Terms and Conditions

TERMS AND CONDITIONS

Status: 09/2020, G.S. Georg Stemeseder GmbH, Römerstraße 5, 5322 Hof bei Salzburg

I. Validity

1. all deliveries, services and offers of Stemeseder shall be made exclusively on the basis of these General Terms and Conditions of Delivery. These are an integral part of all contracts that Stemeseder concludes with its contractual partners (hereinafter also referred to as “Customer”) for the deliveries or services it offers. They shall also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.

2 General terms and conditions of the customer shall not apply to the supply relationship unless Stemeseder has expressly agreed to their validity in writing. Stemeseder’s Terms and Conditions of Delivery shall also apply if Stemeseder carries out the delivery to the Buyer without reservation in the knowledge that the Buyer’s terms and conditions conflict with or deviate from Stemeseder’s Terms and Conditions of Delivery.

II Conclusion of contract and object of delivery

1. the customer agrees that personal data will be stored and processed by Stemeseder in accordance with the GDPR provisions. Please send your detailed request to our data protection officer at
office@stemeseder.com
.

2. all offers made by Stemeseder are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. A contract shall only come into existence upon written order confirmation by Stemeseder. Collateral agreements and amendments require written confirmation by Stemeseder to be effective.

3. the offer is made to the best of our knowledge and belief. Stemeseder is in no case liable for the completeness and correctness.

4. we reserve the right to make changes to the design and shape of the delivery item, unless (i) the changes go beyond the extent of customary deviations and are unreasonable for the customer or (ii) the binding nature of Stemeseder’s information on the subject matter of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances, technical data) as well as representations thereof (e.g. drawings, illustrations) have been expressly agreed with the customer as binding. The aforementioned information provided by Stemeseder on the subject matter of the delivery or service and the representations relating thereto are neither guaranteed nor do they constitute a description of the target quality without the express written consent of Stemeseder. Unless otherwise agreed in writing by Stemeseder, these are merely non-binding descriptions or designations of the delivery or service. In the event that the target quality of the delivery or service has been bindingly agreed with the customer, changes by Stemeseder shall remain permissible insofar as they are reasonable for the customer.

5 Stemeseder retains ownership and copyright to all goods delivered to the customer. documents, drawings, specifications, samples, etc. provided by Stemeseder. They may not be made accessible to third parties without the prior written consent of Stemeseder.

6 The technical and nationally legally compliant design of our products is the responsibility of the customer.

7. orders shall only become legally effective and binding for the Contractor if the Client provides the following alternative means of security to secure payment of the purchase price concurrently with acceptance of this order: the Contractor has the appropriate credit rating so that the Client can be insured by the Contractor’s credit insurance in accordance with the amount of the order; a non-revocable abstract bank guarantee from a domestic banking institution for the amount of the purchase price with a term of 3 months beyond the due date of the purchase price; payment by cash in advance.

8. our warranty shall in any case only consist of an exchange or a credit note with return Further warranties or claims for damages are excluded.

9. returns of goods must be agreed in writing with Stemeseder in advance. Stemeseder is entitled to charge all manipulation fees incurred. Properly delivered goods will not be taken back.

III Prices and payment

1. the prices apply to the scope of services and delivery listed in the order confirmations. Any additional or special services will be charged separately. Unless the parties expressly agree otherwise, prices are quoted in Euro FCA place of loading according to Stemeseder ‘s order confirmation (Incoterms as amended from time to time) plus packaging and statutory VAT. Any customs duties, taxes, fees or similar charges will be charged separately.

2 Stemeseder is entitled to correct obvious errors, omissions, typographical errors and miscalculations at any time. Both for offers and orders.

3. if, after submission of the offer by Stemeseder, after order confirmation or conclusion of a framework agreement with a fixed price agreement by Stemeseder, the raw material prices of the respective goods concerned change significantly (i.e. by at least 10 %), Stemeseder shall be entitled to increase the prices appropriately, in particular with regard to any changes in the price of the goods concerned. obligations already entered into to resupply the goods at a certain price. In order to calculate the price increase that has occurred for the relevant raw materials, publicly accessible sources must be used.

