GENERAL TERMS AND CONDITIONS
ARO Fluid und Tooltechnik GmbH Status 2018
1. scope of application
Sales and deliveries of ARO Fluid und Tooltechnik GmbH (simplified as "the Company") are made exclusively in accordance with the following General Terms and Conditions of Business (hereinafter referred to as "GTC"), which the Buyer acknowledges by placing an order or accepting delivery. We always recognise the Buyer's terms and conditions of purchase only to the extent that they do not deviate from our contractual terms and conditions, even in the event that the former contain a provision to the contrary. Any legal invalidity of individual provisions of these contractual terms and conditions shall not affect the legal validity of the remaining provisions.
2. conclusion of the contract
2.1 Orders shall only be deemed accepted when they have been confirmed by us in writing. Until then, our offer shall be deemed non-binding. Telephone, electronic or verbal subsidiary agreements, supplements or amendments shall also require written confirmation by us in order to be effective.
2.2 We reserve the right to adjust prices accordingly for prices not expressly stated as fixed in our offers and order confirmations if cost factors (material, personnel costs, energy such as general charges, tariff and transport costs, etc.) change significantly after conclusion of the contract and before delivery. We are not bound to the adherence to previous prices in the case of follow-up orders.
3 Prices, terms of payment
3.1 If the parties have not agreed on a specific price, the price shall be determined in accordance with the Company's price list valid at the time of conclusion of the contract.
3.2 All prices of the Company are quoted ex works (INCOTERMS 2000) exclusive of value added tax at the prevailing rate and exclusive of charges for special packing, insurance charges, foreign taxes or duties or any charges applicable to the export or import of the Goods. All such charges will be invoiced separately.
3.3 Bills of exchange and cheques shall only be accepted after special written agreement and free of costs and charges for the Company.
3.4 Each invoice of the Company shall be due for payment on delivery; if payment is not made by the Buyer, default shall occur. Payments by the Buyer shall only be deemed to have been made when the payment is received by the Company in the currency shown on the invoice.
3.5 If the Buyer is in default of payment, the Company shall be entitled to charge default interest in the amount of 4% (four) percentage points above the base rate of the Austrian National Bank, calculated on an annual basis. The right of the Company to claim further damages caused by default shall remain unaffected. If partial payments have been agreed, the Company shall also be entitled to withdraw from the contract in the event of a delay of more than 30 days.
3.6 The Buyer shall only be entitled to set-off if his counterclaim is undisputed or has been established as final and absolute by a court of law.
3.7 The assertion of a right of retention by the buyer requires that his counterclaim is based on the same contract and is undisputed or legally established.
3.8 The Company shall be entitled to make outstanding deliveries only against advance payment or the provision of security if the risk of the Buyer's inability to perform becomes apparent after conclusion of the contract. If the advance payments or securities have not been provided even after expiry of a reasonable grace period, the Company may withdraw from individual or all affected contracts in whole or in part. The assertion of further rights by the Company shall remain unaffected.
4. delivery periods and dates
4.1 Delivery dates and delivery periods shall only be binding if they have been confirmed by the Company in writing and the Buyer has provided the Company in good time with all information and documentation required for the execution of the delivery and the Buyer has made any agreed advance payment in accordance with the agreement. The delivery periods agreed between the parties shall commence on the date of the order confirmation; in the case of additional or extension orders placed at a later date, the periods shall be extended accordingly.
4.2 Unforeseeable, unavoidable events beyond the Company's control, for which the Company is not responsible, such as force majeure, war and natural disasters, riots, delays in official approvals, industrial disputes, the rejection of an important workpiece or the breach of the Buyer's obligations to cooperate shall release the Company for their duration from the obligation to deliver or perform on time. Agreed deadlines shall be extended by the duration of the disruption and the Buyer shall be informed of the occurrence of the disruption in an appropriate manner. If the end of the disruption is not foreseeable or if it lasts longer than two months, either party shall be entitled to withdraw from the contract.
4.3 With regard to delivery items which the Company does not manufacture itself, Clause 4.2 shall apply mutatis mutandis to events affecting the supplier.
4.4 If deliveries are delayed by the Company, the Buyer shall only be entitled to withdraw from the contract if the Company is responsible for the delay and a reasonable period of grace for delivery set by the Buyer has expired to no avail.
4.5 If the Buyer is in default of acceptance or violates other obligations to cooperate, the Company shall be entitled, without prejudice to its other rights, to store the delivery items appropriately at the risk and expense of the Buyer.
4.6 A transaction for delivery by a fixed date shall only be deemed to exist if it is expressly designated as such by the Company in writing.
