of Steinbach International GmbH, FN 179106t, Aistinger Straße 2, 4311 Schwertberg
(Version February 2016)
1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS
1.1 The following General Terms and Conditions (hereinafter also referred to as GTC) shall apply exclusively to the contracts concluded between Steinbach International GmbH (hereinafter also referred to as "Supplier"), which is registered in the commercial register of the Linz Commercial Court under FN 179106t, and the ordering party, purchaser or customer (hereinafter also referred to as "Customer"), in particular contracts for work and services, purchase contracts or other commissioned services such as, in particular, consulting services or commissioning at the respective Customer or assembly services.
1.2 By signing the order confirmation, the customer submits to the validity of these GTC. If the supplier has a long-term business relationship with the customer or if the customer places follow-up orders, these GTC shall apply even if their validity is not specifically referred to. Likewise, these GTC shall apply to all ancillary work and other ancillary services associated with the performance of the service. The GTC shall also apply to subsequent orders, even if they are not separately agreed verbally or in writing or if they are not taken as a basis for an order or an order confirmation. Verbal agreements with the supplier shall only be effective if they are confirmed in writing by the supplier.
1.3 Provisions that deviate from or supplement these GTC and are contained in the supplier's order confirmation or in separately negotiated contracts shall take precedence over the GTC. General terms and conditions or forms of the customer shall in no case become part of the contract, irrespective of whether the supplier was aware of them or expressly objected to their validity.
1.4 If the customer is a consumer within the meaning of the Consumer Protection Act, reference is made to this in the individual clauses.
2. CONCLUSION OF CONTRACT
2.1 Communications from the supplier are fundamentally non-binding, even if prices, deadlines and other technical specifications are communicated therein; technical information or solution proposals from the supplier are also without guarantee, as are descriptions, samples or specimens presented in public statements by the supplier. The same shall apply if the Supplier issues only a provisional order confirmation on the basis of an order placed by the Customer.
2.2 The contract shall be concluded upon receipt by the supplier of the order confirmation signed by the customer. Any amendments or additions made by the customer after the conclusion of the contract shall have no effect vis-à-vis the supplier, even if they are not objected to by the supplier.
2.3 If the order confirmation signed by the customer differs from his order, the order confirmation shall apply in case of doubt, unless the customer is a consumer.
2.4 If the product dimensions according to the order change, the resulting additional costs shall be charged to the customer.
3.1 If the order confirmation signed by the customer does not contain any specifications, ex works delivery (in accordance with Incoterms 2000) shall be deemed to have been agreed.
3.2 Agreed deliveries require that the delivery road is passable by heavy goods vehicles.
3.3 The goods are also deemed to have been delivered if they are not called up immediately on the delivery date after notification of readiness for dispatch by the supplier.
3.4 The goods are packaged as is customary in the industry. Packaging material will only be taken back or reimbursed if this has been agreed in writing.
3.5 The goods will only be insured against transport damage, transport loss or breakage at the written request of the customer and at the customer's expense. The customer is obliged to check the delivery immediately upon handover, but within five working days at the latest. The customer loses the right to invoke a lack of conformity of the delivery if he fails to carry out this immediate inspection or if he fails to give written notice of a lack of conformity immediately after the time at which he could have recognised it in the course of a proper inspection, stating the exact nature of the lack of conformity.
3.6 Externally visible transport damage must be reported immediately upon receipt of the goods and the nature and extent thereof must be communicated to the supplier in writing without delay.
3.7 The second and third sentences of point 3.5 do not apply if the customer is a consumer.
4. DEFAULT OF ACCEPTANCE
4.1 If the customer is in default of acceptance (in particular due to non-acceptance after notification of readiness for dispatch), the goods will be stored either with the supplier or with a third party at the customer's expense and risk. If the goods are stored at the supplier's, the supplier is entitled to demand a fee that corresponds to that of a public warehouse. The supplier is only liable for the deterioration or destruction of the goods stored by him in the event of intent or gross negligence. This does not affect the rights of the supplier within the meaning of Sections 373 ff UGB.
