Általános szerződési feltételek

Az Asamer Technologie GmbH (A-4650 Lambach) általános értékesítési és szállítási feltételei minden ajánlatra, szállításra és szolgáltatásra.

Változat dátuma: 15.03.2019

PDF letöltése

Nyelvi változat:

Nem kötelező érvényű, kizárólag tájékoztató jellegű fordítás. Jogilag kizárólag a német nyelvű változat kötelező — a szerződés nyelve a német.

1.General

All offers and agreements concerning our deliveries and services are based exclusively on these general terms of sale and delivery. They are deemed accepted upon placing an order or accepting the delivery. Deviating terms of the Purchaser which we have not expressly acknowledged in writing are not binding on us. The cancellation or amendment of individual terms does not affect the validity of our remaining terms of sale and delivery. Oral or telephone agreements require our written confirmation to be binding; the same applies to agreements with our representatives or employees.

2.Offers, Order Confirmation

All offers are subject to change and non-binding. An order is only deemed placed once it has been confirmed in writing by the Supplier. Changes, amendments or oral collateral agreements require the Supplier’s written confirmation to be effective. Prior sale reserved.

Initial offers are generally provided free of charge. Further offers and design work are only carried out free of charge if the supply contract is validly concluded and remains in force.

The documents belonging to the offer, such as illustrations, drawings, weights and dimensions, are only approximately authoritative unless they are expressly designated as binding. The Supplier reserves ownership and copyright in cost estimates, drawings and other documents; they may not be made accessible to third parties. The Supplier undertakes to make plans designated as confidential by the customer accessible to third parties only with the customer’s consent.

The Supplier’s written order confirmation is authoritative for the scope of delivery. Collateral agreements and changes require the Supplier’s written confirmation. Any illustrations contained in the order confirmation represent the order to be executed only approximately. These illustrations merely identify the subject matter of the contract and do not constitute a warranty of characteristics.

3.Delivery Time

The delivery period begins upon dispatch of the order confirmation, but not before the Purchaser has provided all documents, permits and approvals it is required to obtain, and not before receipt of an agreed down payment. If the Purchaser fails to make an agreed down payment within 4 weeks of its due date, we are entitled to withdraw from the contract by unilateral declaration. In this case, the Purchaser shall pay us 10 % of the order value as a contractual penalty within 14 days of the withdrawal, but shall in any event compensate the damage actually incurred within the same period.

For call-off orders, unless otherwise agreed, the call-off must take place within 12 months of the order confirmation.

The delivery period is deemed to have been met if, by its expiry, the delivery item has left the works or readiness for dispatch has been notified.

The delivery period shall be extended appropriately in the event of unforeseen obstacles beyond the Supplier’s control – irrespective of whether they occur at the Supplier’s works or at its subcontractors – for example operational disruptions, production rejects, delays in the delivery of essential raw and building materials, the absence of an employee in a key position, strikes and lockouts, insofar as such obstacles demonstrably have a significant influence on the completion or delivery of the delivery item.

The Supplier is not responsible for the aforementioned circumstances even if they arise during an existing delay. In important cases, the Supplier will notify the Purchaser of the beginning and end of such obstacles as soon as possible.

If the Purchaser suffers damage as a result of a delay caused by the Supplier’s own fault, the Purchaser is entitled, to the exclusion of further claims, to demand compensation for delay. For each full month of delay after expiry of a grace period set by the Purchaser pursuant to clause 10(b) of these terms, it amounts to 0.5 %, but in total no more than 3 %, of the value of that part of the total delivery which cannot be used in time or as intended as a result of the delay.

If dispatch is delayed at the Purchaser’s request, the Purchaser shall be charged, beginning one month after notification of readiness for dispatch, the costs incurred by storage, but in the case of storage at the Supplier’s works at least 0.5 % of the invoice amount for each month. However, after setting a reasonable deadline which expires without result, the Supplier is entitled to dispose of the delivery item otherwise and to supply the Purchaser within an appropriately extended period.

