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General Terms and Conditions of Sale and Delivery of Fruit Security GmbH, 257064k

§ 1 General provisions
(1) The following terms and conditions shall apply, as amended in each case, to all present and future sales contracts with us as seller, even if we do not explicitly refer to them in specific instances.
(2) We hereby object to any counter-confirmations, counter-offers or notes of the purchaser that refer to the latter's General Terms and Conditions; any deviating terms of the purchaser shall only apply if confirmed by us in writing. If the purchaser is a consumer within the meaning of the KSchG (consumer protection act), our terms shall only apply to the extent they do not violate any mandatory legal rules.
(3) The purchaser may assign any claims resulting from legal transac-tions concluded with us only upon our explicit consent.
§ 2 Contractual principles
(1) Our offers shall always be without obligation – in particular with re-spect to quantity, price and delivery time.
(2) (Purchase) Orders placed by the purchaser shall only be deemed accepted by us (even if placed by accepting any offer submitted by us) if we have confirmed them in writing.
(3) All of the documents that the conclusion of the contract was based on shall be considered to form the basis of the contract, and in the following order of priority:
a) our order confirmation sent to the customer
b) the customer’s (purchase) order
c) our underlying quotation
d) the fact sheets and specification sheets transmitted by us
e) the sampling documents and plans transmitted by us
f) other documents that the contract is based on
(4) The documents pertaining to the offer, such as illustrations, drawings, weight specifications and dimensions only represent approximations, unless they are explicitly designated as binding. We reserve the title and copyright to cost estimates, drawings, plans and other docu-ments; they must not be made accessible to third parties. Information contained in brochures and leaflets is non-binding.
(5) Structural or other analyses, ground anchor tests or checks for spe-cific customer requirements shall only be performed upon the cus-tomer’s explicit request, in the context of a contract for planning. Please note that our system must not be installed on ground anchors not checked for compliance.
§ 3 Terms of payment
(1) Our prices are indicated net of VAT as applicable at the time of per-formance of the delivery.
(2) If additional or increased costs (e.g. customs duties, currency adjust-ment) are incurred due to legislative changes occurring between the time of contract conclusion and delivery, we shall be entitled to in-crease the agreed prices accordingly.
(3) The purchase prices charged by us shall basically be due for pay-ment without deduction immediately after receipt of the invoice, un-less any other payment term is agreed in writing.
(4) We shall not accept bills of exchange or cheques, except if so agreed in exceptional circumstances and only as payment. Discount and note charges shall be for the account of the purchaser and shall be due immediately.
(5) If the invoice amount is not settled within 14 calendar days after the invoice date or on any other due date, we shall be entitled to charge default interest for damages in the amount accounted for, but at least – and regardless of fault – in the amount of 9.2 percentage points above the respective OeNB base rate p.a. (amount of the statutory default interest rate for transactions between entrepreneurs), without any separate dunning letter being required.
(6) If the purchaser no longer carries on any regular business operations, if, in particular, any cheque or note protest takes place or if any delay or even suspension of payment occurs, or if judicial or out-of-court composition proceedings are initiated or any proceedings under in-solvency law are opened with respect to its assets, or if such pro-ceedings are not opened but only for lack of sufficient assets to cover the costs, we shall be entitled to demand immediate payment of our claims from the business relationship, even if we have accepted notes or cheques. The same shall apply, if the purchaser is in default of its payments to us, or if other circumstances are revealed that raise certain doubts as to its creditworthiness. Moreover, in that event we are entitled to withhold outstanding services, to request payment in advance or to be provided with collateral or to rescind the contract.
(7) The purchaser shall only be entitled to offset any claims against our claims and to withhold or reduce any payments, if the counter-claims alleged by it in this respect have been established as final and abso-lute in court or explicitly acknowledged by us.
§ 4 Delivery / transfer of risk
(1) The goods shall always travel uninsured, and in any event at the risk of the purchaser. This shall also apply in case of delivery “carriage paid” and regardless of which means of transport is used. The risk of accidental destruction of the goods shall vest in the purchaser upon handover to the carrier. Transport insurance shall only be contracted upon the purchaser’s explicit request. Any costs incurred in this con-text shall be borne by the purchaser exclusively.