5. shipping
5.1 Unless otherwise specified by the Buyer, the Company shall determine the mode of transport, including any storage space required, in accordance with the shipping conditions, if any, in force at the time of or during delivery. At the request of the Buyer, the Company shall procure sea freight space, marine transport insurance (including the usual door-to-door insurance cover) and insurance against the risk of war, and shall engage forwarding agent services. All fees and costs incurred in connection therewith shall be borne by the Buyer.
5.2 Dispatch shall always be at the Buyer's expense. If despatch is delayed because of late or non-full payment by the Buyer or late notification of despatch instructions, the Buyer shall bear the storage charges from the date of notification by the Company that the Goods are ready for despatch. Where the Goods are in storage with the Company the charge shall not be less than 0.5 per cent of the invoiced price for each month of storage.
5.3 Partial deliveries are permitted and payment for them shall be due in accordance with the provisions of these GTC as soon as the shipment has been made and the invoices have been issued.
5.4 The Buyer must notify us immediately upon receipt of the goods of any claims based on a defective delivery.
6. transfer of risk
6.1 The risk shall pass to the Buyer - also with regard to partial deliveries - from the loading ramp of the Company. If acceptance takes place at the Company's works, this shall be decisive for the transfer of risk. The Buyer may not refuse acceptance in the event of an insignificant defect.
6.2 The Company shall not be liable for the transport of the Goods to the Buyer, even if the transport or shipping costs are payable by the Company.
6.3 If dispatch is delayed due to events beyond the Company's control, risk shall pass to the Buyer from the date on which the Goods are ready for dispatch.
7. packaging In the absence of other express agreements recognised by us in writing, we shall choose packaging at our best discretion. It will be charged at cost price and will not be taken back.
8. specifications
8.1 The delivery item will have the agreed quality at the time of the transfer of risk; this is measured exclusively according to the specific agreements made between the parties in writing regarding the properties, features and performance characteristics of the delivery item.
8.2 Unless expressly provided otherwise, the Company's specifications in respect of the Goods shall be subject to change by the Company in the course of their manufacture without notice to the Buyer. The Company reserves the right to make changes in design and other modifications whenever the Company considers that its Goods will be improved thereby but shall not be obliged to do so.
8.3 Information in sales catalogues, price lists and other information literature provided by the Company as well as other information describing the product shall in no case constitute a guarantee for a specific quality or an agreement on a specific quality of the delivered item.
9 Liability for defects, obligation to inspect
9.1 Unless otherwise agreed, the Company warrants that the goods are free from defects attributable to workmanship not in accordance with specifications, unsuitable materials or poor workmanship. In order to maintain its warranty claims, the Buyer is obliged to inspect the goods immediately after delivery and to notify the Company of any defects in writing and without delay, but no later than two weeks after delivery. Hidden defects must be notified to the Company in writing immediately after their discovery. If the Buyer fails to make this written notification, all claims based on these defects shall be excluded.
9.2 In the event of a notice of defects, the Company shall have the right to inspect and test the goods complained of. The Buyer shall grant the Company the necessary time and opportunity to do so. At the Company's request, the Buyer shall be obliged to return the rejected delivery item to the Company at the Company's expense.
9.3 If the delivered item has a defect covered by warranty, the Company shall be entitled, at its own discretion, to remedy the defect free of charge for the Buyer or to deliver an item free of defects as a replacement.
9.4 The Buyer shall give the Company the necessary time and opportunity to remedy the defect or to supply a replacement. Only after having immediately informed the Company of the relevant action shall the Buyer be entitled to remedy the defect himself or to have it remedied by a third party and to claim compensation for his necessary expenses from the Company in emergency cases where the safety of handling is endangered or in order to prevent disproportionately greater damage or if the Company is in default in remedying the defect.
9.5 The parts replaced by the Company shall be returned to the Company at its request and shall become the property of the Company.
9.6 The Company shall not assume any warranty for damage caused by unsuitable or improper use, in particular also by non-observance of the operating instructions, faulty commissioning, faulty handling or faulty installation by the Buyer or by unsuitable accessories or unsuitable spare parts or unsuitable repair measures or by natural wear and tear or corrosion or by operating equipment not in compliance with the specifications or by chemical or electrical influences, unless the damage was caused by the Company.
9.7 The Company shall bear the transport, travel, labour and material costs incurred for the purpose of rectification or replacement delivery.
9.8 If, within the reasonable period of time set by the Buyer, the defect is not remedied or a replacement delivery is made, or if the remedy or replacement delivery fails, or if it is unreasonable for the Buyer, or if the Company has refused to remedy or replace the defect, the Buyer may, at its option, rescind the contract, reduce the purchase price by a reasonable amount, or claim damages or reimbursement of its expenses.
9.9 The limitation period for claims for liability for defects is twelve months from delivery. The statutory limitation period shall apply to claims for damages on grounds other than defects in the delivered item or to rights of the Buyer in respect of fraudulently concealed defects or defects caused intentionally as well as to defects in buildings.