4.2 If the customer does not accept the goods in whole or in part, the supplier can (i) withdraw from the contract after setting a grace period of 14 days and / or (ii) demand compensation for non-performance, whereby the supplier is entitled without proof of damage or fault and, waiving any judicial right of moderation, to request 30% of the respective order amount and, in addition, compensation for the damage actually incurred, including the lost profit. This applies in particular to goods that are specially made at the customer's request or that are adapted to the customer's request. The same applies if the contract is canceled for other reasons for which the supplier is not responsible.
5. FORCE MAJEURE
5.1 Force majeure and other unpredictable hindrances that cannot be influenced by the supplier, such as labor disputes, official measures, traffic disruptions, interruptions in the energy supply and the like, as well as accidents for which the supplier or the supplier's sub-supplier is not responsible, release the supplier from the delivery obligation for the duration of their effects, even if they occurred at the supplier's sub-supplier or his sub-supplier.
5.2 If the hindrance exceeds the duration of two months or if it is already evident at the beginning that the duration of two months will be exceeded, both the supplier and the customer are entitled to withdraw from the contract. The customer's right of withdrawal is excluded as soon as the supplier has informed the customer that the obstacle has ceased to exist and has announced the delivery within a reasonable period. If the delivery becomes impossible due to the aforementioned hindrances, the supplier's obligation to deliver expires.
6. DELIVERY DATES
All delivery dates and deadlines are approximate and apply subject to unforeseeable events and hindrances. If an agreed delivery date is exceeded by more than 6 weeks, the supplier is in default and the customer has to set a delivery period of at least 6 weeks. If this subsequent delivery period expires without result, the customer can withdraw from the contract if he has notified the supplier of the withdrawal by setting the subsequent delivery period. The delivery period does not begin before the date on which the supplier receives the written order confirmation from the customer. It is extended by the period of time that is then necessary until details are clarified or official approvals are obtained that are to be obtained or restored by the customer; The same applies if the delivery is made dependent on the payment of a deposit or on the security of payment by the customer. If the supplier has not taken over the dispatch, the notification of readiness for dispatch is decisive for the timely delivery.
7. PARTIAL DELIVERIES
Unless expressly agreed otherwise, the supplier is permitted to make partial deliveries that are to be accepted and paid for by the customer. The supplier is also entitled to deliver before the agreed delivery date. Withdrawal from the contract or any other dissolution of the contract, for whatever reason, does not cancel the contract for the partial deliveries that have already been made, unless the reason for the withdrawal from the contract or the dissolution of the contract also includes the partial deliveries that have already been made.
8.1 The supplier guarantees that the delivery corresponds to the quality specified in the written order confirmation signed by the customer.
8.2 If the order confirmation signed by the customer does not contain any information on the quality of the goods, an average, standard quality, taking into account the customs at the place of manufacture of the goods, is deemed to have been agreed.
8.3 Descriptions of goods in advertising or in other public statements addressed to an indefinite group of people do not represent a description of the quality of the goods.
8.4 Deviations in size, weight or quality are permitted within the framework of the agreed standards or those existing in the supplier's country. The same applies to the usual tolerances when determining the quantities according to mathematical principles.
8.5 For goods that are described as inferior quality, such as "second choice", the warranty is accordingly limited to the properties that can be expected according to the special labeling of the goods.
8.6 No guarantee is given for production and material-related deviations in color nuances.
8.7 The customer is only entitled to return goods with the express written approval of the supplier. In all cases, this will be credited with a maximum of 90% of the fee actually paid. The customer must bear the transport costs incurred.
8.8 The guarantee for the deliveries made by the supplier is two years, calculated from the time the customer is informed that the goods are ready for dispatch or - in the case of dispatch - from the time they are handed over to the first carrier; this also applies if the dispatch is carried out by the supplier. This does not affect the risk-bearing regulations according to Incoterms 2000 if the place of fulfillment is determined by reference to Incoterms. Correcting defects does not lead to an extension of the warranty period.