4. if, after submission of the offer by Stemeseder, after order confirmation or conclusion of a framework agreement with a fixed price agreement by Stemeseder, other essential cost factors such as energy, wage, transport or insurance costs change significantly (i.e. by at least 10%), Stemeseder shall also be entitled to a reasonable increase in prices in accordance with the above provision, in particular with regard to any changes in prices caused by Stemeseder. obligations already entered into to resupply the goods at a certain price.

5. invoice amounts are generally to be paid by direct debit without deduction, unless otherwise agreed in writing. In the latter case, receipt of payment by Stemeseder shall be decisive for the timeliness of payment.

6. if the customer fails to pay by the due date, the outstanding amounts shall bear interest at 5% p.a. from the due date; in the event of default in payment, the customer shall pay Stemeseder default interest of 9 percentage points above the base interest rate. Stemeseder reserves the right to prove that Stemeseder has incurred higher damages as a result of the default in payment.

7 Stemeseder shall be entitled to execute or provide outstanding deliveries only against advance payment or provision of security if circumstances become known which are likely to significantly reduce the creditworthiness of the Buyer and which, in Stemeseder’s due discretion, jeopardize the payment of Stemeseder’s outstanding claims by the Buyer under the respective contractual relationship, including those under other individual orders to which the same framework agreement applies.

8. unless otherwise expressly agreed with the customer, all payments shall be made in € (Euro) and exclusively to Stemeseder.

9. for order quantities with an order value of less than € 1,000.00 net, Stemeseder shall charge an order value surcharge of € 150.00.

IV. Delivery and delivery time

1. the delivery time is always non-binding. Should Stemeseder exceed the stated delivery times, the buyer shall not be entitled to compensation, nor to the making of a covering purchase or to contractual penalties. In such cases, the client may not withdraw from the contract. Stemeseder shall be entitled to refuse to hand over the goods to the carriers if it is obvious that loading in compliance with the law is not possible.

2. orders that are already in production may only be changed in consultation with Stemeseder. If the order can no longer be changed according to production progress, it must be reordered by the customer and the current order must be paid for in full. This also applies, if possible, to stopping the order during the production process. In both cases, the customer has no right to claim damages. Stopping an order is free of charge for 24 hours a day. Thereafter, 1% of the order amount per day will be charged as storage costs. The delivery time starts in this period and is included in the production process again after renewed approval. Any costs incurred shall be borne by the customer. Stemeseder is obliged to notify these costs in advance.

3. reasonable partial deliveries to a reasonable extent are permitted.

4. if shipment is delayed at the customer’s request, Stemeseder reserves the right to charge any additional costs incurred as a result.

5. in the case of the shipping method “self-collection” EXW, the customer undertakes to collect the goods within one week. If the goods are not collected within the specified period, Stemeseder shall be entitled to deliver the goods at the customer’s expense or to charge storage costs.

6. events of force majeure shall entitle Stemeseder to postpone delivery for the duration of the hindrance and a reasonable start-up period or, if the hindrance is not only of a temporary nature, to withdraw from the contract in whole or in part due to the part not yet fulfilled. Force majeure shall include strikes, lockouts, political unrest, political decrees or unforeseen circumstances (illness, pandemic, epidemic, etc.), e.g. operational disruptions, which make it impossible for Stemeseder to deliver on time despite reasonable efforts. This shall also apply if the aforementioned hindrance occurs at a subcontractor. An obstacle for which Stemeseder is responsible shall not entitle it to withdraw from the contract.