The Supplier is entitled, at its discretion, to make partial deliveries and to invoice them, so that the part of the price corresponding to the partial delivery becomes due. Down payments are offset proportionately against the individual partial deliveries.

Compliance with the delivery period presupposes that the Purchaser fulfils its contractual obligations.

4.Passing of Risk and Acceptance

Risk passes to the Purchaser no later than upon dispatch of the delivery parts, even if partial deliveries are made or the Supplier has assumed other services, for example the shipping costs or transport and installation.

If dispatch is delayed due to circumstances for which the Supplier is not responsible, risk passes to the Purchaser from the day of readiness for dispatch; however, the Supplier is obliged, at the Purchaser’s request and expense, to take out the insurance the Purchaser requires.

Delivered items must be accepted by the Purchaser even if they show insignificant defects, without prejudice to the rights arising from liability for defects of the delivery.

Discrepancies with the invoice or the delivery note must be reported in writing immediately after receipt of the goods.

5.Reservations

Due to changes in models and design, no guarantee can be given for exact conformity with the illustration. The same applies to weights and dimensions.

Changes requested by the Purchaser after the order has been placed must be communicated in writing and require the Supplier’s written confirmation to be accepted.

6.Special Designs

If special or custom designs deviating from the standard series are ordered, a proportionate advance payment must be made. Cancellation of the order is not possible, since the item in question cannot be used otherwise. Project drawings submitted by the Supplier for special or custom designs must be checked by the Purchaser and confirmed in writing.

7.Price and Payment

Unless otherwise specifically agreed, prices apply ex works including loading at the works, but excluding packaging.

Unless otherwise specifically agreed, payment shall be made in cash without any deduction, free to the Supplier’s paying office, as follows: 1/3 down payment upon receipt of the order confirmation, 1/3 as soon as the Purchaser has been notified that the main parts are ready for dispatch, the remaining balance within a further month.

If payment deadlines are exceeded, annual interest of 2 % above the applicable base interest rate, but at least 5 %, will be charged without the need for a reminder. In the event of default, the Supplier is also entitled to charge the rates charged to it by its bank for overdraft facilities. In the event of default, the Purchaser is further obliged to pay all reminder and, in particular, collection charges. This does not preclude the assertion of further claims or demands.

In the case of payment by instalments, if an instalment is not paid when due, all remaining outstanding amounts become due for payment immediately, without the need for a further reminder. (Loss of the instalment benefit)

Withholding payments or offsetting them against any counterclaims of the Purchaser disputed by the Supplier is not permitted, even if warranty claims are asserted.

All prices stated are in euros and are exclusive of statutory value added tax and other charges. If the delivery item is collected by the Purchaser, the Purchaser undertakes, insofar as the delivery item is transported into the territory of the European Union as part of a tax-exempt intra-Community supply, to provide suitable evidence proving the actual tax exemption of the supply. The evidence shall be made available to the Supplier as original documents within 30 days of collection of the delivery item from the Supplier, failing which the Supplier is entitled to (subsequently) charge the statutory Austrian value added tax. The prices valid on the day of delivery apply to all items of sale. If production costs change due to price increases for raw materials, design changes resulting from the use of other materials, wages etc., the prices will change accordingly.

In the case of payment by bill of exchange or cheque, the Supplier accepts no liability for timely presentation and protest. Bills of exchange and cheques are accepted only on account of payment, not in lieu of payment. All discount or other charges will be passed on to the Purchaser. Default interest, exchange losses and the like shall be borne by the sender.

A deterioration in the buyer’s solvency or non-compliance with the agreed terms of payment entitles the Supplier to amend them.

In the event of suspension of payments, composition proceedings or bankruptcy of the buyer, the purchase price claim becomes due immediately.

