1. Scope of Application
1.1 These general terms and conditions apply to all our services and deliveries. Any digressions therefrom are only valid if we have acknowledged them in writing. Terms and conditions on the part of the customer are excluded for all legal transactions.
2.1 Our offers are subject to alteration.
2.2 The information contained in catalogues, brochures and the like are only decisive when explicitly confirmed by us in the order confirmation.
2.3 Any permits and approvals of or by public authorities or third parties that may be required for the execution of an order shall be procured by the customer who shall inform us thereof and indemnify and hold us harmless in this respect. We are not obligated to start with our services before these permits have been validly issued.
2.4 We reserve property rights and copyrights to any illustrations, drawings, calculations and other documents. The contractor requires our express written consent before passing such information on to third parties.
3. Conclusion of Contract
3.1 The contract shall be deemed to have been concluded when we have sent the written order confirmation or when we actually carry out the delivery or service. Changes and additions to the contract require our written confirmation in order to be valid.
4.1 The prices are Euro prices unless otherwise indicated. Our prices do not include statutory value-added tax; this will be shown separately on the invoice at the statutory rate on the day of invoicing; it will be invoiced separately at the rate applicable at the time in accordance with the tax regulations applicable at the time.
4.2 The deduction of a discount requires a special written agreement.
4.3 Price quotations shall become binding once we have confirmed them in writing by stating the scope of delivery and services. We are entitled to invoice separately for deliveries or services exceeding the scope of supply and services.
4.4 Any price, delivery and performance specifications as well as other declarations or assurances shall only be binding for us if they have been confirmed by us in writing.
4.5 The prices are based on the costs at the time of their announcement. We reserve the right to adjust prices if the order deviates from an offer or if costs have changed up to the time of delivery, in particular due to increases in wage costs, material costs or due to price increases by our suppliers. Where a contract is concluded with open prices, the price applicable on the day of delivery or service shall be charged.
4.6 We are entitled to demand partial payments from the customer.
5. Service / Delivery
5.1 The delivery or service period begins with the latest of the following points in time:
5.2 In cases of force majeure or if a large or important work piece becomes unusable at our premises or at those of one of our suppliers or in the event of delays beyond our control, we are entitled to extend the delivery period as appropriate without being in default and to adjust the prices.
6. Transfer of Risk
6.1 Insofar as no special agreement has been made, the risk of accidental loss or accidental deterioration of the deliveries and services shall pass to the customer as soon as we have given notice of their delivery or completion. In case a trial operation has been agreed upon, the risk shall be transferred upon completion of the successful trial operation.
7.1 A formal takeover shall only take place if this has been agreed in writing. If a takeover has been agreed upon, we will inform the customer that the delivery is ready for handover. The takeover must then be performed within 14 days. It may not be delayed on account of such defects that do not impair the functionality or only impair it to an insignificant extent. If, for reasons for which we are not responsible, takeover does not take place, then the takeover shall be deemed to have taken place upon expiry of the aforementioned period.
7.2 The takeover shall in any case be deemed to have taken place when the customer has made use of our deliveries and services.
8.1 Provided that no special terms of payment have been agreed in writing, the invoice amount (net price plus VAT) is due for payment within 14 days of the invoice date.
8.2 In the case of partial settlements, the corresponding partial amounts shall be due upon receipt of the relevant invoice. This also applies to invoiced amounts arising from subsequent deliveries or other agreements that exceed the original order amount, irrespective of the payment terms agreed upon for the main delivery. Where we provide larger quantities of material under the contract, it shall be deemed agreed upon that payment is to be made immediately.
8.3 The date of payment shall be the date of receipt by us or our payment office.
8.4 The customer does not have the right to withhold payments due to warranty claims or other claims of any kind whatsoever or to offset them against counterclaims.
8.5 In the event that the customer is in default with his or her payment or any other performance, we are entitled to
a) postpone the fulfilment of our obligations until the payment in arrears or other performance has been effected;
b) extend the delivery period by a reasonable period of time;
c) charge a reminder fee of € 40.00 as well as interest on arrears from the due date at 8% above the respective base rate;
d) withdraw from the contract in the event of failure to comply with a reasonable grace period.
9. Retention of Title
9.1 The delivered or manufactured goods along with any accessories shall remain our property until the invoice amounts plus interest and operating costs have been paid in full. The buyer is obligated not to sell or pledge the items that are subject to retention of title.
10.1 The warranty period is 2 years; 1 year for movable objects.
10.2 Any warranty claims on the part of the customer presuppose that the customer has duly complied with his obligations of inspection and notification of defects in accordance with Sec. 377 of the Commercial Code (HGB).
10.3 The warranty claim shall only be valid if the customer has immediately notified us in writing of the defect that has been discovered and has described it in detail. Defects in only a part of the delivery or service shall not lead to a complaint about the entire delivery or service. In the event of a justified notice of defect, we may, at our discretion, replace or repair the defective item or defective parts thereof.
10.4 Where a service is carried out on the basis of construction details, drawings, models or other specifications supplied by the customer, we shall only be liable for its execution according to the stipulations and conditions. We do not assume any warranty for the sale of used objects or for taking over repair orders or for alterations and conversions.
10.5 Any defects caused by improper handling on the part of the customer or third parties or other influences beyond our control are excluded from the warranty.
10.6 The warranty shall expire immediately if changes or repairs are made to the object of delivery or service without our consent.
10.7 The warranty period shall not be extended as a result of work and deliveries subject to warranty.
11. Compensation for Damages
11.1 Unless otherwise provided for in these terms and conditions, our liability shall in all cases be limited to those damages that have occurred in the object of our delivery and service. Any further compensation for damages, in particular for consequential damages, shall be excluded insofar as we cannot be accused of gross negligence.
12. Consequences of Default and Withdrawal 1
12.1 In the event that we should be in default of delivery due to gross negligence despite having been granted a grace period, the customer may withdraw from the contract.
12.2 In addition to the cases specified in point 8.5, we are entitled to withdraw from the contract:
12.3 Should judicial insolvency proceedings be initiated concerning the assets of our customer or an application for bankruptcy be dismissed due to lack of assets to cover costs, we may withdraw from the contract without setting a grace period.
12.4 Notwithstanding our claims for damages, in the event of withdrawal, we shall be entitled to payment for the deliveries or services already provided as well as for the preparatory activities performed with regard to the contract, even if the contract has only been partially fulfilled as a result. Even if no delivery has been made, we shall in this case be entitled to reimbursement of the costs incurred in preparing the delivery.
13. Invalidity Clause, Place of Performance, Place of Jurisdiction, Applicable Law
13.1 Should individual provisions be invalid, this shall not affect the validity of the remaining provisions. The parties agree to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision.
13.2 The place of performance is Lauterach. It is agreed that all disputes arising from this contract shall be subject to the jurisdiction of the local competent court in Lauterach. The law of the Republic of Austria applies.
Intemann GmbH, A-6923 Lauterach, Dammstrasse 4 01.04.2011 TERMS OF DELIVERY AND PAYMENT
Achpark · Dammstraße 4 · A-6923 Lauterach · Telephone +43 (0)5574 85444 · Fax  · firstname.lastname@example.org