8.9 The warranty claim expires in the event of changes, processing or improper handling of the delivered goods. The supplier does not have to pay for the costs of remedying defects himself.
8.10 The application of the special right of recourse according to § 933b ABGB is excluded.
8.11 Point 8.3, Point 8.7 and Point 8.8 do not apply if the customer is a consumer.
8.12 The statutory warranty periods apply to consumers. The relevant provisions of the KSchG apply to the transfer of risk.
9. MANUFACTURER'S DECLARATIONS
9.1 Guarantee declarations by the manufacturer of the goods, even if they are passed on by the supplier, only justify claims against the manufacturer. Such guarantee commitments are neither part of the supplier's guarantee nor do they constitute a guarantee or guarantee that goes beyond the supplier’s guarantee or that supplements it.
9.2 The supplier is not liable for the correctness of information on handling, operation and running, insofar as such information is contained in brochures, technical descriptions or other instructions; these are the responsibility of the manufacturer or the importer.
10.1 The supplier is only obliged to pay damages due to a breach of the contractually assumed obligation or an obligation existing under the law if he is intentional or grossly negligent. The proof of this is incumbent on the customer; the same applies to the replacement of consequential damage.
10.2 Claims for compensation for lost profits as well as claims for reimbursement of expenses for business interruption, loss of production or indirect damage due to the delivery of goods that are in breach of contract are excluded.
10.3 The contract concluded between the parties does not contain any protection obligations in favor of third parties. This also applies if it can be foreseen that a third party will be the recipient of the service or that a third party will come into contact with the goods.
10.4 The claim for damages expires in any case with the treatment or processing of the delivery or its resale without the supplier being given the opportunity to examine the lack of conformity. Any liability or recourse claims, including any claims from consequential damage caused by a defect, are also limited to 50% of the fee agreed or paid in the context of the respective order, but in any case to EUR 20,000.00, and are statute-barred within six months from the time the damage was first discovered and the person liable to pay compensation.
10.5 Point 10.4, second sentence, does not apply to consumer transactions.
11. PRODUCT LIABILITY
11.1 Excepted from the restrictions provided under point 10, liability for defective products, which cannot be waived, is insofar as a person is injured, killed or harmed to health.
11.2 Liability for damage to property from a product defect, namely for all companies involved in the manufacture, import and distribution, is excluded. The customer undertakes to apply this exclusion of liability to his customers. Claims for recourse within the meaning of the statutory regulations specified in the preceding paragraph are excluded, unless the person entitled to recourse can prove that the error was caused by the supplier and was at least grossly negligent. Recourse claims by the customer against the supplier (in particular according to § 12 PHG) are excluded.
11.3 Points 11.1 and 11.2 are not applicable to consumer transactions; the statutory provisions of the current version of the Product Liability Act apply.
12.1 Unless otherwise agreed, the supplier's prices are ex works without packaging, transport insurance, freight and assembly.
12.2 Taxes, contract fees, export, import and implementation fees, customs and duties, official commission fees and the like are borne by the customer.
12.3 The supplier's prices are based on the wage and material expenses applicable at the time of the order confirmation; if these increase between the time the contract is concluded and the execution of the order, the supplier is entitled to pass these increases on to the customer. The same applies to other increases that cannot be influenced by the supplier due to taxes, customs duties or transport tariffs.
13. TERMS OF PAYMENT
13.1 All prices are in euros, exclusive of statutory sales tax. The supplier's invoices are due for payment at the time of delivery, but at the latest at the time of invoicing.
13.2 Granting a discount presupposes that all previous invoices - with the exception of those to which the customer's legitimate objections are opposed - have been paid in full. If a liability is not paid in due time, discount agreements lose their effectiveness.
13.3 Checks and bills of exchange are only accepted after written agreement and only on account of payment. Exchange tax, discount, protest and collection charges are borne by the customer. The supplier does not accept any liability for the timely submission and protest.