8a)Retention of Title

The Supplier retains title to the delivery item until all claims of the Supplier against the Purchaser arising from the existing business relationship – including future claims, also from contracts concluded at the same time or later, as well as all claims accrued as a result of default in payment, including legal fees – have been settled. This also applies if individual or all claims of the Supplier have been included in a current account and the balance has been struck. If the delivery consists of machine parts, the retained title to the delivered goods is not extinguished if the parts are installed. In the event of conduct by the Purchaser in breach of contract, in particular default in payment, the Supplier is entitled to take back the delivery item. Taking back or seizure of the item by the Supplier constitutes a withdrawal from the contract only if the Supplier expressly declares this in writing. In the event of seizures or other interventions by third parties, the Purchaser must notify the Supplier in writing without delay. The Purchaser is liable to the Supplier for financial losses resulting from failure to give such notification.

8b)Extended Retention of Title

The Purchaser is entitled to resell the delivery item in the ordinary course of its business, but only on condition that it irrevocably instructs its customer to pay the Supplier’s outstanding claim, in the amount notified by the Supplier itself, directly to the Supplier for the account of the Purchaser. Other dispositions, in particular pledging or transfer by way of security, are not permitted to the Purchaser. If the Purchaser resells the goods subject to retention of title to a third-party purchaser who does not pay for them immediately, the Purchaser must instruct the third-party purchaser in writing that the latter holds the goods on behalf of the Supplier as owner under retention of title and must make all payments directly to the Supplier for the account of the Purchaser until the Supplier’s claims have been covered in the amount notified by the Supplier; the Purchaser must inform the Supplier thereof. The right to resell lapses if the Purchaser suspends payments.

The Purchaser hereby assigns to the Supplier, already now, all claims accruing to it from the resale against the third-party purchaser or against third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. The Purchaser is prohibited from making agreements with the third-party purchaser which could in any way exclude or impair the Supplier’s rights.

In particular, the Purchaser may not enter into any agreement which nullifies or impairs the advance assignment of the claims to the Supplier. The Purchaser remains authorised to collect the claims assigned to the Supplier even after the assignment. The Supplier’s right to collect the claims itself remains unaffected; however, the Supplier undertakes not to collect the claims as long as the Purchaser duly meets its payment obligations. The Supplier may demand that the Purchaser provide it with all information required for collection, hand over the related documents and notify the debtors of the assignment. If the delivery item is resold together with other goods not belonging to the Supplier, the Purchaser’s claim against the third-party purchaser is deemed assigned in the amount of the delivery price agreed between the Supplier and the Purchaser.

The processing or transformation of goods subject to retention of title by the Purchaser is always carried out on behalf of the Supplier. If the goods subject to retention of title are processed or inseparably mixed with other items not belonging to the Supplier, the Supplier acquires co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed or mixed items at the time of processing or mixing. If goods of the Supplier are combined or inseparably mixed with other movable items to form a single item and the other item is to be regarded as the main item, it is deemed agreed that the Purchaser transfers proportionate co-ownership to the Supplier insofar as the main item belongs to the Purchaser.

The Purchaser holds the property or co-property in safe custody for the Supplier. In all other respects, the same applies to the item created by processing, combination or mixing as to the goods subject to retention of title.

The Supplier undertakes to release the securities to which it is entitled insofar as their value exceeds the claims to be secured, to the extent these have not yet been settled, by more than 50 %.

The Supplier’s retention of title is conditional in such a way that upon full payment of its claims including ancillary amounts, title to the goods subject to retention of title passes automatically to the Purchaser and the assigned claims accrue to the Purchaser.

The retention of title and the securities to which the Supplier is entitled remain in force until the Supplier has been fully released from contingent liabilities which it has entered into in the interest of the Purchaser.

The Supplier is entitled to insure the delivery item at the Purchaser’s expense against theft, machinery breakdown, fire, water and other damage, unless the Purchaser has demonstrably taken out such insurance itself. The costs incurred in taking back the goods subject to retention of title shall be borne by the Purchaser.

