1. offers are always non-binding, unless we expressly declare in writing that we are prepared to accept the conditions and prices submitted until a specific date. Catalogues and price lists do not constitute delivery offers.

2. contracts shall be deemed concluded when we have sent a written order confirmation or a delivery after receipt of the order. The information contained in catalogues, brochures and the like as well as other written or verbal statements are only authoritative if they are expressly referred to in the order confirmation. Subsequent amendments and additions to the contract must be confirmed in writing in order to be valid. The buyer’s terms and conditions of purchase shall only apply to us if we have confirmed this in writing.

3. the prices stated in the price list are ex works, excluding VAT, and are non-binding. The prices valid on the day of delivery shall be invoiced unless, in exceptional cases, orders are expressly confirmed at fixed prices. We reserve the right to change the price if the order differs from the total offer. The statutory value added tax will be invoiced separately at the applicable rate. Deliveries are made ex works for the account and at the risk of the recipient. For deliveries with a net value of EURO 200,- or more excluding VAT, delivery within Austria is free of charge.

4. the delivery deadlines stated in the order confirmations are largely fulfilled; however, they are not binding. The delivery period shall commence at the latest of the following dates:
a) Date of the order confirmation
b) Date of fulfilment of all technical, commercial and other requirements incumbent on the buyer;
c) Date on which the seller receives a down payment or security to be paid before delivery of the goods.
We reserve the right to make partial or advance deliveries and to invoice these. Any claims based on late deliveries will not be recognised. Operational disruptions of any kind, such as events of force majeure, work stoppages, shortages of raw and auxiliary materials, etc. shall release us from compliance with delivery obligations or fulfilment of any claims for compensation for the duration of such disruptions and also with regard to their consequences. These aforementioned circumstances shall also entitle us to extend the delivery period if they occur at our suppliers. In all these cases, the customer is not entitled to withdraw from the contract unless we expressly agree to a cancellation of the contract. If delivery on call has been agreed, the goods shall be deemed to have been called 1 year after the order at the latest. Use and risk shall pass to the Buyer upon dispatch of the delivery ex works or ex warehouse, irrespective of the pricing agreed for the delivery (e.g. carriage paid, CIF, etc.).

5 Payment terms and down payment conditions are stated in the order confirmation. These shall also remain valid for subsequent transactions unless we notify or confirm a change in writing. Verbal payment agreements and payment terms on purchase forms that do not comply with our terms and conditions are not binding for us. If the term of payment is exceeded, we shall be entitled to charge the usual interest and costs for the period from the due date until the date of receipt of payment. A payment shall be deemed to have been made on the day on which the seller can dispose of it. All related interest and expenses (such as collection and discount charges) shall be borne by the buyer. The buyer is not entitled to withhold or offset payments due to warranty claims or other counterclaims. If the Buyer is in default with an agreed payment or other performance under this or other transactions, the Seller may, without prejudice to its other rights, postpone the fulfilment of its own obligations until such payment or other performance has been effected and claim a reasonable extension of the delivery period. In any case, the seller is entitled to charge pre-litigation costs, in particular reminder fees and lawyer’s fees. Discounts or bonuses granted are conditional on full payment being made on time.

6. the seller retains title to all goods delivered by him until the time of delivery.
The customer reserves the right to demand full payment of all invoice amounts and claims arising from the business relationship plus interest and costs. In the event of mixing or processing with goods still owned by third parties, the seller shall acquire co-ownership of the new items in proportion to the invoice value of the goods delivered. The buyer hereby assigns to the seller his claim from a resale of goods subject to retention of title, even if these have been processed, remodelled or mixed, to secure the seller’s purchase price claim and undertakes to make a corresponding note in his books or on his invoices. Upon request, the buyer must inform the seller of the assigned claim and its debtor and provide all information and documents required for the collection of the claim and notify the third-party debtor of the assignment. In the event of seizure or other claims, the buyer is obliged to point out the seller’s right of ownership and to inform the seller immediately.

