General terms and conditions (as of 9/2014)
- These general terms and conditions (GTC) apply to all legal transactions and contracts entered with the Hofer Kerzen Vertrieb Ges.m.b.H. which are not done via an online shop of Hofer-Kerzen Vertrieb Ges.m.b.H. (Here there are separate listed GTC). These GTC are posted in our business premises, and published online at www.hofer-kerzen.at.
- We want to bring to attention that we conclude our legal transactions and contracts only on the basis of the present GTC if otherwise no other special agreement was made between our contractors (hereinafter simply called buyer) and ourselves for a specific order. The buyer has been advised at the beginning of the business relationship and in the contract about these circumstances and confirmed that he has read and accepted the GTC.
- The validity of possible GTC of the buyer is expressly excluded.
- Deviations from these GTC are effective only if acknowledged by us in writing.
- If the buyer is a consumer within the meaning of the Consumer Protection Act, these GTC shall only apply insofar as they do not contradict mandatory law (in particular the Consumer Protection Act).
- Specials or products on sale are subject to change with respect to price, quantity, and delivery time.
- Any documents which are part of the delivered products such as images, drawings, brochures, samples and weight specifications are for guidance and illustration only. They are only of significance if they have been expressly designated as binding. The seller is entitled to make changes in the design and construction as well as in the chemical composition of the products taking into account the interests of the buyer.
III. Contract Prices
- In terms of delivery, the written order confirmation or, if one is not issued, the invoice of the seller specifies the price. These conditions apply to the contractual relationship and any future transactions, even if not specifically referred to on an individual basis, unless other conditions have been agreed on in writing. Only the CEO and sales personnel of Hofer-Kerzen are authorized to make changes to these conditions.The rates and conditions of the price list which is current and valid on the day the products are shipped apply, unless other price arrangements are made. If a new price list enters into force, the previous prices and conditions are replaced. All prices are in Euros and after leaving the factory, the applicable VAT as valid on the day of delivery gets added. Sales personnel is authorized to establish price increases on the prices valid at the time of contract conclusion, if after that date production cost increases (in particular material prices and labor costs) have occurred. A surcharge of 25% on the product base price is to be paid for custom orders unless otherwise agreed.
- Delivery deadlines begin on the date of order confirmation.
- The delivery deadline is met if the delivery item has left the factory by its expiry. It shall also be deemed complied with if the item was readied for delivery or the buyer is not accepting the delivery item.
- Unpredictable malfunctions of any kind, delays in delivery or failure to deliver by the seller’s suppliers, raw material, energy or labor shortages, difficulties in transportation procurement, traffic disruption and other cases of force majeure for the seller and his suppliers shall extend the delivery time appropriately.
- Partial deliveries are allowed.
- Deliveries are usually done in regular packaging.
- The delivery obligation of the seller is suspended if the buyer is in arrears in a payment (this also applies to payment obligations from other orders or deliveries).
V. Delivery, Shipping and Transfer of Risk
- Delivery shall be made free of charge within Austria for orders starting at 220.00 Euros net according to the prices set out on the valid price list. For express shipping, the additional costs will be charged. For shipping of orders below 220.00 Euros net, shipping and packaging costs will be charged at cost. For orders less than 145.00 Euros, an additional small order fee of 5.00 Euros will be charged. For deliveries outside Austria the minimum order value is 250.00 Euros ex works. Shipping and packaging from the factory will be charged at cost.
- Unless otherwise agreed, the seller chooses the mode of shipping. The risk of destruction, loss or damage to the goods once sold, is carried by the buyer once the goods are handed over to the shipper, carrier or person otherwise commissioned to execute the shipping. This also applies to deliveries that are being shipped free of charge. If delivery is delayed due to circumstances for which the buyer is responsible, the risk is transferred to him from the day of readiness for shipping.
- Delivered goods, even if defective, are to be accepted by the buyer without prejudice to the rights in accordance with section VII.
- The invoices are payable within 14 days after the invoice date less 2% discount or 30 days after date of invoice without any deductions. Payment shall be deemed to be effected once the amount has cleared in an account of the seller.
- Withholding and compensation due to claims from the buyer which are disputed by the seller are excluded, provided that such claims are not expressly recognized or judicially determined.
