STANDARD TERMS AND CONDITIONS (Standard T&Cs)
1. VALIDITY OF THE STANDARD TERMS AND CONDITIONS
1.1. All our business relationships are based on the following Standard Terms and Conditions, hereinafter shortened to Standard T&Cs. These Standard T&Cs are valid for all transactions with our customers, both now and in the future.
1.2. Contrary customer standard terms and conditions are hereby explicitly contradicted. No further contradiction is required in individual cases. Under no circumstances can our conduct be rated as approval of such terms and conditions, particularly our decision to remain silent, unconditionally sending an order confirmation and similar.
2. QUOTATION – CONCLUSION OF CONTRACT – CANCELLATION - WITHDRAWAL
2.1. All quotations are without obligation and do not commit us to performance. Acceptance of a quotation prepared by us is only possible with regard to the full service offered. Declarations of acceptance and purchase orders require our confirmation for legal validity.
2.2. Acceptance of an order presupposes the customer’s ability to pay and credit worthiness. We therefore reserve the right to withdraw from the order, if, after its conclusion, facts become known which are capable of seriously putting in doubt the ability of the customer to pay or which crucially reduce their credit worthiness.
2.3. Documentation, particularly images, descriptions, drawings, our product trademark information and technical data are only an approximate qualification and are not binding, unless explicitly designated as binding. We provide status reports, technical advice and other information to the best of our knowledge, based on our experience, although this is also non-binding and excludes all liability.
2.4. Once the order has been placed, we use customer documentation as the basis for preparing working plans for the customer to examine and find immediate fault with, where appropriate. In the absence of fault-finding, approval will be given to the proposed design, to the fitting and to the measurements.
2.5. Customer orders are irrevocable for this. Withdrawal from the contract on the part of the customer can only be declared under mandatory, legal provisions.
2.6. Order cancellation only takes effect with our explicit agreement. In the case of the authorized return of goods, 30% of the order value will be charged as an expense allowance in all cases.
3. SECRECY / COPYRIGHTS
We reserve ownership, copyright and exploitation rights to all our quotations, drawings, drafts, plans, images, designs, costings and similar documents, as well as the exclusive right of exploitation. They are regarded as entrusted and must neither be made accessible to third parties without our consent nor be used or exploited outside our business relationship. They must always be returned to us immediately on request or should the contract not be concluded or be terminated, whatever the reason.
4. PRICES / SETTLEMENT
4.1. Our price lists are updated regularly. Only the latest price list is ever valid. A customer cannot invoke printing errors in these price lists.
4.2. Our prices are without obligation, are valid “ex works” and do not include packaging, unless otherwise agreed by us. The statutary rate of VAT must always be added.
4.3. Prices are based on costs at the time of quoting and retain their validity until the confirmed delivery date, although no longer than 1 month from receipt of order or in accordance with separate information. Once this time limit has expired, currently valid prices come into force.
5. DELIVERY – TRANSPORT – RISK OF LOSS
5.1. Partial deliveries are permitted.
5.2. In the absence of explicit agreement to the contrary, with regard to the risk of loss, our goods are regarded as sold "ex works", even if delivery is made free place of destination with a company or third-party vehicle. The risk passes to the customer as soon as the consignment has been passed to the person/company implementing transportation. This also applies if transportation is implemented by our vicarious agents or officers. Should the shipment be delayed for reasons within the customer’s compass, the risk passes to the customer from the time our goods are ready for shipment.
5.3. If the purchase order does not contain any specific provisions for shipment, carriage will be undertaken to the best of our judgment, but without any responsibility for this being the cheapest method of forwarding, etc. The customer must make complaints about damage in transit immediately and directly to the carrier. Any and all liability for carriage that is not on time or for damage in transit, is excluded.
5.4. Prices that are freight prepaid require public, unrestricted transportation on the respective traffic routes. Delivery vehicles must be allowed an unobstructed and safe approach to the unloading point and must be unloaded without delay. Should the customer violate these traffic safety obligations, they are liable to pay for all damages arising, including damage to the delivery vehicle and any third party claims.
5.5. Shipping insurance is only taken out at the express, written request of the customer, at their expense.
5.6. Where applicable, the customer must also pay forwarding charges, unless otherwise agreed to the contrary. Dead freight is charged to the customer.
5.7. The customer is obliged to ensure proper storage of the goods and mounting aids we deliver. They are liable for any damage, particularly by third parties, because of unsatisfactory storage, loss due to water, fire or collapse and theft, or similar. We are not affected by any risk of loss obligation or liability for supplied apparatus and equipment, apart from grossly culpable conduct and even then, only when assembly is the subject matter of a contract. Even once assembly is completed, the customer must ensure adequate protection against impact, pollution and damage.
5.8. Safekeeping measures and fees occasioned by causes within the customer’s compass, are payable by and chargeable to the customer and are regarded as delivery.
5.9. If our consignment is not accepted at the contractually agreed time, we are entitled to store it at the customer’s risk and expense. However, we are also entitled to withdraw from the contract, by setting a period of grace.
6. TIME LIMITS AND DEADLINES
6.1. The information we provide about delivery times is only regarded as approximate and is always non-binding. Customer claims for compensation because of delayed performance are excluded.
