astebo fabrik made in austria - in use worldwide

General Terms and Conditions of Purchase (AEB)

of astebo gmbh | As of 02/01/2020 | Download as .pdf
 
1. Scope and general information

For business transactions between astebo gmbh (FN 276813d) and the supplier in connection with orders for goods and other services for which astebo gmbh is the customer, these general terms and conditions of purchase (GPC) apply exclusively.

By concluding the contract (the order), the supplier fully agrees to the validity of our general terms and conditions of purchase in the latest version, also for future transactions. Our general terms and conditions of purchase are available online at www.astebo.com so that the supplier can find out about the current status before concluding a contract.

Regulations deviating from these purchasing conditions - in particular the general terms and conditions of the supplier - as well as supplements only become part of the contract if this has been confirmed by us in writing.

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 analogously to gaps.

Oral side agreements are ineffective.

 

2. Offer and conclusion of contract

Cost estimates and offers from the supplier are free of charge. The supplier is bound to its offer for eight weeks without indexing.

Orders only become binding for us once the written order confirmation has been sent in accordance with the astebo template, including company signature by the management board authorized to sign.

The supplier must confirm receipt of our letter of acceptance within 3 working days of receipt by means of a written order confirmation.

The information contained in the supplier's price lists, catalogs and advertising media represent offers from the supplier and can be accessed by us at any time under the conditions specified therein.

All media directly or indirectly related to the concluded contract, such as sketches, plans, samples, brochures and the like, without exception, remain our intellectual property and require our prior written consent before any transmission or transfer to third parties.

The order number must be quoted by the supplier in all documents relating to the order.

Our silence on suggestions, requests, changes or other correspondence from the supplier does not in any case constitute consent.

We reserve the right to make changes to the delivery or service, even after the conclusion of the contract, provided this is reasonable for the supplier or is customary in the industry.

If the supplier uses data, primary materials, tools or manufacturing processes other than those approved by us, it must obtain our express and written consent in advance. The supplier may not make any changes to the data, design or construction without our prior written consent. Relocation of the production facility to locations or subcontractors other than those specified in the offer is only permitted with our prior express written approval.

 

3. Delivery time, delivery period, default

Delivery times are always specified by the supplier in such a way that it is assumed that it is a firm deal. Agreed delivery periods begin on the date of our written declaration of acceptance.

If the supplier recognizes that it is in default with the delivery and / or service, we must be informed immediately of the impending delay and its expected duration. The agreement does not result in an exemption from the following contractual penalty.

If the supplier is in default, we are entitled to charge a price reduction of 2.5% of the order total including VAT for each month of delay in delivery.

The supplier is obliged to compensate for any damage caused by the delay. This includes, but is not limited to, the costs for special transports, production downtimes due to machine downtime and the additional expense for covering purchases as well as lost profit and other financial losses of all kinds.

 

4. Passing of danger

The supplier bears the costs and the risk of the transport up to the defect-free acceptance at the agreed destination. The risk of damage or loss is only transferred to us upon delivery. The supplier must take out transport insurance for the goods and pack them appropriately. The supplier bears any damage caused by us as a result of improper packaging prior to acceptance. DDP according to incoterms in the latest version.

5. Preise

Prices communicated to us are fixed prices, including all services that are required to fulfill the contract, in particular therefore all taxes (including sales tax) and duties, packaging, transport and insurance costs, guarantees, guarantees, freight and assembly costs, contract fees, export fees, Import fees, implementation fees, additional charges, customs fees and duties, government commission fees, transfer fees and all other fees / incidental costs.

Claims by the supplier in accordance with Section 1168 ABGB are excluded.

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. In this context, amounts on account, advance payments and installments are recalculated and adjusted for exchange rates offset.

Invoices may only be submitted after the delivery or service has been completed or the documentation has been handed over completely and free of defects by the supplier. In principle, invoices must be sent by post, the cost of which is borne by the supplier. At the request of the customer, the invoice can be sent digitally by email.

 

5. Terms of payment and default in payment

We will pay the invoice amount minus any agreed retention amount in the agreed currency within 90 days of the invoice date to the supplier's account, which was stated on the invoice.

If the invoice is paid within 60 working days of receipt of the invoice, a 4% discount is hereby agreed.

The supplier shall not be reimbursed for any reminder or court fees, interest on arrears, debt collection or legal fees of any kind, and the supplier shall therefore bear any costs that may arise in this regard.

 

6. Cancellation option

A cancellation of the order is not possible on either side - regardless of the possibility of withdrawal on our part due to a delay on the part of the supplier.

As soon as a provisional insolvency administrator is appointed for the supplier's affairs or insolvency proceedings are opened against the supplier's assets or are rejected due to a lack of cost-covering assets, we are entitled to withdraw from the contract in whole or in part.

 

7. Retention of Title

All products and merchandise become our complete property at the time of the transfer of risk. Retention of title to the delivered goods is therefore excluded. The intellectual property on the thing is already transferred to astebo gmbh in the offer phase.

8. Warranty Claims

The supplier assumes the guarantee for defects of all kinds for delivered products. The supplier is responsible for ensuring that all laws, standards and other relevant provisions relating to the item or service are complied with at the place of delivery.

Section 377 of the UGB does not apply.

The supplier undertakes to stock suitable spare parts and to carry out repairs for a period of 10 years after acceptance.

Exclusions of liability as well as limitations of liability by the supplier, in particular from the title of warranty or compensation, will not be accepted.

The warranty period is 10 years from handover, whereby it is assumed within the entire warranty period that there is a defect, that the delivered item was already defective at the time of handover and that the supplier is also to blame for it.

