General Terms and Conditions of Purchase for trafomodern Transformatoren Ges.m.b.H., Industriestraße II/11, A 7053 Hornstein
For our purchases, the following General Terms and Conditions of Purchase shall be exclusively applicable. By accepting our order, our General Terms and Conditions of Purchase shall be deemed as accepted, even replacing any general terms and conditions for the sale and delivery mentioned in the offer or order confirmation of the seller for the execution of the order, even if we did not specifically contradict them. Silence shall not be regarded as a tacit agreement. The seller’s general terms and conditions for the sale and delivery shall only be applicable to us to the extent that we have given our prior agreement in writing and will apply solely for that specific business transaction.
1. Scope of Validity
Unless otherwise agreed, we expect to receive an order confirmation from the supplier within 4 working days, counted from the day the supplier received our order. If we receive no order confirmation within this period of time, we are entitled to withdraw from the order within the following 14 days. Should an order be unclear, the supplier shall ask us for clarifications within 4 working days, counted from the day the supplier received our order. The order confirmation resp. the request for clarifications shall be made in writing by email, letter, or fax addressed to the contact data provided by us. By accepting the order, the supplier agrees to deliver the goods in the agreed quality, quantity, and description, as stated in the order or the documents attached to the order, such as specifications, drawings, parts lists, or technical documents, which shall be deemed to form an integral part of the order.
2. Order Confirmation
The delivery deadline, agreed on in writing, shall be binding. If the supplier becomes aware of the fact that a delivery deadline cannot be met for whatever reason, he shall inform us immediately in writing, indicating a reason for the delay and the expected delivery date. In this event, we expressly reserve the right, after a reasonable extension of the delivery deadline by at least 14 days, to either withdraw from the contract or ask for a delayed delivery with compensation due to a delayed delivery. If the delay in delivery applies to a partial delivery, we expressly reserve the right, after a reasonable extension of the delivery deadline by at least 14 days, to either withdraw from the contract regarding the partial delivery, or withdraw from the entire contract or ask for a delayed delivery with compensation due to a delayed partial delivery. Partial deliveries and/or deliveries prior to the agreed delivery require our prior agreement in writing.
3. Delivery Deadlines and Delays
Unless otherwise agreed, the goods shall be shipped and delivered at the supplier’s expense and risk, including adequate transport packaging, transport insurance, etc. The supplier bears the risk of coincidental impossibility as well as the transport risks until after the product is unloaded at our plant site (place of performance). The non-observance of these purchase conditions without our prior agreement in writing entitles us, unless otherwise agreed, to refuse the acceptance of the goods at the supplier’s risk and expense. Quantities of the delivery differing from those indicated in the order are only possible with our prior agreement in writing. Otherwise, we are entitled to immediately request the missing quantity respectively return the excess quantity at the supplier’s risk and expense. It is expressly agreed that no reservation of property rights shall be made. We expressly contradict any agreements in writing to the contrary. The goods to be delivered become our property when they are unloaded at our plant site (place of performance).
4. Shipping, Delivery, Transfer of Risks, and Reservation of Property Rights
The prices mentioned in our orders are binding. Changes in price, for whatever reason, require our prior agreement in writing. Unless otherwise agreed on in writing, all prices are understood as delivered free of charge, including packaging.
Unless otherwise agreed, the payment is made at our discretion either within 30 days with a discount of 3% or 60 days net, counted from the day of billing or delivery of the goods. Any claims made in writing by us regarding the supplied goods entitle us to withhold the payment until the claim is settled. A payment is neither recognition of a correctly made delivery (service) nor will it constitute a waiver of any of our rights.
6. Payment Conditions
Unless otherwise agreed on in writing, the warranty period of the supplier for defects in the delivery, including the lack of confirmed characteristics, shall last at least two years upon receipt of the goods, or in the case of legal defects, from the day we became aware of the defect. Without prejudice to our other rights derived from the warranty, we are entitled, in urgent cases, such as the impossibility of the replacement or improvement at a reasonable cost, or if the supplier does not fulfil his obligations within the deadline that we set, to remedy the defects and damage ourselves at the supplier’s expense. The obligation of notification of defects is expressly excluded and hence is not applicable. The supplier shall offer the same warranty for the goods and components that he supplied, but that he did not produce himself. Hidden defects can be claimed within three years from the effective reception date. For goods usually left in their unopened packaging until their use, defects discovered only at the time of unpacking shall be deemed to be hidden defects. In the event of a replacement or repair, the warranty period shall begin anew. Any additional expense incurred for a replacement purchase due to the behaviour of the supplier shall be borne by the supplier. If we continue to distribute the products of the supplier, he shall indemnify and hold us harmless against the demands of our clients, to the extent that these do not exceed our legal warranty obligations. This also applies if the deadlines for claiming our warranty rights from the supplier have already lapsed. For each legitimate claim, we shall be entitled to a lump sum of at least €50.00 for administrative handling.
The supplier is liable according to the Austrian product liability law for all damage, and will hold us harmless for any defect derived from the supplied product. If the supplier is or becomes aware of defects in the delivered product, whether from internal sources or through third parties, the supplier has to inform us in writing immediately, naming the products and describing the defects and its effects. The supplier has to organise a product recall action for defective products at his expense. To the extent the delivered products cause defects in products that we delivered, we are entitled to organise a recall action, in which case the supplier has to indemnify and hold us harmless for all damage and additional costs, including the costs for remedying the defects and potential modifications, lost profits, irrespective of his fault. The supplier has to make sure that any danger originating from the product is clearly shown by the legal danger symbols and that a detailed user manual is supplied with the product.
8. Product Liability
The subcontracting of the order to third parties shall require our previous agreement in writing. Otherwise, we reserve the right to withdraw from the contract partially or totally, including compensation.
9. Subcontracting the Order to Third Parties
Any material provided shall remain our property and shall be stored, identified, and administrated clearly set aside. The materials shall only be used to fulfil our orders. The supplier shall be liable for reductions in value and loss of the provided materials.
10. Provision of Materials
Models, drawings, tools, and similar remain our property and shall be returned to us immediately upon our request in writing. The supplier shall be liable for their loss or damage until they have been properly returned to us. They shall be protected against unauthorised use and viewing. Making them available to third parties or even internal employees not participating directly in the production of the products we ordered, requires our previous agreement in writing.
11. Secrecy and Data Protection
The supplier shall undertake all measures required for the environmental and accident protection and fulfil all the obligations imposed by the authorities and legal regulations.
12. Environmental Protection
The place of performance is our plant site in A 7053 Hornstein, Industriestraße II/11, unless another place of performance has been expressly agreed on in writing. All disputes arising are subject to Austrian substantive law, excluding any and all principles on conflicts of law and excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is the competent court in Eisenstadt/Austria.
13. Place of Performance and Place of Jurisdiction
Hornstein, August 2011