7. complaints of any kind, in particular transport damage, shall only be considered within 8 days of receipt of the goods, provided that the goods are still in the condition in which they were delivered. Subject to compliance with the agreed terms of payment, the Seller shall be obliged to remedy, in accordance with the following provisions, any defect affecting the functionality of the goods which exists at the time of delivery and which is due to a defect in design, material or workmanship. From information in catalogues, brochures, advertising material and written or verbal statements that have not been included in the contract, the following can be derived
no warranty claims can be derived. The warranty period is 12 months, unless special warranty periods have been agreed for individual delivery items. This also applies to goods and services that are firmly attached to a building or land. The warranty period shall commence at the time of the transfer of risk. The warranty claim presupposes that the buyer has immediately reported the defects in writing. The Buyer must immediately prove the existence of the defect, in particular provide the Seller with the documents or data available to him. In the event of a warranty claim, the seller shall, at his discretion, either repair the defective goods or the defective part at the place of fulfilment or have them sent to him for repair or make a reasonable price reduction. If goods are manufactured by the Seller on the basis of design data, drawings, models or other specifications provided by the Buyer, the Seller’s liability shall only extend to conditional fulfilment. Excluded from the warranty are such defects that arise from arrangement and assembly not carried out by the seller, inadequate set-up, failure to observe the installation requirements and conditions of use, overloading of the parts beyond the performance specified by the seller, negligent or incorrect handling and use of unsuitable operating materials. The seller is also not liable for damage caused by the actions of third parties, atmospheric discharges, overvoltage and chemical influences. The warranty does not cover the replacement of parts that are subject to natural wear and tear. The warranty shall expire immediately if the Buyer himself or a third party not expressly authorised by the Seller carries out modifications or repairs to the delivered items without the Seller’s written consent. Further claims, such as compensation for damages, penalties for delay, wages, loss of profit and the like, are rejected.

8. the seller shall only be liable for damages outside the scope of application of the Product Liability Act if intent or gross negligence on his part can be proven, within the framework of the statutory provisions. Liability for slight negligence, compensation for consequential damages and financial losses, unrealised savings, loss of interest and damages from third-party claims against the buyer are excluded.

9. in the event of non-compliance with any conditions for installation, commissioning and use (such as those contained in the operating instructions) or the official authorisation conditions, any compensation for damages is excluded.

10. if contractual penalties have been agreed, any further claims arising from the respective title are excluded. Assertion of claims Unless separately agreed or statutory provisions provide for shorter periods in individual cases, all claims of the buyer must be asserted in court within 3 years of the transfer of risk, otherwise the claim shall be forfeited.

11. if goods are manufactured by the seller on the basis of design data, drawings, models or other specifications of the buyer, the buyer shall indemnify and hold the seller harmless in the event of any infringement of industrial property rights. Execution documents such as plans, sketches and other technical documents as well as samples, catalogues, brochures, illustrations and the like shall always remain the intellectual property of the Seller and shall not be subject to change.
are subject to the relevant legal provisions regarding reproduction, imitation, competition, etc.

12. place of fulfilment and general place of jurisdiction for delivery and payment as well as for all other obligations is exclusively Vienna. All disputes arising from the contract – including those concerning its existence or non-existence – shall be settled exclusively by the court having subject-matter jurisdiction at the Seller’s principal place of business, in Vienna by the court having jurisdiction in the district court of Innere Stadt. The contract shall be governed by Austrian law to the exclusion of its conflict of law rules. The application of the
UNCITRAL Convention of the United Nations on Contracts for the International Sale of Goods is excluded. Should individual provisions of the contract or these provisions be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the intended purpose.

13 These Terms and Conditions of Sale and Delivery form an integral part of the delivery order concluded or accepted by our order confirmation. They therefore appear to be recognised in full by the customer when he places the order with us