General terms and conditions (GTC) for customers
of astebo gmbh | As of 01/01/2020 | Download as .pdf
1 Scope and general information
In connection with our deliveries of goods and other services for which astebo gmbh is the service provider, these general terms and conditions apply exclusively between astebo gmbh and the customer.
By concluding the contract (the order), the ordering company fully and exclusively agrees to the validity of these general terms and conditions in the latest version, also for future transactions.
The agreement of external terms and conditions is rejected and excluded by astebo gmbh. Astebo gmbh is not obliged to contradict external conditions, not even if astebo gmbh is aware of them. Deviations from our terms and conditions or terms and conditions are therefore ineffective and do not become part of the contract, unless we expressly acknowledge them in whole or in part in writing. Contracts are only made in accordance with the current terms and conditions of astebo gmbh. These terms and conditions are available online at www.astebo.com so that the contractual partner can find out about the current status before concluding a contract.
If an agreed clause violates mandatory law, the remaining provisions of this contract remain unrestricted and binding. Any ineffective contractual provision will be replaced by one that comes as close as possible to its economic content. This also applies accordingly to gaps.
Oral side agreements are ineffective.
2 Offer and conclusion of contract
Cost estimates are non-binding and chargeable, unless otherwise agreed in writing.
Offers are non-binding and non-binding. Unless otherwise stated, astebo gmbh is bound to its offer for four weeks. Offer documents may not be made accessible to third parties.
A legal transaction only becomes legally effective after a written order confirmation from astebo gmbh.
The information contained in our price lists, catalogs and advertising media do not represent offers and do not contain any information that determines performance within the meaning of Section 922 (2) ABGB.
All media directly or indirectly related to the contract, such as sketches, plans, samples, brochures and the like, without exception, remain the intellectual property of astebo gmbh and require the prior express and written consent of astebo gmbh before any transmission or transfer to third parties.
3 Delivery time, delivery time, default
Delivery times are always given as approximate and non-binding. Expressly agreed delivery periods begin on the date of our written order confirmation. They are extended by the period by which the contractual partner was or is in default of fulfilling its obligations to us.
In cases of force majeure, delivery deadlines / dates are appropriately extended or postponed. The same applies to strikes by the trade unions, transport delays, machine breakdowns, sovereign measures and other circumstances for which we are not responsible or which we cannot influence. The contractual partner is entitled to withdraw from the contract at the earliest twelve months after receipt of our notification.
If we are in default with the observance of delivery deadlines and delivery dates, the contractual partner is entitled to one-time compensation for delay after three reasonable grace periods, but no earlier than six months after notification, up to a maximum of 2% of the invoice value of the delivery affected by the delay.
Default of the customer
Delay is the deliberate or unintentional delay in performance. As a result, a delay must be avoided under all circumstances or immediately diversified with measures.
Should the purchaser nevertheless default, the following penalties apply as agreed:
Delay in the delivery or collection approval in the case of final production:
1.5% of the order amount per month. The final invoice is triggered at the time of final production and is due in accordance with the payment agreement.
In the event that the customer has transmitted incorrect or incomplete data for the preparation of the offer and / or during the preparation phase of the trade and has not corrected anything in good time before the start of the service, it must bear all associated direct or indirect additional costs.
<h2´3 style = "text-align: justify;"> transition from danger
Even in the case of carriage paid delivery, the risk is transferred to the purchaser at the latest when the delivery leaves the factory, even if partial deliveries are made or we provide other services, e.g. have taken over the commissioning of the carrier, delivery and installation or the shipping costs.
In the case of delayed acceptance by the purchaser ex works, the risk passes to the purchaser on the day of notification of readiness for dispatch.
Taking over the delivery
The orderer must check the delivery for completeness and visual defects immediately upon receipt. If the delivery is proven not to comply with the contractual provisions upon acceptance, the customer must give us the opportunity to remedy the defects immediately. The purchaser cannot refuse to accept the delivery and the associated invoice because of its defectiveness.
Our prices apply ex works and do not include the applicable taxes and duties. The costs of packaging, transport insurance, guarantees, freight and assembly, which are charged separately, are not included.
All taxes and duties associated with the order such as contract fees, export fees, import fees, implementation fees, extra charges, customs fees and duties, official commission fees, transfer fees.
If there is a difference in the exchange rate between the currency shown on the invoice and the euro, the purchase price is calculated based on the value ratio of the two currencies on the day the contract is concluded and thus represents the agreed purchase price offset.
5 cancellation option
In the event of the purchaser withdrawing for whatever reason, a cancellation fee as well as damages are due immediately and immediately for each progress stated plus the expenses incurred.
Order received 25%
Project planning started 30%
Construction started 50%
Production started 75%
Product / goods delivered 100%
of the total Order volume of the order
6 Reservation of Title
All products and merchandise remain the exclusive and unrestricted property of astebo gmbh until they have been paid for in full.
The contractual partner is entitled to combine our goods with other trades, but we receive priority co-ownership of the connected trade in proportion to the value of the goods of the trades to be connected.
In the event of seizure, confiscation or other interventions by third parties, the customer must notify us immediately.
If special legal provisions apply to the retention of title in the case of deliveries abroad, the customer is obliged to take all measures to make our retention of title effective in legal form (e.g. affixing of symbols, entry in public registers). If the right to hold the delivery fee in this area does not permit retention of title, but allows us to reserve other rights to the delivery item, we can exercise all rights of this type. If the customer violates this obligation, we are entitled to withhold the not yet delivered parts until proof of the fulfillment of this condition or to withdraw from the contract without a grace period. In the latter case, the conditions as agreed under point 5 Cancellation options apply.
