The following conditions are valid for all our supplies and services. We hereby oppose all deviating terms and conditions of business on the part of the party ordering. The latter deviating conditions do not subject us to an obligation even if we do not explicitly oppose them again after we receive them. Our conditions are deemed to be accepted upon receipt of our order confirmation, and under no circumstances later than when our supply is received.
II. Quotations and prices
Our quotations are always provided on a non-binding basis. Cost estimates are binding only at the point in time at which electronic Wallisch GmbH&CoKG. explicitly declares them to a binding cost estimate.
The prices are calculated on the cost basis of the date of the quotation. With regard to firmly-agreed prices, both contracting parties retain the right to demand a corresponding adjustment of the agreed price, in the event of a change of the factors forming the price, such as wages, freight rates, energy costs, etc., unless the provision of our service takes place within 4 months after submission of our quotation. In the case of demonstrable errors in calculation or in writing within quotations, both contracting parties retain the right to demand an adaptation to the actually-intended calculation sizes, within the scope of what is customary.
Additional services are calculated separately.
The value-added tax is not contained in any of the prices and is charged as a separate item.
III. Implementation of the services; time periods and deadlines
Electronic Wallisch GmbH&CoKG. provides its service in accordance with its operating realities, on its own responsibility, taking into account the rules of technology and also the legislative and public-authority provisions.
The following represent preconditions for the beginning of time periods for supply and the validity of deadlines: the prior clarification of all technical requirements and questions, in addition to the effective actions of the party ordering, in accordance with delivery dates and deadlines. The contracting partner is solely entitled to terminate the contract in the event of agreed delivery deadlines being overstepped if, prior to this, electronic Wallisch GmbH&CoKG was set an appropriate deadline with the threat of termination.
In so far as circumstances not attributable to electronic Wallisch GmbH&CoKG. render the provision of services more difficult, or delay it or render it impossible, electronic Wallisch GmbH&CoKG. is entitled to postpone the provision of the services by a period corresponding to the duration of the delay, or respectively to withdraw from the Contract in whole or in part. No responsibility is assumed for force majeure, interventions by public authorities, disruptions to company operations, strike, lock-outs, in addition to faulty delivery of material or direct delays to transport deliveries on the part of third parties or of the party ordering, which are not attributable to us.
Without a separate written agreement, contractual penalties or claims for compensation due to delayed provision of service or non-fulfilment are excluded.
Assurance given with regard to properties of goods and services provided by electronic Wallisch GmbH&CoKG. requires the written form.
IV. Obligation to supply
A precondition for our own ability to supply is the timely and orderly supply of the necessary goods and materials by our suppliers. A significant worsening in ability to supply, quality or pricing for our supplier´s goods, on which the orderly handling of the order submitted to us essentially depends, entitles us to terminate the Contract, with any obligation to provide compensation being excluded.
If, after conclusion of the Contract, we become aware of an essential worsening of the circumstances of the party ordering, in terms of its assets or liquidity, we reserve the right to a change of the agreed payment conditions, or respectively a termination of the purchase contract.
V. Transport and transfer of risk
In the following cases, the point in time at which the transfer of risks takes place is defined as follows:
a) in the case of ex-works sale, the supplier´s risk is transferred to the party ordering, when the goods are placed at the disposal of the party ordering. The supplier must notify the party ordering of the point in time at which the latter can have the goods at his disposal.
b) In the case of dispatch of the goods, the risk is transferred from the supplier to the party ordering when the goods pass outside the supplier´s area of influence. The party ordering bears the cost of transportation.
In so far as no agreement is made to the contrary, the supply is deemed to be sold on the basis of ex works.
Moreover the INCOTERMS apply, in the version valid on the day on which the Contract is concluded.
If the dispatch of the supply of goods is delayed at the wish of the party ordering, or due to reasons which are not our responsibility, the risk is transferred to the party ordering at the point in time at which the notification of readiness to supply is provided.
The party ordering bears the costs for packaging and packing material.
VI. Payment conditions
The payment deadlines agreed with the acknowledgement of our order confirmation apply. In the case of the deadline date for payment being overstepped, interest charges for payment delay are charged at a rate of 8% p.a.
A case of delayed payment arises when the supplier´s account receivable becomes due, without a payment reminder being required. It is permissible for the supplier to charge for the reimbursement of dunning costs.
In all instances the right to accept cheques and bills of exchange is retained, and this acceptance only takes place on account of payment, not however in lieu of fulfilment. Costs of exchange and discounting charges are borne by the party ordering.
VII. Retention of ownership
The supplier retains the right of ownership on all goods he provides, until the party ordering has fulfilled all claims arising from the business connection, irrespective of the legal reason on which they are based, and also, in particular, until the party ordering has paid for a current account balance (in instances in which one exists).
In the event that there is a processing of goods, together with other goods not belonging to the supplier, the supplier is entitled to co-ownership of the new product, proportional to the reserved property´s value in relation to the other processed goods at the time of processing. The party ordering is not permitted to carry out transfers by way of a security or securities, or pledging of the reserved property.
The party ordering is entitled to use the reserved property in the proper course of business, to sell it and to receive accounts receivable emerging as a result. However in order to secure all our claims arising from the business connection also those of the future the party ordering now already assigns to us all accounts receivable, including ancillary rights, arising from the resale or use of the reserved property. If the reserved property is merely in our co-ownership, the advance assignment is limited to the invoice value of our reserved property.
In the event of delay in payment by the party ordering, or the threat that our reserved property is endangered, the party ordering is obliged to return the reserved property upon our request. The return of the reserved property does not constitute a termination of the Contract. We are authorised to take possession of the reserved property without obtaining a court´s consent to do so and also to make further supplies dependent on spot (cash) payments.
Electronic Wallisch GmbH&CoKG. guarantees that the performance and the characteristics of its service correspond with the contractually-agreed technical demands of the party ordering.
Immaterial changes, not influencing the suitability for use, do not constitute defects.
For accessory parts and articles of merchandise not originating from the production of the supplier, it is the guarantee conditions of the respective sub-suppliers which apply. If a defect is attributable to an instruction from the customer, or to products delivered by the customer, or to the properties of the service provided in advance by another company, the supplier is released from guarantee claims for these defects.
The party ordering is obliged to examine our products immediately after receipt and to provide notification of open defects no later than 5 working days after receipt. If the party orders omits to provide timely notification of defects, our supply is deemed to be in accordance with the Contract and free of defects.
Notification of any defects which cannot be discovered within the period of 5 working days, even on the basis of careful checking, must be given immediately after discovery or, at the latest, within 12 months after delivery. Non-observance of the stated deadline leads to the expiry of all entitlements arising from reasons for making a claim.
For the elimination of defects, the party ordering must grant the supplier the time and opportunity required, according to the latter´s judgment. If he does not grant this to the supplier, the supplier is released from liability for the defects.
IX. Place of fulfilment and legal venue
For these General Terms and Conditions of Business and the entire legal relationship between electronic Wallisch GmbH&CoKG. and the customer, it is the law of the Republic of Austria which applies.
In so far as is legally permissible, the registered office of the supplier is agreed to be the exclusive legal venue for all disputes arising directly or indirectly from the contractual relationship.
For delivery and payment it is the registered office of the supplier which is deemed to be the legal venue, even in instances in which the transfer takes place at another location, by agreement.
Agreements and declarations of intention which deviate from the rulings of these General Terms & Conditions of Business, or which change statutory provisions, require the written form and the explicit written acceptance of electronic Wallisch GmbH&CoKG.
In so far as individual provisions of these General Terms & Conditions of Business should be or become ineffective, the validity of the remaining provisions remains unaffected.