(2) Unless agreed otherwise in writing, the choice of the place of dis-patch and of the transport route as well as the means of transport shall be effected by us according to our best judgement, without as-suming any liability for the cheapest, best and quickest transport op-tion.
(3) If the purchaser provides the means of transport, it shall by respon-sible for providing the same on time. Any delays shall be notified to us in good time. Any resulting costs shall be borne by the purchaser.
(4) We shall be entitled to effect reasonable partial deliveries.
(5) Our delivery obligation shall always be subject to timely and proper delivery to us by our subcontractors.
(6) All delivery and unloading times indicated are non-binding, unless explicitly agreed otherwise in writing.
(7) Obstacles to delivery that are due to force majeure or due to unfore-seeable events that we cannot be blamed for, such as unfavourable weather conditions, breakdowns at our premises or at those of our subcontractors, strikes, lock-outs, official orders, subsequent lapse of export or import possibilities, as well as in connection with our res-ervation regarding delivery to us by subcontractors acc. to para. (5) above, or due to reasons attributable to the sphere of influence of the purchaser shall release us from the obligation to observe any delivery or unloading times agreed, for the duration and to the extent of the effects of such events. Such events shall also entitle us to rescind the contract, without any claims for damages or other claims arising on the part of the purchaser.
(8) If an agreed time of delivery or unloading is exceeded, without the existence of any delivery obstacle according to para. (7) above, and if the obstacle is attributable to our sphere of influence, the purchaser shall grant to us, in writing, a reasonable grace period of at least three weeks. If we culpably fail to observe said grace period as well, the purchaser shall be entitled to rescind the contract, but not to assert any claims for damages from non-performance or default, unless we have acted with intent or gross negligence.
(9) The purchaser is obliged to return to us empty containers (boxes, pallets etc.) of the same type, quantity and value as it has received them for the purpose of delivery.
§ 5 Warranty / damages
(1) The quality of the goods depends on commercial usage, unless oth-erwise agreed in writing in individual instances.
(2) Minor deviations shall not be considered as defects.
(3) The provisions on special recourse under § 933b ABGB (Austrian civil code) and on the decisiveness of public statements with respect to the scope of supply and services (§ 922 para. 2 ABGB) shall not apply. In any event, the existence of defects at the time of delivery must be demonstrated by the purchaser.
(4) The purchaser is obliged to examine the goods immediately upon delivery, or in case of collection upon takeover, in terms of quantity, weight and packaging and to record any complaints in this respect on the delivery slip or the B/L or the notice of receipt; and also to inspect the same for any defects and to report such defects immedi-ately.
(5) In case of any complaint about defects, the purchaser shall comply with the following formal requirements and deadlines:
a) The letter of complaint must be effected until expiry of the working day following delivery of the goods at the agreed place of destination or taking delivery of the same. If the letter of complaint refers to a hidden defect that initially remained undiscovered in spite of proper

initial examination acc. to para (4) above through no fault of the pur-chaser, deviating deadlines shall apply, according to which the letter of complaint must be effected until expiry of the working day following discovery of the defect, but within eight days after delivery of the goods or taking delivery of the same at the latest.
b) The detailed letter of complaint in writing must be received within the aforementioned deadlines (by post or by e-mail). Complaints by telephone shall not be sufficient. Complaints vis-à-vis commercial representatives or agents shall be irrelevant.
c) The letter of complaint must clearly indicate the type and extent of the alleged defect.
d) The purchaser shall be obliged to keep the rejected goods ready for inspection by us, our suppliers or any experts commissioned by us, at the place of examination.
(6) Complaints relating to the quantity, weight and packaging of the goods shall be excluded, if the comment required acc. to para. (4) above is missing on the delivery slip or B/L or the receipt. Moreover, any kind of complaint shall be excluded as soon as the purchaser mixes, uses, resells the delivered goods or has started to finish or process the same.