- Non-compliance with payment targets and / or conditions, or having become aware of circumstances which reduce the creditworthiness of the buyer significantly on application of normal banking standards, result in any outstanding payments to the seller being due immediately. In case of payments being in arrears, the buyer is obliged to pay interest at the rate of 10% above the base interest rate. In addition to that, the seller is entitled to demand advance payment for all outstanding deliveries and if fruitless to withdraw from the contract after a reasonable grace period.
- The buyer must inspect the goods for defects within a reasonable time period, but not later than within 7 days of receipt. Objections regarding quality or defects are to be reported immediately to the seller including invoice and delivery note number and the product designation, at the latest within a further 7 days after receipt of the goods. Hidden defects are to be reported in written form within 7 days after their discovery. Late inspections and / or notices of defects result in the loss of any claims (in particular damages and warranty claims).
For the flawless condition of the goods the seller only guarantees that the seller will re-deliver within a reasonable period faultless goods in accordance with these GTC subsequently, with the exclusion of any further claims such as reduction, withdrawal from contract or compensation for direct or indirect damages or futile expenses. Warranty claims by the buyer shall lapse 12 months after delivery.
- The seller accepts no liability whatsoever for the accuracy or electronic readability of barcodes on the product or packaging.
VIII. Retention of Title
- The goods remain property of the seller until the buyer has fulfilled all liabilities arising from the business relationship with the seller.
- If the goods are treated or processed by the buyer, the retention of title also extends to the new goods. In the case of processing, combination or mixing with foreign materials, the seller acquires joint ownership of the new products produced in proportion of the value of the reserved goods, at the time of processing or mixing. The buyer would work on behalf of the seller, without acquiring any claims on the processing against the seller.
- The buyer is obliged to keep the reserved goods for the seller carefully and protected and to insure them at his own expense properly against loss and damage. He assigns his claims from the insurance contracts herewith in advance to the seller.
- The customer is permitted to resell the goods subject to reservation of title in the normal course of business unless notified otherwise. Other disposals, in particular pledging or transfer of ownership by the buyer, are not permitted. In the case of non-cash payment, the customer must agree with his own customers on retention of ownership in accordance with these conditions. The authorization to resell shall become null and void if the customer ceases to make payments and upon revocation by the seller.
- The buyer assigns his claims from the resale of the reserved goods and all ancillary and security rights including bills and checks to the seller with immediate effect. Upon sale of goods to which the seller has co-ownership pursuant to paragraph 2, the assignment of the claim shall be limited to the share of the claim corresponding to the co-ownership. If reserved goods are sold together with other items for an overall price, the assignment shall be limited to the ratio amount of the invoice value of the reserved goods included in the resale (including VAT).
- At the request of the seller, the buyer is obliged to inform purchasers of the assignment and to give the seller any information and documents required to assert his rights against the purchaser. The buyer is prohibited from making any agreements with his purchasers that exclude or affect the rights of the seller in any way. The buyer may in particular not enter into any agreement which may nullify or jeopardize advance assignment of claims to the seller. As part of his ordinary course of business, the buyer is entitled to collect the receivables assigned to the seller. This authority to collect expires when the buyer stops his payments or if debt payment enforcement measures are levied against him or insolvency proceedings have been requested or opened.
- If the buyer does not meet his obligations towards the seller on time, after due reminder the seller is entitled to demand the return of the goods and / or to invoke the rights assigned to him, without prejudice to the seller’s other rights. Taking back the goods shall constitute withdrawal from the contract only if the seller has expressly declared this in writing. The buyer shall notify the seller immediately of any unauthorized use of the reserved goods and assigned claims by third parties.
IX. Liability / Compensation
- The seller’s liability for ordinary negligence is excluded.
- Liability for compensation for consequential damages and financial losses, profits not made, losses of interest and damages from the claims of third parties against the buyer shall be excluded.
- Place of performance for the service or delivery is the respective seller’s shipping point. Payments are made to the seller’s headquarters.
- Place of jurisdiction shall be according to the seller’s choice at his headquarters or the general jurisdiction of the buyer. This also applies to documents, bills and checks.
- Only Austrian law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.
- If any provision of these GTC are wholly or partially invalid, this shall not affect the validity of the remaining parts of these GTC. An ineffective provision shall be considered as replaced by an effective provision if it corresponds as closely as possible to the economic purpose of the ineffective regulation.
- The seller indicates that the data from the business relationship with the buyer are stored in the context of admissibility according to the Austrian Data Protection Act.