General Terms and Conditions of Business and Delivery
1. General Information
1.1. The acceptance and execution of orders and thus the conclusion of legal transactions shall take place solely on the basis of our terms and conditions of sale and delivery listed below. The version valid at the time of the conclusion of the contract shall be applicable. On principle, we conclude contracts only on the basis of these conditions. The customer expressly acknowledges having accepted these terms and conditions of sale and delivery in a legally binding manner to the effect that they have become a component of the contract. This shall also apply should the customer make reference to their own general terms and conditions.
These terms and conditions of sale and delivery shall also be applicable to all future contractual relationships, even if this is not explicitly stated in additional contracts.
Any general terms and conditions of the customer shall not be accepted – even with knowledge thereof – unless otherwise agreed upon explicitly and in writing in individual cases.
General terms and conditions of the customer are hereby expressly excluded. No further exclusion of the GTC of the customer is required. Changes to the terms and conditions of sale and delivery shall be made known to the customer and shall be considered agreed upon if the customer does not object to the changed terms and conditions of sale and delivery within 14 days. The customer shall be explicitly informed about the significance of silence in the agreement.
1.2. Our offers are subject to change and are non-binding unless they are explicitly indicated as binding. A contract is concluded with legal effect only by means of a written order confirmation on our part. In the case of short-term deliveries, the invoice shall replace the order confirmation.
2.1. Our deliveries are always performed freight collect and at the expense of the customer.
2.2. We shall be obligated to perform the service only after the customer has fulfilled all of the obligations required on their part for the delivery (e.g. the agreed down payment has been received). We shall honour the delivery periods and dates to the greatest extent possible. Unless they have been explicitly stipulated as binding, they are non-binding and are always to be understood as the expected date of the delivery and handover to the customer. The customer shall be able to withdraw from the contract due to a delay in delivery only if an appropriate grace period of at least two weeks has been set. The withdrawal shall be asserted per registered letter. The right of withdrawal shall apply only to the part of the delivery or service for which the delay exists.
2.3. The delivery period has been adhered to if the object of delivery has left our plant/warehouse or the readiness for dispatch has been communicated by the end of this period. Subsequent changes and additions requested by the customer extend the delivery time accordingly. The same shall apply in the event of unforeseen obstacles that are out of our control, such as force majeure, strikes, lock-outs, or delays in the delivery of important raw materials, other materials or parts.
2.4. Claims for compensation on the part of the customer are excluded in all cases of delayed or unperformed deliveries, even after the expiry of the grace period, except in cases of intent or gross negligence.
2.5. Our liability for damages caused by delay is limited to 0.5% of the value of the delivery experiencing delays and at most 5% of the value of the part of the delivery that was not delivered on time.
2.6. Goods which are not accepted on the stipulated delivery date shall be stored for a maximum duration of four weeks at the risk and expense of the customer. The customer shall bear all costs for storage. At the same time, we are entitled either to insist upon fulfilment of the contract or, after having set an appropriate grace period, to withdraw from the contract and utilise the goods for other purposes. In the event of utilisation, a contractual penalty of 30% of the invoice amount (excl. VAT) shall be deemed agreed upon.
3. Dispatch, Transfer of Risk, Insurance
The customer is obligated to accept our deliveries and services. We deliver without insurance. The risk is transferred to the customer as soon as the object of delivery is transferred to the forwarder or other person responsible for dispatch or starting at the time of readiness for delivery in the case of delay in acceptance on the part of the customer. This shall also be the case should partial deliveries be made or if we have undertaken to perform additional services. If nothing else has been expressly agreed upon, the goods shall be sold ex works/ex warehouse.
4.1. For our deliveries, we essentially charge the net prices indicated in the price lists applicable in each case.
4.2. All price information is subject to changes and stipulated in euros, exclusive of value added tax, unless otherwise specified. All transport and packaging costs, shipping and insurance expenses, customs duties, fees and levies shall be paid by the customer.
4.3. The statutory value added tax shall be invoiced additionally in the applicable amount in each case. All fees shall be paid by the customer.