(7) Any goods that are not rejected in due form and in due time shall be deemed approved and accepted; in that case any warranty claims or claims for damages shall be excluded.
(8) In case of complaints lodged in due form and in due time, that are objectively justified, the customer shall only have the right to claim subsequent improvement or (if improvement is impossible) replace-ment, however subject to our right to replace the faulted goods in-stead of improving them, or to reduce the price instead of replace-ment or improvement, or to decide on redhibitory action.
(9) The purchaser shall not be entitled to any rights and claims beyond that. In particular, we shall not be liable towards the purchaser for damages due to non-performance or defective performance, unless there is intent or gross negligence on our part. Moreover, we shall not be subject to any liability for lost profit, consequential damage or for damage due to third-party claims.
(10)In case of unjustified letters of complaint or claims for damages that cause extensive investigations, the purchaser may be charged for the cost of the investigation.
(11)Before assembly and commissioning of the system, the customer shall – on its own – obtain and maintain any official approvals or no-tices that may be required for use and/or operation of the product. We shall not assume any warranty or liability for obtaining such ap-provals.
(12)We shall not assume any liability for direct losses or consequential losses resulting from improper use or maintenance, from non-com-pliance with our operating instructions, warnings, information sheets and/or any statutory and/or official regulations, or from modifications of components not authorised by us. Products may only be operated by staff familiar with our instructions and products.
§ 6 Retention of title
(1) The goods delivered by us shall remain our property until the pur-chaser has settled the claim in full.
(2) Any pledging of the goods subject to retention of title (reserved goods) shall be inadmissible.
(3) However, the purchaser shall be entitled to sell the goods delivered by us in the ordinary course of business. Moreover, we shall be enti-tled to revoke the purchaser’s selling powers by written notice, if the purchaser is in default of performing its obligations towards us, in particular its payments, or if other circumstances emerge that make its creditworthiness appear doubtful.
(4) The limitations of para. (3) above shall apply accordingly to the pur-chaser’s right to process the goods delivered by us. Through pro-cessing, the purchaser shall not acquire any title to the fully or par-tially produced objects; processing shall be effected without consid-eration and exclusively for us as the manufacturer. If, nevertheless, our retention of title expires through any circumstances whatsoever, we and the purchaser agree that the title to the objects shall vest in us upon processing, that we accept the assignment, and that the pur-chaser remains the keeper of the objects without consideration.
(5) If our goods subject to retention of title are processed or inseparably mixed with goods owned by third parties, we shall acquire co-owner-ship of the new objects or the mixed inventory. The scope of co-own-ership is derived from the proportion of the invoice value of the re-served goods delivered by us to the invoice value of the remaining goods.
(6) Any goods that we acquire title to or co-ownership of acc. to para. (4) and (5) above shall be considered as reserved goods in the sense of the following provisions, in the same way as the goods delivered to us subject to retention of title under para. (1) above.
(7) The purchaser hereby assigns the claims from resale of the reserved goods to us. The claims from any resale shall also include the claim against the bank that has opened or confirmed a letter of credit in favour of the purchaser (= reseller) in the course of the reselling transaction. We hereby accept said assignment. If the reserved goods are processed products or mixed inventory exclusively con-taining articles that either belonged to the purchaser or were supplied to the latter by third parties under the so-called ordinary retention of title (einfacher Eigentumsvorbehalt), the purchaser shall assign the entire claim from resale of the goods to us. Otherwise, i.e. in case of advance assignments to both us and other suppliers, we shall be en-titled to a fraction of the proceeds, namely a fraction corresponding to the proportion of the invoice value of our goods to the invoice value of the other processed or mixed goods.
(8) The purchaser is authorised to collect the outstanding amounts from resale of the goods by direct debit. However, we may revoke the pur-chaser’s direct debit authorisation if the purchaser is in default of per-forming its obligations towards us, in particular its payments, or if other circumstances emerge that make its creditworthiness appear doubtful. If the direct debit authorisation is revoked by us, the pur-chaser must immediately notify the debtors of the assigned claims upon our request and must provide us with the information and doc-uments required for the direct debit procedure.