V. Packaging, shipment, transfer of risk and acceptance of the goods by the customer

1. unless expressly agreed otherwise, Stemeseder shall choose the type of packaging at its discretion. If the goods are packed in wooden cassettes, the wooden cassettes shall be transferred to the customer upon delivery. Steel cassettes, on the other hand, are not included in the scope of delivery and remain the property of Stemeseder. They shall be provided to the customer free of charge for a period of 7 days from delivery. After expiry of the aforementioned period, Stemeseder shall be entitled to demand the return of the steel cassettes from the customer at any time. In this case, the Buyer shall return the steel cassettes to Stemeseder free of charge on the date requested by Stemeseder. If the customer does not comply with the request, Stemeseder will organize the return transport. Stemeseder is entitled to charge for this. While the steel cassettes remain with the customer, the customer must store the steel cassettes properly and mark them as Stemeseder’s property. The customer is liable for any kind of damage or loss of the steel cassettes. In the event that the customer is unable to return the steel cassettes to Stemeseder in proper condition, it shall be obliged to pay Stemeseder a lump-sum compensation of € 1,000.00 per steel cassette.

2. the goods shall travel from our warehouse for the account and at the risk of the recipient or the customer. Even if the prices were agreed free destination.

3. if the customer is in default of acceptance or violates other obligations to cooperate, Stemeseder shall be entitled to demand compensation from the customer for the damage incurred as a result, including any additional expenses. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer. After setting and fruitless expiry of a reasonable deadline, Stemeseder shall also be entitled to dispose of the delivery item otherwise and to supply the customer within a reasonably extended deadline.

4. the delivery item shall only be insured against theft, breakage, transport, fire and water damage or other insurable risks at the express request of the customer and at the customer’s expense.

5. complaints are possible within 3 days of receipt of the goods. Despite a timely report, Stemeseder must reject it depending on the error pattern.

VI Retention of title

1 Stemeseder retains title to the delivery item until all claims against the customer arising from the business relationship have been settled, including future claims, including those arising from contracts concluded at the same time or later. This shall also apply if individual or all of Stemeseder’s claims have been included in a current account and the balance has been struck and recognized.

2. in the event of the customer’s insolvency, the customer shall allow Stemeseder access to its production facility at any time in order to take stock.

3. if Stemeseder withdraws from the contract due to breach of contract by the customer, in particular due to late payment, the customer shall bear all costs of repossession of the delivery item. In the event of seizures or other interventions by third parties, the customer shall notify Stemeseder immediately in writing and provide all necessary information and inform the third party of the existing ownership structure. The customer may not pledge the delivery item or assign it as security. The customer is obliged to treat the delivery item with care; in particular, he is obliged to insure it adequately at his own expense against fire, water and theft at replacement value.

4. the purchaser is entitled to resell the delivery item in the ordinary course of business. However, the customer hereby assigns to Stemeseder all claims, including all ancillary rights, arising from the resale against the customer or third parties, irrespective of whether the goods subject to retention of title are resold without or after processing. The customer is authorized to collect these claims even after assignment. Stemeseder’s right to collect the claims itself shall remain unaffected by this; however, Stemeseder undertakes not to collect the claim as long as the customer duly fulfills its payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings against the customer’s assets has been filed or payments have been suspended by the customer. Stemeseder may demand that the customer discloses the assigned claims and debtors, provides all information necessary for collection, hands over the relevant documents and notifies the debtors of the assignment.

5. the processing or transformation of the delivery item by the customer shall always be carried out for Stemeseder. The customer’s expectant right to the delivery item shall continue in the transformed item. If the delivery item is processed or inseparably combined with other items not belonging to Stemeseder, Stemeseder shall acquire co-ownership of the new item in the ratio of the objective value of the delivery item to the other processed items at the time of processing or combination. If the combination is made in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer shall transfer co-ownership to Stemeseder on a pro rata basis. The customer shall hold the sole or co-ownership for Stemeseder. In all other respects, the same provisions shall apply to the item created by processing or combination as to the delivery item delivered under reservation of title.