10. compensation We are not liable - if such claims for compensation by the buyer are not already excluded by law or contract - for any damages of any kind incurred by the buyer, insofar as such damages are not attributable to intentional or grossly negligent conduct on our part, for which, however, the burden of proof lies with the buyer.
11. product liability and liability for nuclear damage
11.1 If the Buyer sells the goods unchanged or after processing, transformation, combination with other goods, he shall indemnify the Company in the internal relationship against product liability claims of third parties insofar as he is responsible for the defect giving rise to the liability.
11.2 In the event that supplies of the Company are used in nuclear facilities, the following shall apply: The Buyer shall indemnify the Company and its suppliers against all third party claims arising from damage caused by a nuclear incident and shall not make any claim of its own against the Company in the event of damage caused by a nuclear incident inside or outside a nuclear facility.
11.3 Acceptance and inspection If acceptance is prescribed or necessary for the delivered products, acceptance must take place at our premises or at our factory, immediately after notification of readiness for dispatch. If the buyer fails to carry out acceptance, the goods shall be deemed to have been delivered in accordance with the conditions when they leave the factory. The costs of the acceptance shall be borne by the buyer.
12. property
12.1 The Company shall retain title to the goods delivered until the purchaser has paid the Company or its legal successor (in the event of a transfer of claims arising from sales, all rights of the Company, including the right of ownership, shall pass to the legal successor) the purchase price and all associated costs (shipping costs, insurance charges, etc.) for the goods. If a lien, mortgage or similar right has been specifically created in respect of the goods sold, the preceding sentence shall apply in respect of rights of ownership with the exception of the transfer of the Company's rights to the legal successor.
12.2 The Company permits the goods to be resold by the Buyer in the ordinary course of business.
12.3 If the Goods are resold or incorporated into another product, the Company's rights in the Goods shall pass to the proceeds of sale of the Goods or the product, which proceeds shall be collected on behalf of the Company and paid to the Company forthwith on demand.
12.4 Ownership of the goods sold by the Company shall not pass to the Buyer until the Company is able to dispose of the amount.
12.5 The Buyer shall store or mark the Goods in such a way that the Goods are clearly identifiable as the property of the Company. The Buyer shall ensure careful, proper and safe storage as well as insurance at replacement value and, upon request, provide appropriate proof with regard to insurance coverage. If the value of the securities exceeds our claims by more than 25%, we shall be obliged, at the Buyer's request, to release securities of our choice in the amount of the excess value.
13 Electronic Ordering System In the event that the sale and delivery under this Contract is conducted using the Company's electronic ordering system (the "System"), the following shall apply:
13.1 User passwords or other security measures may be required to use the system. The Buyer shall treat its user password and other security measures, if any, as confidential and in particular shall not disclose them to third parties not authorised to access the system. The buyer is liable for unauthorized access to the system by third parties.
13.2 All information that becomes available to the Buyer through access to and use of the System is confidential information and may not be disclosed to unauthorized third parties.
13.3 Insofar as the data entered into the system by the Buyer is personal data, such personal data shall be processed and stored in accordance with the respective provisions of data protection law.
14 General provisions
14.1 Amendments or supplements to this contract and/or these GTC as well as possible ancillary agreements must be made in writing. This shall also apply to any amendment of this written form requirement. The rights under this contract may only be assigned with the consent of the respective other party. The assignment of the Company's payment claims for the purpose of financing is permissible.
14.2 If any provision of this Agreement and/or these GTC is invalid in whole or in part, the validity of the remaining provisions shall not be affected thereby. In such a case, the parties shall endeavour to replace the invalid provision with the valid provision that comes closest to the invalid provision in terms of its economic purpose.
14.3 The Buyer undertakes not to resell, export or re-export the Supplies directly or indirectly to any person or to any country unless this would be in accordance with the export control regulations of the EU or other applicable export control regulations.
14.4 The Company shall not be bound by any regulations and shall not be obliged to comply with any rules or regulations (whether arising from purchase orders, tenders, guarantees or similar documents or from any regulations of any kind) if to do so would result in the Company or any of its Affiliates being subject to export regulations, tax regulations or other regulations from the country of manufacture or the country to which the Supplies concerned are to be exported or the regulations of which are applicable to the Supplies concerned.
14.5 The exclusive place of jurisdiction for all disputes arising from the contractual relationship shall be Sankt Pölten. However, the Company shall be entitled to sue the Buyer at any other statutory place of jurisdiction.
14.6 The law of the Republic of Austria shall apply to the exclusion of the conflict of laws provisions and in particular to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
ARO Fluid und Tooltechnik GmbH Status 2018