(10)In case of third-party access to our reserved goods or to the receiva-bles assigned to us, the purchaser shall be obliged to refer to our title/our right and to notify us immediately. The costs of the interven-tion shall be borne by the purchaser.
(11)In case of violations of the contract, especially default of payment, the purchaser shall be obliged to surrender the reserved goods still in its possession, and to assign to us any claims for surrender relating to the reserved goods that may exist vis-à-vis third parties. The taking back and the seizure of reserved goods by us is not equivalent to rescission of the contract.
(12)In the instances mentioned in § 3 (6), we may require the purchaser to notify us of the receivables resulting from resale and assigned to us under § 6 (7), as well as the relevant debtors. We shall then be entitled to disclose the assignment at our discretion.
§ 7 Miscellaneous
(1) The place of performance shall be our registered office.
(2) The place of jurisdiction for all disputes arising from the contractual relationship shall be Weiz. However, we may also choose another place of jurisdiction.
(3) The law of the Republic of Austria shall apply. International sale of goods law shall be excluded. This shall explicitly apply to the appli-cation of the UN Convention on Contracts for the International Sale of Goods (CISG).
(4) The invalidity of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remaining provi-sions. Invalid provisions shall be deemed replaced by such valid pro-visions as are suitable to realise the economic purpose of the lapsed provision, to the extent possible.
(5) The purchaser explicitly consents to its personal data being stored and processed by automatic means with a view to performing this contract.
(6) In the event of any inconsistencies between the German version and a translation of the terms and conditions into another language, the German version shall apply exclusively to any issues that arise be-tween the parties.

 

General Terms of Service for Service Contracts (e.g. the planning, assembly and repair of anti-hail netting systems) of Fruit Security GmbH, 257064k

§ 1 General provisions
(1) The following terms and conditions shall apply, as amended in each case, to all present and future service contracts for the planning, installation and repair of anti-hail netting, rain protec-tion and irrigation systems, even if we do not explicitly refer to them.
(2) We hereby object to any counter-confirmations, counter-offers or notes of the customer that refer to its General Terms and Conditions; any deviating terms of the customer shall only apply if confirmed by us in writing. If the purchaser is a consumer within the meaning of the KSchG (consumer protection act), our terms shall only apply to the extent they do not violate any man-datory legal rules.
(3) The customer may assign any claims resulting from legal trans-actions concluded with us only upon our explicit consent.
§ 2 Contractual principles
(1) All our offers are without obligation.
(2) Orders placed by customers shall only be deemed accepted by us (even if placed by accepting any offer submitted by us) if we have confirmed them in writing.
(3) All of the documents that the conclusion of the contract was based on shall be considered to form the basis of the contract, and in the following order of priority:
a) our order confirmation sent to the customer
b) the customer’s (purchase) order
c) our underlying quotation
d) the fact sheets and specification sheets transmitted by us
e) the sampling documents and plans transmitted by us
f) other documents that the contract is based on
(4) The documents pertaining to the offer, such as illustrations, drawings, weight specifications and dimensions only represent approximations, unless they are explicitly designated as bind-ing. We reserve the title and copyright to cost estimates, draw-ings, plans and other documents; they must not be made acces-sible to third parties. Information contained in brochures and leaflets is non-binding.
(5) Structural analyses and ground anchor tests shall only be per-formed upon the customer’s explicit request. However, we shall point out their necessity, if applicable.
§ 3 Terms of payment
(1) Our prices are indicated net of VAT as applicable at the time of performance of the service.
(2) If additional or increased costs (e.g. customs duties, currency adjustment) are incurred due to legislative changes occurring between the time of contract conclusion and performance of the service, we shall be entitled to increase the agreed prices ac-cordingly.
(3) Our fee shall basically be due for payment without deduction immediately after receipt of the invoice, unless any other pay-ment term is agreed in writing.
(4) We shall not accept bills of exchange or cheques, except if so agreed in exceptional circumstances and only as payment. Dis-count and note charges shall be for the account of the customer and shall be due immediately.
