General Conditions of Sale, Delivery and Payment
TERMS OF SERVICE
General sales, delivery and payment conditions of ETAS High-Tech Systems GmbH
1. Our sales and deliveries are made exclusively under the following conditions. Deviating from these conditions of sale, in particular the buyer’s terms and conditions, will only be effective through our written confirmation. The receipt of deliveries or partial deliveries is in any case in accordance with our general conditions.
2. Our offers are non-binding. The contract is only concluded by our written order confirmation. If the delivery is made without the buyer receiving confirmation in advance, the contract is concluded upon acceptance of the delivery under these conditions.
3. The information in brochures or similar documents and those made with an offer such as illustrations, drawings, descriptions, measurement, weight, performance and consumption data are only approximately authoritative, unless they are expressly designated as binding.
Small deviations of the delivered items from the description of the offer shall be deemed approved and shall not affect the fulfillment of the contract unless the deviation is unreasonable for the buyer. This applies in particular to the case of changes and improvements that serve the technical progress.
4. We reserve ownership and copyrights to cost estimates, drawings and other documents. They may not be made accessible to third parties, unless this is necessary for the collection of an order. Subscriptions and other documents, if the order is not placed with us, are to be returned to us immediately upon request without any copies being withheld.
III. Prices & payments
1. The agreed prices are valid at the Austrian Market plus the value added tax valid on the day of delivery or other service without assembly. Shipping is at our option. We deliver in commercial packaging. Required special packaging (eg seaworthy packaging) shall be borne by the customer. The issue of repairs or the sale of spare parts will be made upon collection only for cash. For shipping the Invoice amount plus shipping and packaging costs will be levied.
2. Unless otherwise agreed our invoices are due 10 days after the invoice date.
3. If the buyer defaults on payment of the purchase price, subject to the assertion of further rights, default interest in the amount of 1% per month of the amount due shall be agreed. In addition, the purchaser undertakes to compensate ETAS GmbH for any extra-judicial reminder fees as well as any information costs for its exploration – if it can not be found.
4. If the buyer defaults on a payment due or if a check or private note issued by him is not honored or other facts become known which significantly worsen the financial circumstances of the buyer, or if there are other doubts about the ability to pay or If we are willing to pay, we are entitled to demand the immediate payment of all outstanding invoices, even if checks or bills of exchange have already been given and to demand prepayment for all outstanding deliveries or subject to our otherwise entitled rights under the contract reasonable time to withdraw. The buyer can avert the assertion of these rights by providing us with adequate reasonable security.
5. We are also entitled to the rights specified in clause 8 if bankruptcy or settlement proceedings are opened against the buyer’s business or a request is rejected for lack of assets or if the buyer’s business is dissolved or liquidated or if enforcement measures are not insignificant Circumference against parts of the assets of the buyer.
6. The buyer can only set off against counterclaims which are legally connected with his liability, which we have acknowledged or which have been determined by the court.
7. If the purchaser accepts devices of the same type, but these are not paid at the same time, it is agreed that payments by the purchaser to ETAS GmbH, irrespective of the dedication of the payment, will be charged to those devices which are no longer in the custody of the purchaser Buyer.
IV. Terms of Delivery
1. We will make every effort to comply with the agreed delivery dates, but we assume no responsibility for this. The delivery deadline is met if the delivery item has left the warehouse by its expiry date or the readiness for dispatch has been communicated to the buyer. If orders are completely or partially not executable, we reserve the right to cancel them after 3 months without written notice to the client. The buyer can not derive any claims for damages from the delayed or failed delivery, unless we are guilty of intent or gross negligence. Compliance with the delivery period requires the fulfillment of all contractual obligations of the buyer.
2. If we are prevented from meeting the delivery deadline due to unforeseen circumstances outside our sphere of influence which can not be averted with the due care of a prudent businessman (force majeure), the delivery date shall be appropriately extended by the duration and scope of such impediments, provided that not the performance is finally impossible. Force majeure includes, in particular, operational disruptions caused by fire, water and similar circumstances, loss of production facilities and machinery, strike and lockout, lack of manpower, materials, energy, transportation, etc., regardless of whether these circumstances occur with us or one of our and suppliers. In the event of the extension of the delivery date, the buyer is entitled to withdraw from the contract, provided that he provides us with a reasonable grace period for performance. In the event of final impossibility or inability for such reasons, we shall be released from the obligation to perform.
