General purchasing conditions / issue: February 2015

With the acceptance of execution of the job, the supplier accepts that the delivery or service takes place exclusively in accordance with our conditions as follows.
Deviations from this require our express written agreement.

1.    Contractual conclusion:

Irrespective of quotations generated, all orders and all amendments and supplements to these are only legally binding for the customer - for the company name and address refer to the order (customer) - if these have been issued in writing or by fax by the purchasing department of the customer. The supplier can only implement the instructions of other individuals if he informs the purchasing department responsible with immediate effect and presents their written confirmation. These purchasing conditions of the customer are deemed to have been accepted by the supplier no later than at the time of executing the order. The conditions of the supplier (e.g. quotations, purchasing conditions) only apply as binding without exception for the customer if they have been expressly agreed to in writing by the customer. Orders placed verbally or on the telephone, as well as supplements and amendments of orders previously placed, are only binding for the customer if confirmed by him in writing or by fax.
The order date is the date upon which the order was sent. 
The order is to be confirmed or rejected in writing by the supplier after no more than 7 days, calculated from the order date. If the supplier does not confirm the job to the customer within this period then the contract comes into effect with the contents of the order/job. Insofar as the job is not accepted by means of a job confirmation encompassing full acceptance of the order, the customer is entitled to withdraw from the order without stating his reasons for doing so, without the supplier having any entitlements on any grounds whatsoever. Withdrawal has taken place in a timely manner, if it has been sent before receipt of the declaration of acceptance. Deviations from the order are to be clearly identified and require explicit agreement by the customer, either in writing or by fax. Unreserved acceptance of the goods does not constitute such an agreement.

Our order number must be quoted on all correspondence associated with our orders. All delays that arise due to missing order numbers shall be borne by the supplier.
Repair work must only be implemented following submission of the cost estimate and written approval by our purchasing department.

2.    Prices:

All prices are fixed prices excluding VAT. The prices also include all taxes, duties, etc., and are inclusive of all costs of the supplier associated with fulfilling the deliveries and services, such as transport and insurance, etc. Insofar as the order does not contain other provisions, the pricing is deemed to be "Delivered At Place" (DAP) in Austria in accordance with INCOTERMS 2010. The price also includes the costs of documentation, technical testing, paint, corrosion protection, marking, signage, etc. In the case of deliveries abroad, the performance of the supplier includes export customs handling (customs handling with own papers incl. acceptance of all costs and duties associated with this).

3.    Payment:
Unless otherwise agreed, the customer shall make payments following correct invoicing and after fulfilment of all conditions specified in the order, in particular also the supply of correct documentation after 21 days with 3% early payment discount or after 45 days net, according to the customer's preference. COD shipments shall not be accepted (unless agreed separately in writing). Objections pertaining to the delivery/service entitle the customer to withhold due payments in full. Payment does not indicate acceptance of the correctness of deliveries and services, and is therefore not a waiver on the part of the customer in relation to fulfilment, warranty, compensation, etc. Payments do not indicate that the customer has waived his claims and entitlements. 

4.    Deadlines:

Deadlines must be strictly observed. Deliveries prior to deadlines are only permitted following written permission by the customer and do not result in any entitlement to earlier payment. 
If the supplier recognises that he cannot meet with agreed deadlines and dates, he is obligated to inform the customer and cite the grounds for this, as well as the likely duration of the delay with immediate effect in writing. The delivery date of deliveries and services is the date upon which the respective supplier delivers the complete performance - obligations in accordance with the order including the complete and correct documentation.
If the supplier fails to meet with the agreed periods, interim and final deadlines then he shall bear the following contractual penalties, each calculated based on the overall order value, until the actual delivery date.

The contractual penalties can also be offset against ongoing invoices or receivables of the supplier. All conditions apply in parallel.
-    Deliveries and services
1% per delay week commenced, maximum 10% of the total order value;
-    Documentation
0.5 % per delay week commenced, maximum 5 % of the total order value;

The obligation to pay a penalty for a delay applies to the supplier with the onset of the objective delay, whereby this does not depend on the fault of the supplier. In the case of a deficient delivery/service, the time between its acceptance and the notice of defects by the customer is not subject to a contract penalty. The customer is not required to express his reservation with delivery acceptance to retain his contract penalty entitlement. 
The payment of contract penalties does not release the supplier from his obligations of fulfilment and the resultant liability. The customer is free to validate claims in excess of the contract penalty for actual damages.

5.    Packing and shipping:

The customer's terms and conditions of packaging and shipping apply. If these are not available to the supplier then they should be requested from the customer. With deadline-critical shipments it is necessary to obtain agreement from the customer's purchasing department before implementing special transport measures (e.g. air freight, express service), otherwise the costs shall be borne by the supplier. The supplier is required to provide valid proof of preference (such as movement certificate, certificate of origin, etc.). Observe separate stipulations of the customer. If no alternative instructions are provided in the customer's shipping conditions then no specification of value is to appear on the freight papers accompanying the goods. 
The customer shall only bear the costs of transport insurance if this is expressly agreed. With a failure to comply with the customer's shipping, packaging, customs or documentation specifications, all risks, damages and cost resulting from this shall be borne by the supplier and the date upon which the invoice falls payable shall be shifted in accordance with the delay in fulfilment or the provision of the missing documentation. Separate product specifications such as the hazardous goods specifications of products concerned must be classified in accordance with provisions, packaged and labelled accordingly; the legally prescribed safety datasheets must be enclosed.