(5) If the invoice amount is not settled within 14 calendar days after the invoice date or on any other due date, we shall be entitled to charge default interest for damages in the amount accounted for, but at least – and regardless of fault – in the amount of 9.2 per-centage points above the respective OeNB base rate p.a. (amount of the statutory default interest rate for transactions be-tween entrepreneurs), without any separate dunning letter being required.
(6) If the customer no longer carries on any regular business opera-tions, if, in particular, any cheque or note protest takes place or if any delay or even suspension of payment occurs, or if judicial or out-of-court composition proceedings are initiated or any pro-ceedings under insolvency law are opened with respect to its as-sets, or if such proceedings are not opened but only for lack of sufficient assets to cover the costs, we shall be entitled to de-mand immediate payment of our claims from the business rela-tionship, even if we have accepted notes or cheques. The same shall apply if the customer is in default of its payments to us, or if other circumstances are revealed that raise certain doubts as to its creditworthiness. Moreover, in that event we are entitled to withhold outstanding services, to request payment in advance or to be provided with collateral or to rescind the contract.
(5) The customer shall only be entitled to offset any claims against our claims and to withhold or reduce any payments, if the coun-ter-claims alleged by it in this respect have been established as final and absolute in court or were explicitly acknowledged by us.
(6) For price positions to be settled according to the actual costs incurred, Fruit Security shall indicate the unit price / hourly rate and estimate the amount of work to be actually performed. The customer agrees to the estimated amounts being non binding and subject to change. The price position in question may be adjusted upwards or downwards, depending on the actual amount of work incurred. The customer agrees to pay any addi-tional costs independent of any notice provided by Fruit Secu-rity. Any rescission of the contract by the customer shall be ex-cluded in this context.
§ 4 Official approvals / Third-party rights
(1) The customer shall – on its own – obtain and maintain any offi-cial approvals or notices that may be required for installation of the system, except if we are explicitly commissioned with ob-taining the same. We shall not warrant that we can obtain the relevant approvals.
(2) Any fees and other costs associated with the official proceed-ings (e.g. for approvals, notices, permits, statical and structural-physical tests) shall be for the account of the customer.
(3) The customer explicitly promises that it is entitled to install the system at the location provided for the purpose and that erection of the same will not violate any third-party rights. The customer shall indemnify us in this respect.
§ 5 Services to be provided by the customer
(1) The customer shall generally be responsible for the legal and factual constructability of the plot of land where the system is going to be installed (e.g. load-bearing capacity, subsoil).
(2) In the event that we are commissioned with the planning, as-sembly or repair of a system, the customer shall provide in ad-vance any information and documents required in this respect. The customer shall, in particular: make available a blueprint of the area where the system is meant to be installed, including the pipes and wires, stakes and constructions situated on site, both above ground and down to a depth of 3 m below ground; specify which crops need to be protected or irrigated and/or which ob-jects need to be protected; specify the heights, row widths, spacing between columns, designs, minimum clearance heights required from the customer’s perspective, in case of irrigation systems: the inflow amount to be provided etc.
(3) Our services will be provided based on the completeness of the information provided by the customer in writing. In the absence of information to the contrary, we shall provide our services based on average values. Any extra costs resulting from incom-plete or incorrect information shall be for the account of the cus-tomer. Any curtailing of the system or reduction of the relevant areas resulting therefrom shall not decrease our claim for con-sideration.
(4) The customer shall indemnify and hold us harmless with regard to any claims for damages by third parties due to losses caused by incorrect or incomplete information from the sphere of the customer.