5. Terms of Payment
5.1. Our invoices are payable within 14 days of the invoicing date, free of charges and other deductions. Bank transfers shall be considered payment only after the amount has been credited to our account. Bills of exchange or checks shall be accepted only after written agreement and solely on account of payment, and shall exclude a cash discount deduction. Discount interest and all bank expenses shall be borne solely by the customer.
5.2. In the event of delayed payment on the part of the customer, we shall be entitled to demand compensation for the damage actually incurred or default interest at the applicable statutory rate, as we see fit. Currently, (as of 2014) this is 9.2% p.a. above the base lending rate for entrepreneurs. In the event of delayed payment on the part of the customer, we shall also be entitled to demand compound interest starting on the day of the transfer to the customer. In the event of delayed payment, the customer undertakes to compensate us for any reminder and collection costs incurred to the extent necessary for appropriate prosecution. In any case, this shall include a lump sum of EUR 40.00 as compensation for operating costs as per § 458 of the Austrian Commercial Code. The assertion of additional rights and claims shall not be effected by this. In the event of delay on the part of the customer regarding a (partial) payment, we shall be entitled to make payable and due invoice amounts that are open but not yet due and/or demand advance payment or a guarantee for future deliveries and services.
5.3. Offsetting with counter-claims of the customer that are disputed by us or not enforced by law shall be excluded, as shall be the exercise of a right of retention without legally enforceable titles or due to claims from other legal transactions.
6.1. We guarantee the fundamental suitability of the goods delivered for the intended designated use taking into account the agreed properties and under the prerequisite of strict compliance with the storage conditions and processing guidelines on the part of the customer. The warranty period is a maximum of 12 months after the acceptance of the goods. Application, usage and processing of the products takes place outside of our sphere of control and is therefore solely in the domain of responsibility of the customer. We shall therefore not provide a warranty for the coatings created using the coating material we delivered.
6.2. Complaints regarding defects shall be made in writing immediately after the goods receipt and within three days of it at the latest, and complaints regarding hidden defects shall be made in writing within three days of their discovery. Complaints shall be justified sufficiently and substantiated by proof.
6.3. In the case of justified defects, the warranty shall be limited to a new or subsequent delivery of the lacking goods, whereby only claims for the exchange delivery of goods from our current programme shall exist. Multiple subsequent improvements and replacement deliveries are permissible. Conversion claims and claims to price reduction are excluded. We shall not accept any liability for damage caused by inappropriate or improper usage, application or processing, natural wear, or incorrect or negligent treatment or storage.
6.4. No warranty, guarantee or liability whatsoever shall be assumed for reject goods at reduced prices or those delivered as stipulated in the agreement.
6.5. Insofar as this does not contradict compelling law and nothing else has been arranged to contrary in these terms and conditions, we shall only accept liability for compensation of damages which we have caused through gross negligence or intent. However, this limitation of liability does not apply to compensation for bodily injury. We shall not accept any liability for incidental damages, lost profit, losses of interest, savings that did not materialise, consequential and pecuniary damage and damage resulting from third-party claims. In the event of gross negligence, the amount of liability shall be limited to the value of the goods delivery.
6.6. Liability for damage to property or bodily injury as per the product liability act is excluded. The customer undertakes to subject their customers to this exclusion of liability as well, if necessary.
7. Retention of Title
7.1. We retain the title to the goods delivered until the complete payment of the purchase price. The customer shall bear the entire risk for conditional goods, especially for the risk of destruction, loss or deterioration. In the event of handling and processing or combination of the goods with other objects, our title shall apply to the new object. The customer is entitled to sell the goods delivered in the ordinary course of business. Until complete payment of the purchase price, the customer shall assign to us all claims and security interests out of such resale on account of payment. The customer undertakes to note this assignment in their books.
In the event of delayed payment on the part of the customer, we are entitled to notify the repurchaser of the goods, whom the customer shall make known to us, of the assignment and demand payment to us.
