General Terms and Conditions of Steel Line HandelsgmbH., Vienna
- Scope
- Prices
- Scope of delivery, delivery and performance time
- Terms of payment
- Retention of title
- Shipping, transfer of risk, partial deliveries
- Notice of defects and warranty
- General limitation of liability and statute of limitations
- Jurisdiction and applicable law
- Partial ineffectiveness
1. scope
These terms and conditions apply to all – also future – deliveries and services. In the case of drop shipments, the terms and conditions of the commissioned supplier plant shall apply in addition. We will be happy to provide the relevant terms and conditions upon request. Any terms and conditions of business of the customer are hereby rejected. Our offers are subject to change. Verbal agreements made by our employees shall only become binding upon written confirmation. In case of doubt, the INCOTERMS 1990 shall be decisive for the interpretation of trade terms. Complaints about order confirmations and invoices must be made in writing immediately upon receipt. They do not release you from the obligation to pay.
2. prices
Our prices are net cash ex works or ex warehouse plus costs for packaging, freight, insurance, customs, customs clearance costs, value added tax, etc., unless these services are expressly the subject of our offer and our order confirmation. Prices quoted free of freight charges shall apply on condition of open, unimpeded traffic on the relevant transport routes.
3. scope of delivery, delivery and performance time
Information on delivery times are approximate. Agreed delivery periods shall commence on the date of our order confirmation, but not before clarification of all details of execution, and shall be understood to be ex place of delivery. In the case of sales ex works, the delivery periods and dates shall also be deemed to have been complied with upon notification of readiness for dispatch if the goods cannot be dispatched on time through no fault of ours or through no fault of the supplier. The delivery periods shall be extended – without prejudice to our rights arising from the customer’s default – by the period of time by which the customer fails to fulfill its obligations towards us. This applies accordingly to delivery dates. Events of force majeure, even if they occur during an already existing delay, entitle us to postpone the delivery by the duration of the hindrance and a reasonable start-up time. If the performance of the contract becomes unreasonable for one of the parties, it may withdraw from the contract to that extent. Force majeure shall be deemed to include all circumstances which make delivery substantially more difficult or impossible for us, such as, for example, currency and trade policy measures or other sovereign measures, strikes, lockouts, operational disruptions (e.g. fire, machine and roller breakage, shortage of raw materials or energy) as well as obstruction of transport routes, irrespective of whether these circumstances occur at our works, at the supplier’s works or at a sub-supplier’s works.
4. terms of payment
Unless otherwise agreed, all payments shall be made in cash and without deduction within 14 days of the invoice date and from receipt of the invoice. Withholding of payments or offsetting on account of any counterclaims or notices of defects of the customer which are disputed by us and which have not been legally established are not permitted.
If the customer is in default after a reminder, he shall pay interest of 4% above the respective discount rate of the Austrian National Bank from the due date.
5. retention of title
All delivered goods remain our property until full payment of all our claims. Until revoked, the customer may process or sell (but not pledge or assign by way of security) our goods in the ordinary course of his business, provided he is not in arrears with his payments or has suspended his payments. If he processes our goods, he does so for us without any obligation on our part. The processed goods are also our property. If he processes our goods with other goods which were delivered under extended reservation of title, we shall acquire co-ownership of the product in the ratio of our invoice value to the invoice value of the co-processed items. If he sells our property, he shall also be obliged to sell under extended reservation of title; his claims shall already now be assigned to us, irrespective of whether they concern our unchanged goods or our goods after processing, mixing or combining. If he sells a stock or a product which, apart from our goods, consists only of such items as belong to him or were delivered to him under simple reservation of title, the entire purchase price claim shall be assigned to us.
The customer must inform us immediately of any pledging or other impairments by third parties.
6. shipping, transfer of risk, partial deliveries
We determine the shipping route and means as well as the carrier and freight forwarder.
Goods reported ready for dispatch in accordance with the contract must be called off immediately, otherwise we shall be entitled, after issuing a reminder, to dispatch them at our discretion at the expense and risk of the customer or to store them at our discretion and to invoice them immediately.
If, through no fault of our own, transport by the intended route or to the intended place in the intended time becomes impossible, we shall be entitled to deliver by another route or to another place; the additional costs incurred shall be borne by the customer. The client shall be given the opportunity to comment beforehand.
With the handing over of the goods to a forwarding agent or carrier, at the latest, however, when the goods leave the warehouse or the supplying plant, the risk – including the risk of seizure of the goods – shall pass to the customer in all transactions, also in the case of carriage paid and free domicile deliveries.
We are entitled to make partial deliveries to a reasonable extent. Customary excess or short deliveries of the contracted quantity are permissible.
7. notice of defects and warranty
We provide warranty for defects of the goods and for the absence of warranted characteristics in accordance with the following provisions:
Notices of defects must be received by us in writing immediately upon receipt of the goods. In the event of defects, machining and processing must be stopped immediately. If the customer does not give us the opportunity to convince ourselves of the defect, in particular if he does not immediately provide us with the rejected goods or samples thereof upon request, all warranty claims shall lapse. In the event of justified, immediate notification of defects, we shall take back defective goods and deliver faultless goods in their place; instead, we shall be entitled to rectify the defect.
If we do not comply with the obligation to make a replacement delivery or rectify defects or do not do so in accordance with the contract, the customer shall have the right to reduce the remuneration or, at its option, to rescind the contract.
We provide warranty for the repair and replacement delivery in the same way as for the original delivery or service.
8. general limitation of liability and statute of limitations
We shall only be liable for breach of contractual or non-contractual obligations, in particular for impossibility, delay, culpa in contrahendo and tort – also for our executive employees and other vicarious agents – in cases of intent and gross negligence, limited to the typical contractual damage foreseeable at the time of conclusion of the contract. This exclusion shall not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, in the absence of warranted characteristics and in cases of mandatory liability under the Product Liability Act.
All claims against us shall become statute-barred at the latest six months after delivery, unless longer limitation periods are mandatory in the case of work on land or buildings.
9. place of jurisdiction and applicable law
Unless otherwise agreed, the place of performance for all obligations of the Client shall be Vienna. We are entitled to sue the customer at his place of business. For all legal relations between us and the client, the law of the Republic of Austria shall apply for the legal relationship of domestic parties.
10. partial ineffectiveness
Should individual conditions of these terms and conditions of sale and delivery be ineffective, the remaining conditions shall remain effective.
Vienna, February 2007