(5) In the event that we are commissioned with performing assem-bly or repair work, the structural conditions must allow for unob-structed provision of the services or assembly work. Unless oth-erwise agreed in writing, the customer shall ensure, for its own account and on its own responsibility, that the following prereq-uisites are met, in particular:
a) for work associated with anti-hail netting and rain protection systems: existence of a paved access road and a parking position for the required excavator, assembly and delivery vehicles, accordingly for vehicles with a gross weight of 40 t;

b) existence of an eligible storage area next to the building site for interim storage and preparation of the components for assembly;
c) existence of an up-to-date blueprint of all pipes, wires and constructions situated on site, both above ground and down to a depth of 3 m below ground, or of a written confirmation by the customer to the effect that no pipes/wires and con-structions exist either above or below ground;
d) provision of site power supply (220 V/380 V) with at least 25 A fuse protection;
e) provision of construction site water and drainage pipes;
f) removal of obstacles or safety hazards within the work area (e.g. power lines) or appropriate protection of the work area;
g) any barriers securing the building site, if required.
(6) If the customer fails to meet the aforementioned obligations in para. (1)-(4), or fails to meet the same in time, or only meets the same in part, the extra costs incurred as well as any downtime shall be for the customer’s account. The same shall apply if ad-ditional services were promised by the customer but not pro-vided in time or in full (e.g. support staff for installation work to be provided by the customer). Moreover, we shall be entitled in these cases to withhold our services until the aforementioned prerequisites are met, or we may rescind the contract after granting a reasonable period of grace of 14 days.
§ 6 Dates and periods of performance
(1) The dates and periods of performance indicated are non-bind-ing, unless explicitly agreed otherwise in writing.
(2) Obstacles to performance that are due to force majeure or due to unforeseeable events and events that we are not responsible for, such as unfavourable weather conditions, non-availability of all documents and information required for planning, missing components that are required for assembly, malfunctions, strikes, lock-outs, official orders or due to reasons pertaining to the customer’s sphere of influence shall release us from the ob-ligation to observe any performance periods agreed, for the du-ration and to the extent of the effects of such events. Such events shall also entitle us to rescind the contract, without any claims for damages or other claims arising on the part of the customer.
(3) If an agreed period of performance is exceeded, without the ex-istence of any delivery obstacle according to the above para-graph (2), and if the obstacle is attributable to our sphere of in-fluence, the customer shall grant to us, in writing, a reasonable grace period of at least three weeks. If we culpably fail to ob-serve said grace period as well, the customer shall be entitled to rescind the contract, but not to assert any claims for damages from non-performance or default, unless we have acted with in-tent or gross negligence.
(4) If commencement of the service work is delayed through no fault on our part, or if the work is interrupted through no fault on our part, all additional costs incurred, such as travel expenses, travel time, the cost of room and board, and any idle time, may be charged to the customer.
§ 7 Warranty / damages
(1) In the event that we are commissioned with assembly or repair work, we represent that we will deploy qualified personnel, and warrant the proper execution of the services on the basis of the information provided to us. We shall not be liable for any losses caused by any mistake on the part of the customer.
(2) In case of non-observance of obligations or recommendations to the customer associated with installation, assembly, commis-sioning and use (for instance, as stipulated in § 5 or as con-tained in the operating and maintenance instructions), or of any official approval requirements, any claim for damages against us shall be excluded.
(3) In case of complaints lodged in due form and in due time, that are objectively justified, the customer shall only have the right to claim subsequent improvement or (if improvement is impossi-ble) replacement, however subject to our right to replace the faulted goods instead of improving them, or to reduce the price instead of replacement or improvement, or to decide on redhib-itory action.
(4) The customer shall not be entitled to any rights and claims be-yond that.
(5) In case of unjustified letters of complaint or claims for damages that cause extensive investigations, the customer may be charged for the cost of the investigation.
(6) In any case, we shall only be liable to the customer in case of intent or gross negligence. This shall apply, in particular, in case of violation of a duty to warn under §1168a ABGB (Austrian civil code). Moreover, we shall not be subject to any liability for lost profit, consequential damage or for damage due to third-party claims.
§ 8 Miscellaneous
(1) The place of performance shall be the respective place of pro-vision of the service, and in case of planning work our registered office.
(2) The place of jurisdiction for all disputes arising from the contrac-tual relationship shall be Weiz. However, we may also choose another place of jurisdiction.
(3) The law of the Republic of Austria shall apply to the exclusion of conflict of law rules. This shall explicitly apply to the applica-tion of the UN Convention on Contracts for the International Sale of Goods (CISG).