3. In the event of a failure to meet a delivery date or impossibility of performance for which we are responsible, the buyer is entitled to a right of withdrawal in the event of default, but only after setting a reasonable grace period, for all deliveries that are not ready to be despatched on expiry of the deadline. Further claims such as claims for damages due to late delivery or for non-performance, in particular claims for compensation for consequential damage, are excluded unless we are guilty of intent or gross negligence.
V. Shipping, transfer of risk & acceptance
1. Shipping takes place from the delivery warehouse. We are entitled to make partial deliveries, unless the partial fulfillment has no value for the recipient.
2. The risk is in any case with the shipment to the buyer, even if carriage paid delivery is agreed.
3. The buyer is obliged to accept the goods ready for shipment.
4. The claims for incorrect or incomplete delivery are excluded if they are not displayed in writing immediately after arrival of the goods at the destination in detail.
5. Returns are not accepted without the prior consent of ETAS GmbH.
VI. Retention of title
1. The delivered goods remain our property until full payment of the purchase price and all additional charges.
2. The buyer is authorized until further notice to sell the goods subject to retention of title in the ordinary course of business as long as he is not in default with us. In the case of the sale of the goods subject to retention of title, the buyer hereby assigns to us the claims against his customers with all ancillary rights due to him from the sale. The buyer is at any time revocably authorized to collect the assigned claims, but may not otherwise dispose of them. If the goods subject to retention of title are sold for cash, the retention of title shall be transferred to the purchase of the purchase price up to the amount of the purchase price plus VAT.
3. If the buyer defaults on us or enters into a substantial deterioration in the financial circumstances of the buyer, we are entitled without further notice to take possession of the goods subject to retention of title and other freehand sale and to report the assignment to third party debtors and collect the claims themselves , The buyer agrees to allow us access to his premises and possession. Before carrying out a free-trade sale, we will charge the value of the purchased item through an expert and give the buyer the opportunity to make known prospective buyers.
4. The buyer is obliged to provide us with information about the stock of reserved goods and assigned claims upon request. In the case of third party access to the reserved goods or the assigned claims, the buyer must notify us immediately and assist us in asserting our rights, in particular to seize the necessary remedies to safeguard our rights.
5. If the value of the total collateral for us exceeds our claims by more than 20%, we shall be obliged to release it at the request of the purchaser.
VII. Warranty & Liability
1. We grant the recovery of immaculate material and careful processing of the equipment distributed by us. For the defect of the delivery item, which also includes the absence of warranted characteristics, we are liable as follows: We guarantee that the delivery item at the time of transfer of risk is free of material and processing defects that affect its suitability for normal use. The warranty is exclusively in accordance with the warranty law.
2. Any further liability, in particular for damage that has not occurred to the delivered goods, is excluded unless we are guilty of intent or gross negligence.
3. Any changes or repairs undertaken by the buyer or third parties shall exclude liability for the consequences thereof. At the same time, any warranty claim expires, unless the third party fulfills its own warranty obligations.
4. The assignment of warranty claims to third parties is excluded.
5. When placing the goods on the market before the goods are handed over, the buyer undertakes to check that they are functional, to inform the consumer of the goods, and to warn them of any dangers connected with the goods Consumers under the Product Liability Act can not occur.
6. A liability on our part for property damage, which occur according to product liability law at the buyer (dealer, entrepreneur), is excluded.
VIII. Final Provisions
1. Should a provision of these conditions be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected thereby.
2. For all legal disputes between the buyer and us the place of fulfillment and place of jurisdiction is Vienna.
3. The law of the Federal Republic of Austria applies with the exception of the Uncitral Sales Law and the Uniform Purchase Law. The contract language is German.
4. The buyer agrees that we use the data obtained from the business relationship with him in the sense of the Data Protection Act for our own business purposes.
5. Amendments to these provisions are only possible in written form.
6. Printing errors and changes reserved.