13.4 The employees of the supplier are only entitled to accept payments with express written authorization to collect.
13.5 Incoming payments are credited first to the interest, then to the oldest claim of the supplier against the customer.
13.6 A set-off by the customer with counterclaims by the customer against claims by the supplier is not possible.
13.7 In the event of default in payment, without prejudice to further claims, default interest of 9.2 percentage points above the base rate in accordance with Section 456 of the Austrian Commercial Code is agreed. The base rate that applies on the first calendar day of each half year is decisive for the respective half year. In addition to the default interest, the supplier is entitled to claim compensation for other damages and expenses incurred as a result of the default, in particular the costs of extrajudicial and judicial enforcement or recovery measures.
13.8 If the customer is in default of payment, the supplier is also entitled to demand immediate payment of all outstanding claims; The supplier is also entitled to this right if he becomes aware of unfavorable circumstances regarding the solvency or economic situation of the customer after the conclusion of the contract.
13.9 If the customer does not comply with a request for payment despite setting a fourteen-day grace period, the supplier is entitled, without prejudice to other rights, to take back the goods owned by the supplier, without this being equivalent to a withdrawal from the contract (withdrawal clause) or from the contract in full or to withdraw in part while safeguarding the rights of the supplier, in particular the right to compensation for non-performance.
13.10 The customer is not entitled to withhold payments due to warranty claims or other counterclaims not recognized by the supplier.
13.11 Point 13.6 does not apply to consumers. If the customer is a consumer, he can set off against the supplier if it is a counterclaim by the consumer that is legally related to his liability, if the supplier becomes insolvent, if there is a final court judgment on the consumer's counterclaim and if the supplier has recognized the counterclaim.
Point 13.7 does not apply to consumer transactions. The statutory default interest rate for consumer transactions is 4%.
13.12 In cooperation with Klarna AB (publ), Sveavägen 46, S-11134 Stockholm, we offer the following payment options. Payment is made to Klarna:
- Invoice: The payment period is 14 days from the dispatch of the goods / the ticket / or, in the case of other services, the provision of the service. The complete terms and conditions for purchase on account for deliveries to Germany can be found here and for deliveries to Austria here.
- Hire purchase (only available for Germany): With Klarna's financing service, you can pay for your purchase flexibly in monthly installments of at least 1/24 of the total amount (but at least 6.95 EUR) or under the conditions otherwise specified in the cash register. Payment in installments is due at the end of the month after Klarna has sent a monthly invoice. You can find more information on hire purchase including the general terms and conditions and the European standard information for consumer credit here.
- Immediately: Your account will be debited immediately after placing the order.
- Credit card (Visa / Mastercard)
- Direct debit: The debit is made after the goods have been dispatched. You will be informed of the time by email.
14. RESERVATION OF TITLE
14.1 All goods and deliveries remain the property of the supplier until they have been paid for in full. In addition, the supplier reserves ownership of his goods (even if these specific goods have been paid for) until all claims from the business relationship with the customer have been paid; The claims of the supplier also include all ancillary claims such as interest, costs and claims for reimbursement of expenses.
14.2 If the claims from the delivery are included in a current invoice, the reserved property secures the highest outstanding balance.
14.3 If the customer hands over bills of exchange or checks, the security provided by the reserved property only expires when the supplier has unlimited access to the bank credits from the redemption or escalation.
14.4 The reserved right of ownership of the supplier also extends to the newly created goods in the case of processing, blending or mixing with other goods; In this case, processing, blending or mixing takes place free of charge exclusively for the supplier.
14.5 Should the retention of title expire due to any circumstances, the supplier and customer already agree that ownership of the goods shall pass to the supplier who accepts the transfer of ownership when they are processed, mixed or mixed. In this case, the customer remains the custodian free of charge.