6. as security for Stemeseder’s claims against him, the customer shall also assign to Stemeseder those claims which accrue to him against a third party through the connection of the delivery items with a building or property. Stemeseder is obliged to release the securities to which it is entitled at the request of the customer if the realizable value, taking into account customary bank valuation discounts, exceeds the claim to be secured by more than 20%. This is based on dealer purchase prices for goods and the nominal value of receivables.

VII Claims for defects / limitation period

1. the customer must notify Stemeseder of any defects in writing within 3 days, stating the exact nature and extent of the defect, so that Stemeseder is able to check whether the complaint is justified. The customer must also inspect the delivered goods for transport damage immediately upon arrival and note any damage found in writing on the consignment note, have this complaint countersigned by the transport person and inform Stemeseder of this in writing.

2. if there is a defect in the delivery item, Stemeseder shall be entitled, at its own discretion, to remedy the defect or make a replacement delivery. Further claims for damages are excluded.

3. the customer’s right of withdrawal is excluded in all cases.

4. for essential third-party products, Stemeseder’s liability shall be limited to the assignment of the claims to which Stemeseder is entitled against the supplier of the third-party product. Should the claim against the supplier of the third-party product fail for reasons for which the customer is not responsible (e.g. due to insolvency of the supplier), the customer shall not be entitled to any claims for defects against Stemeseder.

5. if the customer has resold the delivery item to a consumer and had to take back or replace the delivery item from the consumer due to a defect, Stemeseder shall not be liable for any costs incurred as a result. Our rectification of defects only includes an exchange. A credit note shall only be issued if Stemeseder expressly agrees to this in writing.

6. the warranty shall lapse if the customer reworks the goods without Stemeseder’s consent or has them reworked by third parties and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the customer shall bear the additional costs of remedying the defect resulting from the processing. Furthermore, no liability is accepted for damage caused for the following reasons:

  • Unsuitable or improper use, in particular violations of Stemeseder’s processing guidelines,
  • Incorrect assembly or commissioning by the customer or third parties, unless any assembly instructions provided by Stemeseder are incorrect,
  • Changes to the delivery item by the customer or third parties,
  • Natural wear and tear unless Stemeseder expressly guarantees otherwise,
  • Incorrect or negligent handling or storage.
  • Unsuitable operating materials, replacement materials,
  • Chemical, electrochemical or electrical influences

7 The limitation period for warranty claims is one year from the transfer of risk. This also applies to the limitation period for claims under Section 823 BGB that are based on a defect. In the event of injury to life, limb or health, for damages under the Product Liability Act and for damages caused by fraudulent conduct or by intent or gross negligence on the part of Stemeseder’s legal representatives, its executives or vicarious agents, the statutory limitation period shall apply in deviation herefrom. This also applies to (i) in the event that Stemeseder is liable to the customer for the purchase of consumer goods, (ii) for defects in a building or for delivery items that have been used for a building in accordance with their normal use and have caused its defectiveness or (iii) in the event of recourse pursuant to Sections 445a, 445b, 478 BGB.

VIII Export law – prerequisite for delivery by Stemeseder

The delivery by Stemeseder is subject to the proviso that any necessary export licenses are granted or that there are no other obstacles to the delivery due to export or transfer regulations to be observed by Stemeseder as exporter / transferor or a supplier of Stemeseder.

IX. Final provisions

1. if the customer is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be Stemeseder’s place of business. However, Stemeseder shall also be entitled to sue the customer at another place of jurisdiction.

2. the law of the Republic of Austria shall apply.

3. the applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.

4. the contract language is German.

5 Should any provision of these General Terms and Conditions of Delivery be or become invalid, this shall not affect the validity of the remaining provisions.

PLACE OF FULFILLMENT:
The place of performance is the registered office of our company

CHOICE OF LAW, PLACE OF JURISDICTION:
Austrian law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded. The contract language is German. The contracting parties agree to Austrian, domestic jurisdiction.
Place of jurisdiction Salzburg-City
Company register Salzburg FN51024k

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