9.Liability for Defects, Warranty

For defects in the delivery, which also include the absence of expressly warranted characteristics, the Supplier is liable, to the exclusion of further claims, as follows:

All parts which, within 12 months (in the case of multi-shift operation within 6 months) of delivery, demonstrably become unusable or significantly impaired in their usability as a result of a circumstance prior to the passing of risk – in particular due to faulty design, poor materials or defective workmanship – shall be repaired or replaced free of charge at the Supplier’s option, exercised at its reasonable discretion. The discovery of such defects must be reported to the Supplier in writing without delay. The presumption rule of § 924 ABGB (Austrian Civil Code) and the reversal of the burden of proof to the detriment of the Supplier for defects that become apparent within 6 months of handover of the delivery item are excluded.

Replaced parts become the property of the Supplier. If dispatch, installation or commissioning is delayed through no fault of the Supplier, liability expires no later than 12 months after the passing of risk.

For third-party products, the Supplier’s liability is limited to the assignment of the liability claims to which it is entitled against the suppliers of the third-party product. The same applies to transport services. The liability claims are assigned without liability for their recoverability.

The Purchaser’s right to assert claims for defects becomes time-barred in all cases 12 months from the time of delivery.

No liability is assumed for damage that has arisen for the following reasons.

Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling – in particular excessive stress – unsuitable operating materials, substitute materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, unless they are attributable to the Supplier’s fault, as well as damage caused by continued use of the delivery item when a defect within the meaning of clause 9(a) is present.

The Purchaser must, after consultation with the Supplier, give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the Supplier considers necessary at its reasonable discretion; otherwise the Supplier is released from liability for defects. Only in urgent cases of danger to operational safety, of which the Supplier must be notified immediately, or if the Supplier is in default with remedying the defect, does the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reasonable reimbursement of its costs from the Supplier.

Of the costs arising from the repair or replacement delivery, the Supplier bears – insofar as the complaint proves to be justified – the costs of the replacement part including shipping. The costs of removal and installation – travel costs, travel and working time, subsistence allowances – as well as all other costs shall be borne by the Purchaser.

Liability for the replacement part and the repair only applies until expiry of the warranty period for the delivery item pursuant to clause 9(a) and (b) of these terms.

The Supplier may refuse to remedy defects as long as the Purchaser does not fulfil its obligations.

Any modifications or repair work carried out by the Purchaser or third parties without the Supplier’s prior written approval shall cancel liability for the resulting consequences.

The Purchaser has no further claims, in particular no claim to compensation for damage that has not occurred to the delivery item itself.

The Purchaser expressly waives the application of § 933b ABGB (special right of recourse), and this waiver is expressly accepted by the Supplier.

10.Purchaser’s Right of Withdrawal

The Purchaser may withdraw from the contract if the entire performance becomes finally impossible for the Supplier before the passing of risk. The Purchaser may also withdraw from the contract if, in an order for items of the same kind, the execution of part of the quantity becomes impossible and the Purchaser has a legitimate and demonstrable interest in rejecting a partial delivery; if this is not the case, the Purchaser may reduce the consideration accordingly.

If there is a delay in delivery within the meaning of clause 3 of the terms of delivery and the Purchaser grants the Supplier in default a reasonable grace period – which must be at least 1 month for series production and at least 3 months for special designs – with the express declaration that it will refuse to accept this performance after expiry of this period, and if this grace period is not met through the Supplier’s fault, the Purchaser is entitled to withdraw.

If the impossibility occurs during default of acceptance or through the fault of the Purchaser, the Purchaser remains obliged to render consideration.

All other further claims of the Purchaser are excluded, in particular claims for rescission, termination or price reduction, as well as for compensation for damage of any kind, including damage that has not occurred to the delivery item itself.

11.Supplier’s Right of Withdrawal

In the event of unforeseen events within the meaning of clause 3 of the above terms of delivery, insofar as they significantly change the economic significance or the content of the performance or have a significant effect on the Supplier’s operations, and in the event of subsequently arising impossibility of performance, as well as if the Purchaser fails to provide the data pursuant to clause 12(a) and (b) of these terms, the Supplier has the right to withdraw from the contract in whole or in part. The Purchaser has no claims for damages on account of such a withdrawal. If the Supplier wishes to exercise its right of withdrawal, it must notify the Purchaser without delay after recognising the implications of the event, even if an extension of the delivery period had initially been agreed with the Purchaser.

