General Terms and Conditions of Sale and Delivery for Trade (subsequently AVLH)
I.
Scope
The deliveries, services, and offers of our company are made exclusively on the basis of these General Terms and Conditions of Sale (GTC), regardless of the type of legal transaction. All our declarations of intent under private law are to be understood on the basis of these GTC. We do not recognize any conflicting or deviating terms and conditions of the customer unless we have expressly agreed to their validity in writing. Actions taken by us to perform the contract do not constitute acceptance of any terms and conditions that deviate from our GTC.
These terms and conditions also apply as a framework agreement to all further legal transactions between the contracting parties.
II. Conclusion of Contract
a) Our offers are non-binding and subject to change without notice. Oral promises, side agreements, and the like that deviate from these GTC or other written declarations of intent from us, in particular those made by sales representatives, delivery personnel, etc., are not binding on us. The content of the brochures, advertisements, etc., used by us
does not become part of the contract unless expressly referenced.
b) Every order requires an order confirmation to conclude a contract. Dispatching or
handing over the goods ordered by the customer also constitutes acceptance of the offer. If offers are submitted to us, the offeror is bound by them for a reasonable period, but at least eight days, from receipt of the offer. Section II. a) does not apply to consumer transactions.
III.
Price
All prices quoted by us are exclusive of
sales tax unless expressly stated otherwise. Should labor costs change between the conclusion of the contract and delivery due to collective bargaining agreements in the industry or internal company agreements, or should other cost centers relevant to the calculation or necessary for the provision of services, such as those for materials, energy, transport, subcontracting, financing, etc., change, we are entitled to increase or decrease the prices accordingly. Section III. does not apply to consumer transactions. IV.
Terms of Payment, Default Interest
a) Unless otherwise agreed, our invoices are payable in cash upon delivery of the goods. Our invoices are due for payment upon receipt of the goods. Without a specific agreement, the deduction of a discount is not permitted. In the event of default of payment, including partial payments, any agreed discounts shall become invalid. Payments by the customer are only considered made upon receipt in our business account.
b) In the event of default of payment, we are entitled to charge default interest at a rate of 4% above the secondary market yield/federal bond according to the statistical monthly bulletin of the Austrian National Bank, starting from the due date. Further claims, in particular claims for higher interest, based on damages, remain reserved. The first sentence of point IV. b) does not apply to credit transactions with consumers.
V.
Contract Termination
a) In addition to the general legal provisions, we are also entitled to terminate the contract in the event of default of acceptance (Section VII) or other important reasons, such as, in particular, the commencement of insolvency proceedings against the assets of a contractual partner or the dismissal of an insolvency petition due to insufficient assets. In the event of termination, if the customer is at fault, we have the option of claiming liquidated damages of 15% of the gross invoice amount or compensation for the actual damage incurred.
b) In the event of default of payment by the customer, we are released from all further performance and delivery obligations and are entitled to withhold any outstanding deliveries or services and to demand advance payments or security, or—if necessary, after setting a reasonable grace period—to terminate the contract.
c) If the customer withdraws from the contract without justification or unjustifiably requests its cancellation, we have the option of insisting on performance of the contract or agreeing to its cancellation. In the latter case, the customer is obligated, at our discretion, to pay liquidated damages in the amount of 15% of the gross invoice amount or the actual damages incurred.
VI.
Reminder and Collection Fees
In the event of late payment, the customer shall reimburse us for reminder fees in the amount of €9.00 plus postage per reminder issued, as well as €3.70 per six-month period for maintaining records of the debt in our dunning process. Furthermore,
we are to be reimbursed for all dunning and collection expenses necessary for appropriate legal action, e.g., those of a collection agency, whereby the maximum remuneration is limited to the amount stipulated in the
Regulation of the Federal Ministry for Economic Affairs and Energy (BMWi) on maximum rates of remuneration payable to collection agencies.
Section VI, paragraph 2, does not apply to consumer transactions.
VII. Delivery, Transport, Default of Acceptance
a) Our sales prices do not include costs for delivery, assembly, or installation. However, upon
request, these services will be provided or arranged by us for a separate fee.
For transport or delivery, the actual costs incurred, including a
reasonable surcharge for administrative costs, will be invoiced, but at least the freight and haulage rates applicable or customary on the day of delivery for the chosen mode of transport. Assembly work will be billed
based on time spent, whereby an industry-standard hourly rate is deemed
to be agreed upon.
b) If the customer fails to accept the goods as agreed (default of acceptance), we are entitled either to store the goods ourselves, for which we will charge a storage fee of 0.1% of the gross invoice amount per commenced calendar day, or to store them at the customer's expense and risk with an authorized commercial agent. At the same time, we are entitled either to insist on performance of the contract or, after setting a reasonable grace period, to withdraw from the contract and dispose of the goods elsewhere. If the goods are perishable and there is imminent danger, we are entitled, in the event of default of acceptance, to sell the goods ourselves at a reasonable price on behalf of the defaulting customer without prior notice.
VIII. Transfer of Risk
Notwithstanding the statutory provisions, the risk of accidental loss or accidental deterioration passes to the buyer upon delivery of the goods to the customer.
IX.
Delivery Period
a) We are only obligated to perform the service once the customer has fulfilled all of their obligations necessary for its execution, in particular all technical and contractual details, preliminary work, and preparatory measures.
b) We are entitled to exceed the agreed dates and delivery periods by up to one week.