(4) The invalidity of individual provisions of these General Terms and Conditions of Sale shall not affect the validity of the remain-ing provisions. Invalid provisions shall be deemed replaced by such valid provisions as are suitable to realise the economic purpose of the lapsed provision, to the extent possible.
(5) The customer explicitly consents to its personal data being stored and processed by automatic means with a view to per-forming this contract.
(6) In the event of any inconsistencies between the German version and a translation of the terms and conditions into another lan-guage, the German version shall apply exclusively to any issues that arise between the parties.

General Terms and Conditions of Purchase of Fruit Security GmbH, 257064k

§ 1 General provisions
(1) The following terms and conditions shall apply, as amended in each case, to all present and future purchase contracts with us as purchaser, even if we do not explicitly refer to them in specific instances.
(2) We hereby object to any counter-confirmations, counter-offers or other notes of the seller that refer to the latter’s General Terms and Conditions; any deviating terms of the seller shall only apply if confirmed by us in writing.
(3) The seller may assign any claims resulting from legal transac-tions concluded with us only upon our explicit consent.
§ 2 Contractual principles
(1) Only purchase orders placed in writing shall be valid. Any changes or additions to purchase orders and any verbal agree-ments shall apply only if they are confirmed by us in writing.
(2) All of the documents that the conclusion of the contract was based on shall be considered to form the basis of the contract in the following order of priority:
a) the purchase order transmitted by us to the seller
b) sampling documents, plans, fact sheets and specification sheets transmitted by us to the seller (e.g. illustrations, drawings, weight specifications and dimensions)
c) the sample sent to us in advance by the seller and accepted by us in writing after inspection, together with the test docu-ments prepared by us in connection with the sample
d) the seller’s acceptance of the purchase order
e) the seller’s quotation on which the purchase order is based
f) other documents on which the contract is based
(3) We shall reserve the title and copyright to our drawings, plans, calculations, any other documents provided and any tools pro-vided; they must not be made accessible to third parties. Plans, tools or samples made by the seller on the basis of our purchase order shall become our property without any further charge. The seller shall also grant us, free of charge, exclusively and irrevo-cably, an unrestricted right to use the works created in connec-tion with our purchase order (e.g. developed products and tools, etc.). We shall be entitled to any associated patents, utility model rights or other property rights.
(4) If the seller’s acceptance deviates from our purchase order plus documents, the seller must clearly point this out. We shall be bound by these deviations only if we agree to them explicitly and in writing.
(5) Goods supplied by the seller must comply with the safety regula-tions in force at the time of ordering as well as conform to the latest technological developments and all relevant standards. The seller must provide us with all documents relating to the pur-chase orders, such as plans, assembly plans, specification sheets, quality documents, installation instructions, wearing parts lists, processing instructions and operating instructions, etc.
(6) If our desired requirements or the documents we provide raise any doubts for the seller, the seller must inform us immediately in writing.
(7) The seller must notify us of any change of materials or manufac-turing processes in good time prior to delivery. Such changes must be approved by us in writing.
(8) Upon the handover of the contractual goods, we shall become their owner; any retention of title provided for in the seller’s terms and conditions shall not apply to us.
§ 3 Delivery periods / consequences of delay
(1) Unless otherwise agreed, the delivery or performance period shall begin on the day on which we place our purchase order. Unless a time limit has been agreed separately, delivery must be made without delay.
(2) Any identifiable delays in delivery must be reported to us imme-diately, with details of the expected duration of such delay. Any extension of the deadline shall require our written consent.
(3) As soon as it has been established or communicated by the seller that the seller shall not meet the delivery deadline, we may take any necessary measures at the seller’s expense to avert any fur-ther impending damage or loss to the customer and/or to us as a consequence.
(4) The delivery shall be timely if the goods arrive at the destination specified by us within the delivery period and have the charac-teristics stipulated in the contract. If any part of the delivery or the entire delivery does not have the characteristics stipulated in the
contract, we may reject the entire delivery or the parts concerned within a reasonable period of time, and the goods shall be deemed not delivered and not accepted to this extent.