6.    Warranty:

The supplier shall provide warranty cover for the contractually agreed and customarily presumed characteristics, the completeness and suitability of his deliveries and services for a period of 24 months for mobile goods and 36 months for fixed goods and guarantees freedom from defects for the duration of this warranty period.

The warranty period commences with acceptance of the complete system by the end user (the customer's buyer).
However, the warranty period ends no more than 36 months with mobile and 48 months with fixed goods after the complete fulfilment of all deliveries and services ordered by the customer. Irrespective of further rights of the customer and irrespective of the fault of the supplier, the customer is entitled to have detected defects or damage remedied by a third party or he may remedy this himself, at the cost of the supplier, if the supplier does not meet with the request to remedy defects within an appropriate period of time. 
Any obligation to inspect and provide notification of defects on the part of the customer in relation to the deliveries and services of the customer prior to commissioning or use is excluded. The guarantee period shall start anew for all replacement deliveries and repairs.

7.    Compensation for damages and product liability:

If the goods supplied exhibit defects in accordance with the product liability law and claims are lodged against the customer in this regard, the supplier shall compensate the customer for all costs and wholly indemnify the customer and hold him harmless.
The supplier is obligated to supply a complete yet easily understandable user manual, to store all necessary documents and to undertake careful product monitoring. Furthermore, the supplier is obligated to revise the product without prompting, if he becomes aware of potential problems that could trigger liability.
The supplier undertakes to take out appropriate insurance cover (e.g. product liability insurance) and to present proof of this to the customer if required.

8.    Billing:

A separate invoice shall be issued for each delivery, unless we explicitly request consolidated invoices.

Part invoices can be submitted for external services on our building sites in accordance with work progress, with a minimum value of € …… However, we reserve the right to withhold 10% of the value of each part invoice until full acceptance of the final invoice.

9.    Place of fulfilment:

The place of fulfilment for payments is A- 3435 Zwentendorf or with orders for our branch in Hungary H-9513 Csönge, and for deliveries and services our respective place of receipt.

10.      Confidentiality:

The supplier is required to treat as confidential all information and documents of a commercial and technical nature made directly or indirectly available to him within the framework of the quotation and processing phase by the customer and/or the end user, as well as all associated information to be supplied by the supplier, and to use this exclusively to fulfil his contractual obligations.

11.      Withdrawal:

In the event of a contractual infringement by the supplier, the customer is entitled to withdraw from the contract in whole or part after providing an appropriate period of grace. Such contractual infringements include delays to interim or final deadlines, subcontracting without approval, or other fulfilment defects that endanger the contractual fulfilment of the customer in relation to his contracting partners.
In such cases, the customer is entitled to perform the neglected or inadequate deliveries and services himself, or commission a third party to do so at the cost of the supplier (substitute performance). All costs that arise in this regard can either be billed by the customer directly, whereby a payment period of 30 days from the invoice date is deemed to be agreed, or the customer may deduct the amount from the next payments due to the supplier.
If it is necessary to utilise industrial property rights, documentation (such as workshop drawings, calculations) or other information in order to exercise the right to substitute performance then the supplier hereby undertakes with binding effect to furnish the customer with the requisite rights, documentation and information. 
The customer has the right to withdraw from the contract in whole or part without the fault of the supplier. In this case the customer is obligated to pay the supplier a proportional sum according to the deliveries and services already supplied, and also to reimburse any proven direct costs for deliveries and services pertaining to the work, or for the cancellation of subcontracts. After declaration of a withdrawal, the supplier is obligated to make every effort to keep the costs to be reimbursed by the customer to an absolute minimum. If the customer withdraws from the contract due to a contractual infringement on the part of the supplier, the customer and/or the end user are entitled to continue utilising the deliveries and services of the supplier up to this point. Any costs associated with this use are borne by the supplier. 
Furthermore, the supplier is required to reimburse the customer for all costs arising due to withdrawal.

12.      Miscellaneous:

The customer reserves the right of the end user and/or their test bodies to perform deadline controls, technical intermediate and final inspections (also packaging inspections) in the offices, factory facilities and storage spaces of the supplier and his subcontractors at any time during the development, planning, production and delivery preparation phases, and to reject any deficient documentation and defective material. These controls and inspections do not relieve the supplier of his responsibility and do not constitute acceptance of a delivery/service.
The customer is to be informed of all subcontractors of the supplier, excluding those for standard parts, in writing in a timely manner and must approve these in writing.
The transfer of ownership to the customer takes place at the same time as the transfer of risk. Persons who submit declarations to the customer on behalf of the supplier are deemed to be fully authorised without limitation.
Ancillary costs associated with fulfilling the order, which are not regulated in agreements or in INCOTERMS 2010, shall be borne by the supplier. 
If the customer should request it then the supplier declares himself willing to appropriately store the goods for up to 3 months at the cost and risk of the supplier on behalf of the customer.
All deliveries to the customer shall take place free of reservations of title and third party rights. Such reservations on the part of the supplier are also legally ineffective without the express objection of the customer. 
The supplier is also liable for his subcontractors complying with these purchasing conditions. Without prejudice to the provisions in these purchasing conditions, the remaining legal entitlements of the customer are unaffected.

13.      Place of jurisdiction:

The place of jurisdiction for all disputes arising in conjunction with each legally valid order relationship between the supplier and the customer, which is based on these conditions - including the validity of the contract itself - is the court presiding over the  customer's place of business, St.Pölten or Tulln.

14.      Applicable law:

The law applicable to the contract is Austrian material law to the exclusion of national and international reference provisions and the UN Convention on the International Sale of Goods from 1980.