Only after this period has expired and the customer has set a reasonable grace period can the customer withdraw from the contract.
X.
Place of Performance
The place of performance is the registered office of our company.
XI.
Minor Changes to Performance
Minor or other changes to our performance or delivery obligations that are reasonable for our customers are deemed to be approved in advance. This applies in particular to deviations inherent in the nature of the goods (e.g., in dimensions, colors, wood and veneer patterns, grain, and structure, etc.). Section XI.
does not apply to consumer transactions.
XII.
Warranty, Inspection and Notification Obligations
a) If a remediable defect exists, we will fulfill the customer's warranty claims at our discretion either by replacement, repair within a reasonable period, or price reduction. Claims for damages by the customer aimed at remedying the defect can only be asserted if we are in default with the fulfillment of the warranty claims.
a) In accordance with Sections 377 et seq. of the German Commercial Code (HGB), the goods must be inspected immediately after delivery, but no later than six working days. Any defects discovered must be reported to us in writing immediately, but no later than three working days after their discovery, specifying the nature and extent of the defect. Latent defects must be reported in writing immediately, but no later than three working days after their discovery. If a notice of defects is not given or not given in a timely manner, the goods are deemed accepted. Section XII. a) and b) does not apply to consumer transactions.
XIII.
Damages
a) All claims for damages against us are excluded in cases of slight negligence.
The injured party must prove the existence of slight or gross negligence.
b) The limitation period for claims for damages is three years from the transfer of risk.
The provisions regarding damages contained in these General Terms and Conditions of Sale and Delivery (GTC) or otherwise agreed upon also apply if the claim for damages is asserted alongside or instead of a warranty claim.
c) Before connecting or transporting IT products or installing computer programs, the customer is obligated to adequately back up the existing data on the computer system; otherwise, they are responsible for lost data and all related damages.
d) In consumer transactions, clause XIII. a) sentence 1 does not apply to personal injury or damage to items accepted for processing. Clause XIII. a) sentence 2 and b) sentence 1 do not apply to consumer transactions.
XIV. Product Liability
Recourse claims within the meaning of Section 12 of the Product Liability Act are excluded unless the party entitled to recourse proves that the defect originated within our sphere of responsibility and was caused by at least gross negligence.
XV. Retention of Title and its Enforcement
a) All goods and items are delivered by us subject to retention of title and remain our property until full payment has been received.
b) If we reclaim or take back the goods subject to retention of title,
this constitutes a withdrawal from the contract only if it is expressly declared.
In the event of returned goods, we are entitled – without prejudice to any further claims – to charge for incurred transport and handling expenses.
c) If the purchaser processes or modifies the goods or items delivered by us before all our claims have been satisfied, he does not thereby acquire ownership of them. We acquire co-ownership of the resulting new item in proportion to the value of the goods delivered by us relative to the other processed goods at the time of processing or modification.
d) The buyer may neither pledge nor assign as security the goods subject to retention of title. In the event of any attachment or other claims by third parties, the buyer is obligated to assert our ownership rights and notify us immediately.
e) Only a business whose ordinary course of business includes trading in the goods purchased from us may dispose of the goods subject to retention of title until the outstanding purchase price claim has been paid in full.
XVI.
Assignment of Claims
a) In the case of delivery subject to retention of title, the customer hereby assigns to us, as security for payment, all claims against third parties arising from the resale or processing of our goods, until our claims have been paid in full. If the customer is in default of payment to us, the sales proceeds received by the customer must be segregated and held by the customer solely on our behalf. Any claims against an insurer are hereby assigned to us within the limits of Section 15 of the Austrian Insurance Contract Act (VersVG).
b) Claims against us may not be assigned without our express consent.
XVII.
Retention of Payment
In the event of a justified complaint, the customer is entitled, except in cases of rescission, to retain only a reasonable portion of the gross invoice amount, not the entire amount. Clause XVII. does not apply to consumer transactions.
XVIII.
Loss of Payment Term
a) If the customer is to pay their payment obligation in installments, it is agreed that if even one installment is not paid on time, all outstanding installments will become due immediately without further notice.
b) Clause XVIII. a) applies to consumer transactions if we have fully performed our services, if at least one outstanding installment from the customer is at least six weeks overdue, and if we have sent the customer a reminder with a grace period of at least two weeks and a warning of loss of payment term.
XIX.
Choice of Law, Jurisdiction
Austrian law applies. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
The language of the contract is German. The contracting parties agree to Austrian jurisdiction. The court with subject-matter jurisdiction at the registered office of our company shall have exclusive local jurisdiction for all disputes arising from this contract.
The last sentence of Clause XIX does not apply to consumer transactions.
XX.
Data Protection, Change of Address, and Copyright
a) The customer consents to the automated storage and processing of their personal data, including data contained in the purchase agreement, for the purpose of fulfilling this contract.
b) The customer is obligated to notify us of any changes to their residential or business address until the contractual transaction has been fully completed by both parties.
If notification is omitted, declarations will be deemed received even if sent to the last known address.
c) Plans, sketches, and other technical documents, as well as samples, catalogs, brochures, illustrations, and the like, remain our intellectual property at all times; the customer does not acquire any rights of use or exploitation whatsoever.
XXI.
Severability Clause
Should individual provisions of these General Terms and Conditions of Sale be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall not be affected.