6.2. Our delivery times (as well as our reworking and replacement delivery times) are extended appropriately in the event of acts of God, stoppages, shortage of materials, strikes, traffic disruptions (such as snow), weather conditions, disruptions in supply at suppliers, or circumstances beyond our control which amount to acts of God in their effect and thus make it impossible or unreasonable to execute the accepted orders on time.
7. CUSTOMER COMPLAINTS – WARRANTY – LIABILITY
7.1. In the event of other invalidity, customer complaints must be made in writing immediately and in any case no later than 8 days after the goods are received. The date of the postmark is applicable here. If the customer complaint is not made promptly or as stated, the goods are regarded as accepted.
7.2. The customer must prove that the defect already existed at the decisive moment, that is, at the moment of passage of risk. The customer may not refuse to accept deliveries on the grounds of trivial defects. Slight variations in measurements or colors are not legitimate grounds for complaint.
7.3. The assertion of counterclaims by offsetting, withholding the purchase price and the retention of payments or some of the same due to any kind of customer complaints that have been brought, are excluded.
7.4. We have the option of satisfying legitimate warranty claims by replacement, improvement or price reduction.
7.5. Any liability beyond this, apart from where there is intent which can be proven by the customer, is excluded.
7.6. Warranty claims become statute-barred in 12 months, calculated from the passage of risk.
7.7. But warranty is excluded in the case of trivial variations from the agreed condition, when use is only negligibly curtailed, in the case of natural wear or damage arising after the passage of risk because of incorrect handling, insufficient maintenance or excessive stress or extraordinary external influences, which are not presupposed under the purchase order.
8. PAYMENT
8.1. For invoicing, the delivery date or date of storage is decisive for the customer. The invoiced amount is due for payment within 30 days of the invoice date, unless otherwise agreed. Statutory provisions relevant to the consequences of delay in payment apply here.
8.2. Separate written agreement is necessary for deductions. Should deductions (such as discounts) be explicitly agreed, the customer is only entitled to them if all payments are made within the agreed payment deadlines (or as per 8.1.). If need be, deductions already made can be put back on and vindicated.
8.3. Should the customer default on an agreed payment or other performance, we can either insist on compliance with the contract and suspend compliance with our own obligations until the payment arrears or other customer performance are effected and claim a reasonable extension to the delivery times and call in the entire outstanding purchase price and from the due date, charge default interest at 8 percentage points above the basic rate of interest, amounting to at least 9% or declare our withdrawal from the contract, whilst granting a reasonable period of grace. We are at liberty in any case to assert claims for damages. We are entitled in all cases to payment in advance for the delivery of outstanding consignments and the provision of outstanding services and to withdraw from all additional, not yet satisfied contracts. This also applies when circumstances occur which are capable of reducing the customer’s credit worthiness or ability to pay.
8.4. Advance payments already received are retained until any applicable compensatory payment has been fixed. We are also entitled to insist that all goods not yet paid for be returned.
8.5. The customer is not allowed to withhold payment in any case.
8.6. The customer is not allowed to offset with any counterclaims. The customer can only offset with claims that are undisputed or which are legally in force.
8.7. In the case of customer default, the customer is obliged to reimburse us for appropriate, officially designated costs or the costs which can be defined and which are necessary, especially reminder and intervention charges, collection charges and attorney fees. Arriving payments count firstly towards the charges mentioned, then towards interest and other incidental charges and only finally towards the goods subject to the reservation of ownership. Once the costs incurred have been paid, payments always count towards the debt from the oldest performance and only in sequence to the goods supplied under reservation of ownership, even where dedicated to the contrary by the customer.
9. RESERVATION OF OWNERSHIP
9.1. We retain perfect ownership to the goods we supply until all debts from the business relationship, including the charges stated in the above clause (item 8.7) are met in full, in cash.
9.2. In the event of other liability, the customer is obliged, at their own expense, to insure the delivery items under reservation of ownership or those jointly owned, at their reinstatement value, against loss and other damage. Insofar as maintenance or inspection becomes necessary, the customer must implement this promptly, at their own expense.
9.3. Goods supplied by us that are already paid for but still in the customer’s possession, are a guarantee for all still outstanding debts, taking into account any deterioration in quality.
9.4. Our assertion of reservation of ownership does not constitute rescission of contract. Once we have repossessed the goods purchased, we are empowered to realize them, with the proceeds from this realization counting towards the customer’s debts – less reasonable realization costs.
10. PLACE OF PERFORMANCE – PLACE OF JURISDICTION – APPLICABLE LAW
10.1. The place of performance for delivery and payment is A-6840 Götzis; even if delivery is effected elsewhere, as per the agreement.
10.2. This contractual relationship is subject to Austrian Law, to the exclusion of CISG.
10.3. The sole place of jurisdiction for all disputes arising from the contractual relationship is the pertinent competent court for A-6840 Götzis. However, we are also entitled to bring an action at the customer’s general place of jurisdiction, or anywhere the customer has a branch office or property.
10.4. This jurisdictional clause and selection of law is only applicable insofar as there are no mandatory provisions to the contrary.
11. SEVERABILITY CLAUSE
Should any individual provision of these Standard T&Cs be partially or totally invalid, the result is only ever partial nullity. All other provisions are not in any way affected. It is agreed that the invalid provision shall be replaced by one coming as close as possible to it in terms of economic efficiency.
Battery details
Model: ER 14250
Type: Lithium Thionyl Chloride
Weight: 10g
Storage: -55° to +120° C
Durability: approx. 2 years