7 Terms of Payment and Default in Payment
Full payment of the invoice in the agreed currency must be made within 14 days of the invoice date without any deduction to our account at the bank specified in the order confirmation or invoice.
If the invoice is paid within three working days, a deduction of 1% discount is hereby agreed. All those rebates and discounts become void if the buyer is in default of payment of claims to us. This is also the case if the delay in payment affects other services.
In the absence of an order confirmation to the contrary, half of the purchase price is due upon receipt of the order confirmation and the remainder is due for payment upon notification of readiness for dispatch. The withholding of the buyer a guarantee reserve or similar. is only possible on the basis of special agreements and with the payment of the associated guarantees.
The day on which we can dispose of the amount is considered the payment amount.
If the customer defaults on repayment in the case of installments or partial payments (credit), the entire outstanding claim (loss of deadline) is due immediately.
A reminder fee of at least € 40 will be charged per reminder, based on EU Directive 2011/7 / EU. All third-party fees (lawyers, debt collection agencies, credit protection associations) are to be paid in full and without deduction by the customer immediately if the customer is in default of payment. We set the default interest based on the Payment Default Act (ZVG) at least 9.2% above the base interest rate per year. The retention of title is fully applicable here as well as on the invoice amount and is unrestricted until all costs incurred plus interest have been paid in full. We remind you three times, after which the customer will immediately file for insolvency and we will collect the goods in our property. The purchaser bears all associated costs.
8 Warranty Claims
For delivered products, we assume a guarantee for defects that are based on an error in the construction, material or execution, in accordance with the following provisions. There are no further warranty rights.
Defective parts or services are only to be either repaired or replaced in an appropriate form at our discretion, provided the defect already existed at the time of the transfer of risk, for which the burden of proof lies solely with the customer and must be expressly recognized by us or confirmed by a court.
Parts replaced as part of the supplementary performance are our property. Unless otherwise agreed, we only bear the costs that arise from the repair or replacement of the defective parts in our workshops.
The purchaser is obliged to send the defective goods or defective parts back to us or to a third party appointed by us upon request for subsequent delivery at our expense. If parts of a delivery or the delivery as a whole are taken back, the purchaser is obliged to compensate for the depreciation determined by us during its use.
In the event that all warranty claims are otherwise lost, the customer is obliged to inform us immediately and in writing of any defects that have occurred which are related to the work product.
Defects resulting from: natural wear and tear, inadequate maintenance, disregard of operating regulations or instructions, excessive stress, use of unsuitable operating materials and unsuitable raw materials, or of raw materials or operating materials which, due to their nature, cause greater wear, chemical or electrolytic, are excluded from the guarantee Influences, inadequate construction and assembly work not carried out by us, as well as as a result of other circumstances that were not caused by us.
All those defects that have no direct and noticeable effect on the function of the system components or on the quality of the product to be produced, such as in particular optical defects or the like, are expressly excluded from the guarantee.
The guarantee expires if the customer or a third party makes changes or repairs to the delivery without our written consent; furthermore, if the customer does not immediately take suitable measures to prevent the damage from increasing; and finally when the deficiency cannot be remedied with justifiable technical means.
If an order is made on the basis of design information, drawings or models provided by the customer, our guarantee does not extend to the correctness of the design, but only to the fact that the execution is carried out in accordance with the customer's specifications. We are not subject to any examination or warning obligations. The purchaser has to hold us harmless and harmless in the event of any infringement of third party property rights.
We do not assume any liability whatsoever when accepting repair orders or changes or modifications to those orders where the warranty has expired, as well as third-party products.
The warranty period is twelve months and begins to run regardless of whether the defect is recognizable when the risk is transferred. The warranty period is not extended either for the main delivery or for the replaced or new parts, even if new parts are used in the main delivery.
A recourse for consequential damages as well as claims according to 933a ABGB are expressly excluded.
We reserve the right to provide liability returns or advance payment guarantees through an insurance company or bank. The purchaser bears the costs incurred for this.
9 Product safety
Our products only offer the level of safety that can be expected on the basis of approval regulations and use in accordance with the operating instructions within the scope of the operating conditions defined by us (proper fuels, compliance with the proper environmental parameters) and provided that regular, professional maintenance and cleaning are carried out.
10 Right of retention and set-off
The purchaser can only withhold payments to secure claims against us or offset them against such claims if these have been recognized by us or have been legally established.
Claims for damages on the part of the customer are excluded as far as legally possible, unless we can prove that we acted with intent or gross negligence. Our warranty obligation specified in point 8 applies. Any further liability for damages is excluded for any direct or indirect financial loss (in particular consequential loss or loss of earnings). Irrespective of this, any claim for damages is in any case limited to half the contract amount.
Claims for damages by the customer expire within six months from the detection of the damage, regardless of this in any case within one year from the transfer of risk.
12 Data protection
The personal data of the contractual partner, which we disclose in the context of the respective conclusion of the contract, will be processed by us for the purpose of fulfilling the contract and to promote our products to the contractual partner; The legal basis for this is Article 6 Paragraph 1 lit b and f of the General Data Protection Regulation. Our legitimate interest lies in the direct advertising of our products to contractual partners.
Further information on the processing of personal data can be found on our website under data protection information.
13 Erfüllungsort, Gerichtsstand und anwendbares Recht
Our head office in Machtrenk is deemed to be the agreed place of performance for delivery and payment, even if the handover takes place at a different location as agreed.
For all disputes arising from or in connection with this contract, the jurisdiction of the court responsible for our headquarters and the law applicable there is agreed. This contract and all disputes in connection with this contract are subject to Austrian substantive law, excluding the conflict of laws. The application of the UN sales law is excluded.
However, we reserve the right to assert our rights before any other court responsible for the customer under Austrian law.