12.Prevention of Money Laundering and Terrorist Financing

To enable the Supplier to comply with its due diligence obligations under anti-money laundering law, the Purchaser undertakes to disclose to the Supplier, at the latest when placing the order, the beneficial owner(s) of the Purchaser as well as the bank account(s) from which the Purchaser is expected to make payments to the Supplier in the course of performing the supply contract.

In order to comply with the Supplier’s disclosure obligations towards credit institutions under anti-money laundering law, it may be necessary to transmit data of the Purchaser (information on the beneficial owner, payment data and data on the underlying supply contract) to credit institutions. For this purpose, the data will be stored for the duration of the retention obligations under anti-money laundering law. The Purchaser has the right of access (unless restricted under anti-money laundering law), rectification, erasure, restriction, data portability and to lodge a complaint with the data protection authority.

The provision of the data is mandatory; failure to provide it may make it impossible to conclude the contract.

13.Choice of Law and Place of Jurisdiction

Austrian law applies exclusively to legal disputes. The application of the UN Convention on Contracts for the International Sale of Goods (CISG), the conflict-of-law rules of the Austrian Private International Law Act (IPRG) and Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I Regulation) is excluded.

The contract language is German.

The contracting parties agree on Austrian domestic jurisdiction. The court with subject-matter jurisdiction at the Supplier’s registered office shall have exclusive local jurisdiction to decide all legal disputes arising from the contract.

14.Liability/Product Liability/Limitation of Liability

In all cases under consideration, the Supplier is only obliged to pay damages if the Supplier is guilty of intent and gross negligence; in the case of slight negligence, the Supplier is liable exclusively for personal injury.

In all cases, the Supplier’s fault must be proven by the Purchaser.

The Supplier’s liability is limited to € 500.00 per claim.

The Supplier is not liable for indirect damage, loss of profit or contractual losses, loss of interest, lost savings, consequential and financial losses, damage from third-party claims, damage due to business interruptions, loss of use, loss of data and programs and their recovery.

Any recourse claims asserted against the Supplier by the Purchaser or third parties under the title of “product liability” within the meaning of the Austrian Product Liability Act are excluded, unless the party entitled to recourse proves that the defect was caused within the Supplier’s sphere and was at least grossly negligent.

15.Severability Clause

Should individual provisions of these terms of sale and delivery be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining terms. The wholly or partially invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

Asamer Technologie GmbH, A-4650 Lambach/Austria

8b)Extended Retention of Title

The Supplier undertakes to release the securities to which it is entitled insofar as their value exceeds the claims to be secured, to the extent these have not yet been settled, by more than 50 %.

Általános szerződési feltételek

1.General

2.Offers, Order Confirmation

3.Delivery Time

4.Passing of Risk and Acceptance

5.Reservations

6.Special Designs

7.Price and Payment

8a)Retention of Title

8b)Extended Retention of Title

9.Liability for Defects, Warranty

10.Purchaser’s Right of Withdrawal

11.Supplier’s Right of Withdrawal

12.Prevention of Money Laundering and Terrorist Financing

13.Choice of Law and Place of Jurisdiction

14.Liability/Product Liability/Limitation of Liability

15.Severability Clause

Sütibeállítások

Általános szerződési feltételek

1.General

2.Offers, Order Confirmation

3.Delivery Time

4.Passing of Risk and Acceptance

5.Reservations

6.Special Designs

7.Price and Payment

8a)Retention of Title

8b)Extended Retention of Title

9.Liability for Defects, Warranty

10.Purchaser’s Right of Withdrawal

11.Supplier’s Right of Withdrawal

12.Prevention of Money Laundering and Terrorist Financing

13.Choice of Law and Place of Jurisdiction

14.Liability/Product Liability/Limitation of Liability

15.Severability Clause