§ 4 Dispatch / delivery
(1) The goods must be packaged in such a way that transport dam-age is avoided. Any damage or loss caused by improper pack-aging shall be at the seller’s expense.
(2) All transport regulations required by us must be observed. If we do not specify any transport regulations, the seller must consult us and, if in doubt, choose the most suitable and cost-effective method of shipment.
(3) With deliveries, the risk shall be transferred upon acceptance by us, usually at the destination specified by us.
(4) Unless otherwise agreed, DDP shall apply in accordance with Incoterms 2010.
(5) The goods must arrive at the times stated by us for receipt of the goods.
(6) If agreed payment instruments or shipping documents are miss-ing or incomplete, we shall reserve the right to refuse to accept the seller’s goods; this shall be at the seller’s expense and risk.
§ 5 Invoice
(1) The invoice must contain all the order details, comply with legal requirements and be transmitted to us once the delivery has been completed in full.
(2) We reserve the right to return any invoices that do not comply with legal requirements to the seller unprocessed. In that case, the invoice shall be deemed not to have been issued.
§ 6 Payment
(1) The period for payment of the invoice shall begin as soon as the delivery, including any specification sheets, quality documents and other documents to be delivered have been accepted by us and we have received a properly issued invoice.
(2) Unless otherwise agreed, payment shall be made within 60 days of the start of the payment period or within 30 days minus a 3% discount. Payment may be withheld until defects have been rec-tified.
(3) The seller shall only be entitled to offset against our claims as well as to assert a right of retention if the claims asserted by the seller for this purpose have been established as final and abso-lute by the courts or explicitly acknowledged by us.
§ 7 Warranty / damages
(1) The warranty period shall be two years and shall commence from acceptance of the goods in the case of obvious defects and from detection in the case of hidden defects. Any obligation to give notice of defects pursuant to § 377 of the Austrian Commercial Code (UGB) is hereby excluded.
(2) We shall be entitled to assert rights of recourse against the seller pursuant to § 933b of the Austrian Civil Code (ABGB) even if our (end) customer is not a consumer.
(3) In the event of existing defects, the seller shall, at our discretion, either grant a reasonable price reduction or remedy the defects itself (on-site if applicable) or deliver new goods without any de-fects within a reasonable period of time. If the goods have al-ready been installed, the seller must assume all costs associated with removal and installation and perform any necessary resto-ration in connection with this at its own expense. In case of im-minent danger, we shall be entitled to take any measures neces-sary or reasonable to prevent further damage or loss, at the seller’s expense. All costs associated with remedying the defect (most notably investigation costs, removal and installation costs, and travel expenses, etc.) must be reimbursed by the seller re-gardless of fault.
(4) Within two weeks of receiving our request, the seller shall under-take to provide us with the names of any importer, upstream sup-plier or manufacturer as well as to supply us with any information and documents necessary or requested for a defence against product liability claims.
(5) The seller shall also, on request, assign to us as payment any compensation or warranty claims to which it is entitled vis-à-vis its suppliers / predecessors in title in connection with the existing defect.

§ 8 Miscellaneous
(1) The place of performance shall be our registered office.
(2) The place of jurisdiction for all disputes arising from the contrac-tual relationship shall be Weiz. However, we may also choose another place of jurisdiction.
(3) The law of the Republic of Austria shall apply. International sale of goods law shall be excluded. This shall explicitly apply to the application of the UN Convention on Contracts for the Interna-tional Sale of Goods (CISG).
(4) The invalidity of individual provisions of these General Terms and Conditions of Purchase shall not affect the validity of the remain-ing provisions. Invalid provisions shall be deemed replaced by such valid provisions as are suitable to realise the economic pur-pose of the lapsed provision, to the extent possible.
(5) The seller hereby explicitly consents to its personal data being stored and processed by us by automatic means in fulfilment of this contract.
(6) In the event of any inconsistencies between the German version and a translation of the terms and conditions into another lan-guage, the German version shall apply exclusively to any issues that arise between the parties.