General Terms and Conditions
All offers, sales and deliveries are exclusively subject to these Terms and Conditions. They apply to all current and future transactions between us and the customer. If some articles of agreement of these Terms and Conditions should become wholly or partially invalid, the validity of the remaining parts of these Terms and Conditions shall not be affected. Our offers and non-confirmed written order letters are always non-binding and do not oblige a contract acceptance. The conclusion of contract occurs only upon receipt of our written confirmation, with the exception of immediate order execution without confirmation from our part. In this case the execution of the order is subject to these terms and conditions and our delivery note or invoice shall be deemed as order confirmation. Additional agreements, in particular verbal agreements, recommendations or arrangements with our employees are invalid without our written consent. Deviating purchase terms and conditions of the customer, if they do not comply with these terms of delivery and / or disagree in whole or in part, have no validity.
2. Delivery Time and Delivery Obligations
The agreed delivery times are kept according to possibility. We do not undertake any guarantee of compliance with a specific delivery time. Circumstances or events that are not our fault and that prevent the delivery or make delivery considerably more difficult, release us wholly or partially from our delivery duty for the duration of the effects. These include in particular all acts of force majeure, further interruption of operation at our facilities regardless of the reason, inadequate provision of means of transport or interruption of transport, as well as decrees by higher authorities which may affect the ability to supply. In such cases we are entitled to extend the agreed delivery period adequately or to cancel the contract in whole or in part, without entitling the customer to any claims. In case of non-delivery or late delivery the customer, however, is only authorized, providing a reasonable grace period, to cancel the contract in writing. All other claims, especially claims for compensation or reduction are excluded, as far as no intent on our part is involved. We are entitled to make partial deliveries. If the customer is in default of payment, we also have in particular the right to withdraw from any further delivery obligations without notice.
3. Prices and Payment
All list prices are: ex works, excluding VAT, packaging, insurance, shipping and other fees, unless expressly agreed otherwise. The seller is entitled to a reasonable price increase, if, after conclusion of the contract, raw materials, auxiliary materials, wages, salaries, fees, etc. detectable increase more than 5%. In particular prices are subject to alteration in case the order to be executed deviates from the offer according to order confirmation.
The calculation is made on the date of shipment or agreed pick-up.
Invoices are payable, unless otherwise agreed in writing, either
1. within 10 days from invoice date with 2% discount or
2. within 30 days from date of invoice net
unless otherwise specified.
Incoming payments pay off debt in the order of their creation which must be considered at discount deductions. Entitlement to discount is only available if the invoice is paid within the discount period. If the customer is in default with payments or upon receipt of information about the financial position of the customer after business transactions, which can no longer guarantee a credit, we are entitled to declare due the total liabilities of the customer against us, regardless of agreed payment deadlines, and to demand advance payments or securing, or withdraw from the contract without notice. In case of default in payment, arising with each delay in payment without reminder, we are entitled to charge interest at 1% above the discount rate of the Austrian National Bank, however, requiring at least 12% annually. In addition the customer has to replace all dunning and collection costs in this case. The set-off of counter claims as well as the execution of rights of retention or rights to withhold performance against our claims is excluded (prohibition of compensation). Acceptance of cheques and bills of exchange are on account of payment, not instead of payment and do not mean deferment of original claims. We reserve the right to assert the claim, which is base for handing over of cheque or bill of exchange, at any time even without prior return of cheque or bill of exchange. The cost of discounting, the bank and collection fees as well as other expenses shall be borne by the customer, as well as any stamp duties, taxes and exchange losses.
4. Shipping and Packaging
Basically delivery is ex works or storage unless otherwise agreed. For all deliveries the risk (including the risk of breakage) is transferred to the customer upon handing over of the goods to the carrier, regardless if ordered by the customer or by us. The acceptance of the shipment by the carrier shall be deemed acknowledgment of the proper quality of the packaging and loading. If delivery is carried out with our own vehicle, the handover of the goods is deemed as carried out upon arrival of the goods in the premises of the recipient or any other agreed delivery point and upon availability of the goods on the vehicle. It is the sole responsibility and obligation of the purchaser to ensure appropriate unloading devices. Dispatch route and mode of dispatch will be chosen by us. Any customer's wishes are taken into consideration as far as possible. All returns, also those due to complaints, have to be made at the expense and risk of the customer.