7.2. Any pledging or collateral assignment of our goods delivered under retention of title to the benefit of third parties is not permissible without our consent. The customer shall immediately inform us of any seizure by
third parties. Acknowledgement of balance shall not affect the retention of title, nor payment by bill of exchange or cheque, until correct and effective redemption. Should we be forced to make use of our retention of title and take back the goods, the credit for the goods taken back on the basis of the retention of title shall be granted under consideration of a price reduction appropriate for the storage period, wear and tear and other circumstances but at least 30% of the invoice value. The buyer shall undertake to notify us before filing insolvency proceedings so that we can take back goods delivered under retention of title and owned by us.
7.3. In the event of delayed payment, we shall be entitled to seize the goods, without nullifying the obligations of the customer issuing from the purchase agreement, especially those concerning payment. The customer shall inform us immediately and in detail in the event of seizure of goods that are under our retention of title. To the same extent, singling out of our goods on the account of impending burden of insolvency while the retention of title exists is impermissible. The goods delivered under retention of title shall be stored properly.
7.4. Should third parties justify a right to the goods or wish to assert such a right, the customer shall notify us of this immediately in writing.
Deliveries shall be performed only in the container sizes indicated in the price lists relevant in each case. Smaller filling quantities as per customer request or deliveries in loaned packaging must be arranged in writing. Only packaging explicitly designated as loaned packaging shall be taken back. It must be returned to us within three months in a flawless state and free per rail. No credit shall be granted if it is returned after this period. All transport and packaging costs shall be borne by the customer as stipulated above.
9. Electronic Commerce
Orders or other legally binding declarations on the part of the customer can be validly sent using our electronic forms and by e-mail, but require error-free receipt on our part to be effective. Transmission errors – irrespective of their cause – shall be at the expense of the customer. In the event of a malfunction of our data processing system, we reserve the right to revoke the effectiveness of individual or time-related legal business declarations immediately and through appropriate means (individual message, announcement on our website) and to perform or request the repeated and valid communication of the same.
10. Place of performance, legal validity, applicable law, place of jurisdiction, collection of data
10.1. The place of performance is our business address.
10.2. Austrian law shall apply exclusively, to the exclusion of the referring statutes of international private law (such as IPRG ROM I VO, etc.) and the CISG.
10.3. The exclusive local jurisdiction of the competent court in Innsbruck is hereby stipulated as the place of jurisdiction.
10.4. Should provisions of these terms and conditions of business and delivery be or become ineffective, invalid and/or void in the course of their duration, this shall not impact the legal effect and validity of the remaining provisions. In this case, the ineffective, invalid and/or void provision shall be replaced by one that is legally effective and valid and comes as close as possible and legally permissible to the economic effect of the original provision.
10.5. The data concerning our business relationships (especially name; address; telephone and fax numbers; e-mail addresses; order, delivery and invoice addresses; order date; ordered or delivered products or services; number of items; delivery dates; payment and reminder data; etc.) shall be stored in our EDP systems and further processed. The customer gives their consent to this.
Innsbruck, on 14/02/2015
Wolftank Adisa GmbH
By accessing the website at https://www.adisa.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
2. Use License
- Permission is granted to temporarily download one copy of the materials (information or software) on Wolftank Adisa GmbH’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on Wolftank Adisa GmbH’s website;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by Wolftank Adisa GmbH at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- The materials on Wolftank Adisa GmbH’s website are provided on an ‘as is’ basis. Wolftank Adisa GmbH makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
- Further, Wolftank Adisa GmbH does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
In no event shall Wolftank Adisa GmbH or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Wolftank Adisa GmbH’s website, even if Wolftank Adisa GmbH or a Wolftank Adisa GmbH authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Accuracy of materials
The materials appearing on Wolftank Adisa GmbH’s website could include technical, typographical, or photographic errors. Wolftank Adisa GmbH does not warrant that any of the materials on its website are accurate, complete or current. Wolftank Adisa GmbH may make changes to the materials contained on its website at any time without notice. However Wolftank Adisa GmbH does not make any commitment to update the materials.
Wolftank Adisa GmbH has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Wolftank Adisa GmbH of the site. Use of any such linked website is at the user’s own risk.
Wolftank Adisa GmbH may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.
8. Governing Law
These terms and conditions are governed by and construed in accordance with the laws of Austria and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.
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