14.6 When processing objects that are still in third-party ownership, the supplier acquires joint ownership of the new goods. The extent of this co-ownership results from the ratio of the invoice value of the goods delivered by the supplier to the invoice value of the remaining goods. If the goods subject to retention of title are resold by the customer (possibly after processing, mixing or blending), his purchase price claim takes the place of the reserved property. This purchase price claim from the resale is assigned to the supplier at the time it arises. He acquires property from the customer in the form of the constitution of property. The customer must note the fact of this assignment in his books and on the outgoing invoices, as well as notifying the recipient of the goods. The supplier has the right to gain knowledge of the fulfillment of this obligation by viewing the customer accounts and the open item list.
14.7 The customer must adequately insure the goods subject to retention of title against fire, theft and damage by third parties. He has to assign the claim from the insurance contract to the supplier and notify the insurer thereof. The customer is prohibited from establishing contractual security interests in the goods that are subject to retention of title. If the goods subject to retention of title are covered by enforcement acts, the customer must inform the enforcement body of the third-party property and inform the supplier of this at the latest within 24 hours.
14.8 If bankruptcy proceedings are opened against the customer's assets, the bankruptcy estate is prohibited from selling the goods subject to retention of title at the time the bankruptcy is opened.
14.9 If the customer is in default of payment with regard to the payment secured by the retention of title, the supplier is entitled to take possession of the goods subject to retention of title at any time, even if the contract has not yet been terminated (right of withdrawal).
14.10 If the reserved property or the advance assignment of further sales proceeds are not effective under the property law of the place where the delivery is located, but this right allows similar forms of security, this form of security is deemed to have been agreed. If the customer has to take appropriate actions or make declarations to ensure the effectiveness of this security, he is obliged to proceed in this way even without the supplier's request.
14.11 The supplier is entitled to suspend or block the fulfillment of his own obligations at any time if it turns out after the conclusion of the contract that the customer will not fulfill a substantial part of his obligations (i) due to a serious lack of his ability to fulfill the contract or (ii) because of a serious lack of creditworthiness or (iii) because of his conduct in preparation for performance or (iv) in performance of the contract or previous contracts.
15. PLACE OF PERFORMANCE, PLACE OF JURISDICTION AND SEVERABILITY CLAUSE
15.1 The place of performance for delivery and payment is the supplier's registered office, even if the delivery takes place at a different location as agreed.
15.2 In the event of disputes arising from these GTC or a contract concluded with the supplier or relating to the violation, dissolution or nullity of the GTC or the contract, including disputes about the existence or non-existence of the GTC or a contract with the supplier, the contracting parties agree the exclusive jurisdiction of the relevant court in Linz, Austria. Irrespective of this, the supplier is entitled, at his discretion, to sue the customer in the proper court of law responsible for his registered office or branch.
15.3 For all questions regarding the interpretation of these GTC or all contracts concluded by the supplier with the customer and the fulfillment of the rights and obligations regulated in these, only formal and substantive Austrian law with the express exclusion of the United Nations Convention on Contracts for the International Sale of Goods (UN – Sales law) and other reference norms apply.
15.4 Point 15.2 does not apply to consumer transactions. The place of residence or habitual residence of the consumer is the agreed place of jurisdiction.
16.1 Should individual provisions of these GTC be invalid, this shall not affect the remaining content of the GTC. If the invalidity of one or more provisions or in any other way results in gaps in the performance of the contract, the contracting parties undertake to jointly agree on a provision that comes as close as possible to the economic result of the ineffective provision.
16.2 The customer expressly consents to the computerised storage and processing of the customer's personal data by the supplier in the performance of the contract. This declaration may be revoked by the customer at any time in writing by e-mail, fax or letter.
16.3 We point out that our terms and conditions are available on the Internet at any time and that the customer thus already accepts the respective current version of the GTC in advance.
17. INFORMATION ON ONLINE DISPUTE RESOLUTION PURSUANT TO ART. 14 PAR. 1 ODR REGULATION O
The European Commission provides a platform for online dispute resolution (ODR), which you can find at http://ec.europa.eu/consumers/odr/. We are neither obliged nor willing to participate in a dispute resolution procedure before a consumer arbitration board.