terms and Conditions in any other way. Request to return the goods or acceptance of returned goods shall be deemed as withdrawal from the purchase contract if stated so by us in writing. Until all payments have been made in full, the customer is responsible for any goods delivered or services rendered by us including fire, theft and other damages. 

In case our goods have been processed, mixed or in any other way connected to other materials we shall have joint ownership rights in the new products in the relation of our goods to other materials therein.

 

Warranty/product liability/damages/obligation to inspection and notification
We give a warranty for all goods sold by us within six months after delivery in case of material or manufacturing defects that were present at the time of the transfer of risk. For all those parts of the goods that have been obtained by third parties, we shall be liable in the scope of the warranties given to us by our suppliers. Any warranty rights are subject to compliance with all contractual obligations on part of the customer. 

The customer undertakes to have only authorized experts handle our appliances and goods in order to prevent any risks and to adhere to any existing regulations, technical guidelines and operating manuals. 

The object to the contract can only offer such security, as can be expected based on delivery notes, technical specifications, operating manuals etc. 

We will meet all warranty claims of our customers as we see fit, either through improvement, repair or exchange within a suitable time frame. The customer has the right to reduce the price or withdraw from the contract only if no improvement, repair or exchange can be effected within a suitable time frame. In case of a minor defect withdrawal shall be excluded. We are not liable for the suitability of our goods for the purpose intended by the customer. The same applies to visual variations not affecting the orderly use of the goods.

In the sense of §§ 377 ff UGB, the customer shall inspect the goods after receipt regarding the orderly business transaction, at least within a period of four days after transfer of risk. Any detected defects shall be communicated to us in writing within a suitable timeframe, but within 14 days after detection at latest, stating the type and extent of such defect and the exact article and article number, the date, the delivery/performance, and the date and number of the invoice. Any hidden defects must be communicated within a suitable time but at least 14 days after detection with the above details as well.

The notification about a defect is deemed received when arriving at our premises. If a defect is not communicated in time or not communicated according to above-detailed specifications, the goods are deemed accepted and any claims on part of the customer for whatever legal reason shall be excluded (except for claims resulting from consequential damage).

In addition, any claims by the customer shall be excluded if the goods are not stored, used or processed as appropriate or have been connected to unsuitable parts. Any goods subject to objections shall be returned to us after notification.
If possible, the customer shall give us the opportunity to inspect any defects including viewing the documentation. Defects of individual, but independent parts shall not give the right to withdrawal from the contract as a whole or reduction of the full invoice amount.

Any further claims by the customer or on part of third parties for indemnification of any kind shall be excluded unless the damage is the result of intent or gross negligence. 

The obligation to replace goods as per the Product Liability Act in regard to damages including any rights to indemnification shall be excluded unless an end-user is involved. 

If the delivered goods were custom-made based on specifications, drawings or models submitted by the customer, our liability shall not include the correctness of the construction but only that the goods were manufactured according to those materials and explanations of the customer.
In case third parties claim damages based on drawings, samples, models or any other documentations by the customer, the customer shall be liable

 

Data security, change in address, property rights

The customer agrees that any personal particulars in the purchase contract will be stored and processed automatically. The customer shall inform us about any change in address as long as the business transaction is still in progress. Otherwise, any notifications are deemed received when sent to the last known address.
Any samples or images remain always in our property. The customer shall not have any user or other property rights.

 

Purchase returns
Returns require our approval and are subject to conditions for every individual case. Goods returned on grounds of an error when ordering or any other circumstances outside our power can be returned subject to our approval; however, an administration fee of 20% of the invoice amount will be withhold. Goods with a value up to € 7 (excluding VAT) shall not be accepted. Returns must be received within four weeks after delivery. The delivery note number or the invoice number must be stated to facilitate a credit entry. Only goods in their original packaging can be returned or exchanged. Any custom-made or separately ordered goods (any goods not in storage) or tailored goods cannot be returned.
Cancellations of an order in full or in part are not possible. Should we accept the cancellation of a contract under extraordinary circumstances, the customer undertakes to pay a cancellation fee in the amount of any expenses but at least 20% of the order value. 

 

Materials for the manufacturing of goods
Any sample, model, drawing, cliché, photo or any other materials for the manufacturing of the goods shall remain in our property over which we can dispose any time. The materials shall only be used for the execution of our orders and shall not be made available or handed over to third parties.

 

Data Use for marketing purposes
The customer explicitly agrees that the data can be used for marketing purposes for our products, especially for the improvement, further development or internal need analysis. 

 

Salvatorian clause
In case individual clauses of these General Terms and Conditions are or become invalid, ineffective or legally contestable, this shall not affect the remaining clauses. The remaining clauses will then be interpreted and/or complemented as to insure the economic purpose of the original clause. The same applies to any potential loopholes in the contract.

 

Venue, jurisdiction
Venue is our plant or the delivering branch. Austrian law applies exclusively. The application of the UN Purchase Rights is explicitly excluded. The parties to the contract agree to Austrian jurisdiction. Exclusive jurisdiction is Linz. 

 

October 2013