Parts replaced under the guarantee are our property. The supplier bears all direct and indirect costs associated with the fulfillment of its legal warranty obligations. The guarantee is to be provided on the spot at the expense of the supplier.

The supplier has a maximum of three working days to rectify the defect after commissioning; otherwise we are entitled to have the defect rectified by a competent third party or to withdraw from the contract due to delay. The associated direct and indirect costs are borne in full by the supplier.

 

9. Right of retention and set-off

We are entitled to withhold payments to secure claims against the supplier or to offset them with justified claims on our part against the supplier.

In the event of a defective delivery, the term of payment will be extended by the time until complete rectification or delivery in accordance with the contract.

Offsetting against our claims with counterclaims of whatever kind is excluded

Payment does not constitute recognition of the completeness, correctness or freedom from defects in the delivery.

A liability retention amounting to 10% of the total order value excluding sales tax will be withheld for orders of € 10,000 or more for a period of two years. This liability retention can also be redeemed on the part of the supplier by means of a guarantee from an insurance company or bank, provided that we have given our prior written consent to this.

 

10. Compensation and Liability

The supplier is liable for slight negligence, gross negligence and willful misconduct, whereby a related misconduct by the supplier is assumed in the event of damage.

Exclusions of liability as well as limitations of liability by the supplier are not accepted.

The statutory limitation periods apply; a shortening of the limitation period is excluded.

Even in the event of slight negligence, the supplier is liable for all indirect and direct damage that we or third parties incur. The supplier is therefore liable for damage to persons as well as to property of all kinds (financial damage), such as in particular consequential damage caused by defects, lost profit, loss of employment opportunities and the reimbursement of frustrated expenses, etc.

The supplier has to hold us or our customers harmless in the event of direct claims by third parties.

In order to cover the risks associated with the goods and / or services, the supplier must take out product liability and recall insurance or issue appropriate guarantees.

The supplier undertakes to use only such workers for all work (in particular assembly, commissioning and repair work) whose employment is permitted according to the respectively valid legal or contractual provisions. The supplier undertakes to ensure that the posted workers are authorized to perform the work to be performed under the contract in the respective country of performance. If we should suffer any disadvantages from a violation of this provision by the supplier, the supplier is obliged to compensate these disadvantages in full (including any consequential damage and penalties) within 14 days of being requested to do so.

The supplier guarantees and assures that all deliveries made by it are free of third party property rights and, in particular, that the delivery and use of the delivery items do not infringe patents, licenses or other third party property rights. The supplier has to hold us or our customers harmless in the event of direct claims by third parties.

 

11. Continuing Obligations

In the case of continuing obligations, we can terminate the contract with a notice period of 14 days with effect from the end of the month.

We can terminate this contract at any time for good cause. The following are particularly important reasons: The opening of insolvency proceedings or the rejection of the application due to a lack of cost-covering assets, the violation of legal, official or contractual provisions as well as the setting of disadvantageous agreements that are contrary to morality or the principle of competition.

 

12. Software

We are free to use the number of standard software licenses acquired spatially, objectively and without further restrictions within the scope of the business purpose.

For software developed individually for us, the supplier transfers all transferable copyright and other exploitation rights to the services provided for all exploitation options known at this point in time and only becoming known later with their emergence without separate payment. The transfer applies to all rights of use in terms of time, location, purpose and in any other way without restriction and also applies after the contractual relationship has ended for whatever reason. In particular, it includes the right to process and transfer rights to third parties. When subcontracting orders to third parties, the supplier will ensure that we also exclusively acquire the aforementioned rights to any third-party services.

 

13. Confidentiality

The supplier undertakes to treat all non-public commercial and technical details of which it becomes aware through the business relationship as business secrets. The protected information includes, in particular, technical data, personal data, purchase quantities, prices and information about products and product developments, manufacturing methods, current and future research and development projects, customer data and all company data.

The supplier is also obliged to keep secret all images, drawings, calculations and other documents received and to disclose them to third parties only with our express prior written consent, unless the information contained therein is already generally known. The supplier must prove its general reputation.

The supplier undertakes to impose the above confidentiality obligations on its employees, sub-suppliers and other natural or legal persons commissioned by it.

The obligation of confidentiality exists until the respective confidential information becomes publicly known without breaching the confidentiality obligation, regardless of whether the contractual relationship was terminated beforehand.

In the event of a breach of this confidentiality regulation, we are entitled to demand from the supplier lump-sum compensation of EUR 50,000.00, which cannot be moderated by a judge, and which is due within 14 days of the request for payment. Compensation for any further damage remains unaffected.

 

14. Data protection

The personal data of the supplier, which we disclose to us in the context of the respective conclusion of the contract, will be processed by us for the purpose of fulfilling the contract and for promoting our products to the contractual partner; The legal basis for this is Article 6 Paragraph 1 lit b, lit c and f of the General Data Protection Regulation. Our legitimate interest lies in the direct application of our products to the supplier.

The use of our data, in particular use under trademark law by the supplier, is only permitted with prior express written approval and other reasonable reimbursement of costs.

In connection with data protection, the supplier guarantees the integrity, authenticity, availability, confidentiality and security of all data relating to the legal transaction.

The supplier undertakes to fully comply with all statutory regulations and to hold us harmless in this context.

 

15. Place of performance, place of jurisdiction and applicable law

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.

Exclusively responsible for all disputes arising from or in connection with this contract or in connection with its violation, termination or invalidity is the relevant competent court at the headquarters of our company.

For all disputes arising from or in connection with this contract or in connection with its violation, termination or invalidity, the applicability of Austrian law to the exclusion of its conflict of laws rules and the exclusion of the UN Sales Convention is agreed.

However, we are entitled to assert our rights before any other place of jurisdiction possible under Austrian law.

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