5. Retention of Title
The delivered goods remain our property until full payment of the purchase price. The customer may sell the goods only in the course of ordinary and common business, which is subject to written authorization of the seller, and is not entitled to pledge or use as security the goods under retention of title. In case of breach of contract by the customer, especially in case of default, we are entitled to take back the delivery item respectively it becomes the duty of the customer to release the goods immediately. Our withdrawal of the goods delivered does not constitute a withdrawal from the contract, unless it was expressly stated in writing. With the acquisition of an executive lien on the delivery item or in the case of other acts of third parties, the customer is obliged to inform us immediately in writing. As far as the goods have not been paid, the customer shall, in case of resale of the purchased item to a third party, assign already now all claims, which arise from sales against purchaser or third parties, equal to the invoiced amount to us. The customer is obliged to inform the third party of the assignment of the purchase price and to make appropriate notes with reference to the assignment in his account books. The customer is entitled by us until revoked to collect the debt after assignment of claim. This collection right shall cease also without expressly revocation, if the customer does not fulfil his obligations against us, in case of default of payment, if methods of compensation or bankruptcy proceedings were opened or initiation of such fail for lack of cost recovery. If one of these cases occurs, the customer must inform us upon our request of the assigned claims and their respective debtors, and also provide us with all necessary information for the collection of the claims and to hand over all required documents. If the customer charges the claim from the resale of the delivered item as part of an existing current account relationship, the current account claim in the amount of the recognized balance has to be assigned. This is also valid for any surplus on the current account in favour of the customer in the event of initiation of insolvency proceeding over the customer’s assets, or the initiation of such a proceeding is omitted because costs are not covered. In the event that the delivered item is processed together with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the delivered items compared with the other items processed at the time of processing. For a product created by processing or use of the items delivered, this agreement shall be applied accordingly. The customer is obliged to insure the goods delivered by us under retention of title at his own expense against accidental loss or damage. In advance the customer assigns the claim against the insurance carrier to us.
6. Liability and Warranty
The customer is obliged to inspect every shipment with the diligence of a company immediately and to claim any deficiencies within 2 days after arrival of the goods in writing, specifying the reasons to complain, and to attach also the delivery note and the consignment. If the shipment is not examined in the stated sense, quality, measurement and sorting are considered to be accepted. Hidden defects have to be claimed in writing immediately after detection latest within 6 months after receipt of delivery attaching the delivery note and consignment. If the defect complaint is made in time, the defective product will be repaired or replaced by a defect-free product free of charge. If the repair or replacement delivery fails after three attempts, the right to transformation or reduction is entitled to the buyer instead of these. (The Austrian Timber Trade Usages are valid unless our terms and conditions contain no other). We assume no liability for damages due to artificial drying such as cracks, small dimensions, throwing and dragging of the planks and falling out of branches. This does not affect the payment obligation of the customer. In the event of defects claimed in time and proper way accepted by us, we shall provide replacement in kind or appropriate price reduction according to our option and usual in trade. Measures of mitigation are not valid as acceptance of claims. Negotiating deficiencies will not waive the objection that the complaint is not made in time or is factually unfounded or insufficient in other ways.
Unless no mandatory liability is taken in cases of intent, negligence or the absence of guaranteed features, all further claims, in particular claims for damages of any kind, cancellation of the contract, compensation for costs incurred by processing, repacking, or by sorting rejected goods or the like, are excluded against us, our legal representatives, agents and company employees. For property damages not affecting a consumer, the respective legal provisions according to the product liability law are valid. Compensation claims according to § 12 product liability law are excluded. In case of failure to comply with our processing information (especially with beech and birch), the on-site verification is executed by an employee (a defect complaint is excluded).
7. Place of contractual fulfilment and exclusive court of jurisdiction
Place of fulfilment of delivery and payment is Wieselburg. The exclusive court of jurisdiction for both parties concerning all obligations derived from the contract or its dissolution (including possible cheque and bill of exchange litigations), is the competent court in Scheibbs. Valid is only the Austrian law and domestic jurisdiction.