GENERAL TERMS AND CONDITIONS OF BUSINESS

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

(Effective as of May 2018)

1. General:

1.1 – Deliveries of goods to our customers are made only on the basis of the terms and conditions below, unless provided otherwise in any special terms and conditions. Deviating agreements shall require the written form (not applicable to consumer transactions). Our employees are not entitled without written power of attorney to make deviating verbal covenants or agreements, not even to consumers.

1.2 – The possible invalidity of individual provisions of these General Terms and Conditions of Sale and Delivery shall not affect the other provisions. Instead of a possibly invalid provision, a provision shall be considered agreed which comes as close as possible to the invalid provision in a legally admissible manner (not applicable to consumer transactions).

1.3 – These Terms and Conditions shall apply mutatis mutandis also for services or other deliveries to be caused by us, unless provided otherwise in any special terms and conditions.

1.4 – We will not accept any conflicting general terms and conditions of the customer.

2. Order acceptance:

2.1 – If we do not reject within three working days after receipt of an oral purchase order, the order shall be considered accepted. We shall declare rejection of a written order within 14 days after its receipt, otherwise it shall be considered accepted as of the date when the order was placed.

2.2 – In case of shipping by mail, the rejection shall be timely if it is posted within the deadlines.

3. Right of withdrawal for consumers according to the Consumer Protection Act:

3.1 – If the consumer has issued his declaration of contract neither in the rooms which are permanently used by us for our business purpose, nor on a stand used for this purpose at a trade fair or on a market, he may withdraw from his declaration of intent to sign the contract or from the contract within 14 days. The period shall commence upon delivery of a document to the customer which contains at least our name and address and information on the right of withdrawal, but at the earliest upon conclusion of the contract. In case of contracts on the purchase of goods, the period shall commence at the earliest on the day when the consumer acquires possession of the goods.

If no such document has been issued, the period of withdrawal shall be extended by twelve months. If we issue the document within twelve months from commencement of the period, the period of withdrawal shall end 14 days after the date when the consumer receives the document.

3.2 – The consumer shall have no right of withdrawal if he has initiated the business with us himself, or if no negotiations between the parties involved took place before conclusion of the contract.

3.3 – The declaration of withdrawal is not restricted to a particular form. The period of withdrawal is observed if the declaration of withdrawal is dispatched within the period.

3.4 – The consumer may also withdraw from his declaration of willingness to sign the contract or from the contract if without his instigation any circumstances which are essential for his consent, such as approval by third parties, prospect of tax benefits or public subsidies or a credit, which we presented as probable during the contract negotiations, do not occur or only occur to a much lesser extent.

Withdrawal may be declared within one week, as soon as it is apparent for the consumer that the mentioned circumstances will not occur or only occur to a much lesser extent, and he has received a written instruction on this right of withdrawal. However, the right of withdrawal shall expire one month after full completion of the contract by both contracting partners at the latest. Apart from that, section 3.3 shall apply.

The consumer shall have no right of withdrawal if

  1. he knew or should have known already during the contract negotiations that the relevant circumstances will not occur or will occur only to a considerably lesser extent,
  2. exclusion of the right of withdrawal was individually negotiated, or
  3. we agree to reasonably adjust the contract.

3.5 – The direct costs for the return of the goods shall be borne by the consumer.

4. Performance, passage of risk, default:

4.1 – Place of performance for delivery and payment shall be our registered office, even if handover takes place in another location as agreed. In such case, the customer shall approve shipping by rail, mail, road transport or any other advisable mode of transport, and shall bear the cost of the delivery (transport, intermediate storage, loading and unloading).

4.2 – Benefit and risks shall pass to the customer upon shipment of the goods from our warehouse at the latest, in the case of delivery ex works from the appropriate location, notwithstanding the pricing agreed for the delivery, such as “carriage free”, etc. (applicable to consumer transactions only if a separate transport agreement is concluded). Possible claims for damages shall be unaffected.

4.3 – Unless agreed otherwise, the delivery time shall be 30 after conclusion of the contract. In case of goods which are not stored in our warehouse, the delivery time shall be 30 days at the most from receipt of the goods from the upstream supplier (not applicable to consumer transactions). Compliance with the agreed delivery time shall be subject to unforeseeable circumstances or circumstances which are beyond the control of the parties, for example all cases of force majeure, acts of war, governmental interventions and prohibitions, transport and clearance default, transport damages or energy shortage. Such circumstances shall also give the right to extend the delivery period if they occur to a manufacturer, supplier or a vicarious agent.

In these cases, consumers shall have a right of withdrawal according to section 10.1.

4.4 – In case of delayed shipment from the factory or from our warehouse which is due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day when the goods are ready for shipping. If delivery on call has been agreed, the goods shall be considered called off three months from the order date at the latest. We will inform the customer in due time on the expiry of the period and on the significance of his behaviour. If we are unable to perform due to the lack of corresponding merchandise planning of the customer, the effects of the default of acceptance shall occur upon this date.

If the customer fails to collect the goods contrary to the contract, we are entitled to charge the customer a penalty of 1.5% of the net invoice amount per started week from the date of default of acceptance (not applicable to consumer transactions). This does not exclude any further claims for damages.

4.5 – We are entitled to perform and issue invoices for partial or advance deliveries.

4.6 – Complaints based on alleged non-delivery or incomplete delivery shall be raised in writing immediately but not later than within seven days from receipt of the delivery note. If the customer has not received a delivery note, the period shall commence upon receipt of the invoice. Any breach of this obligation does not reduce the customer’s right to claim warranty, but may give reasons for contributory negligence.

5. Offers and cost estimates:

5.1 – Our offers are non-binding and do include an obligation to accept orders.

5.2 – Cost estimates shall only be submitted in writing. Only written cost estimates which are remunerated shall be binding. Unless provided otherwise in any binding cost estimates, we shall be bound by the prices contained in the cost estimate for one month (not applicable to consumer transactions).

5.3. – Changes to orders and/or additional orders shall be invoiced separately.

6. Prices:

6.1 – If there are cost increases between conclusion of the contract and delivery, which are due to circumstance which are beyond our control, such as an increase of our acquisition price, increase of the producer’s prices and/or wholesale prices due to an increase of labour costs under any law, regulation or collective agreement, or on increase or introduction of duties or due to stable value clauses, the affected prices shall increase accordingly (not applicable to consumer transactions).

6.2 – The prices shall be ex warehouse. Packaging, in particular transport packaging, pallets, insurances, delivery, etc. shall be additionally charged.

6.3 – If additionally charged packaging, in particular transport packaging, pallets, etc. are returned against remuneration, the customer is responsible for the proper storage of these objects until their actual return. If these objects cannot be reused, we are not obligated to accept their return against remuneration.

6.4 – Entrepreneurs cannot invoke art. 934 of the Austrian Civil Code (lesion beyond moiety).

7. Retention of title:

7.1 – Until full payment of the purchase price, we reserve title to the purchased object. In case of pledging or other claims to the purchased object by third parties, the customer is obligated to point out our title and to notify us without any delay.

7.2 – The resale of the goods which are subject to retention of title shall require our prior written approval. In this case, the reserved title shall extend to the proceeds or the purchase price claim from this transaction, which is therefore assigned into our ownership. In case of such resale, the customer is obligated to keep the proceeds separate. We are entitled to inform the garnishee on the assignment.

7.3 – In case of handling or processing and combination of the goods supplied by us with other goods, we are entitled to the co-ownership share in the object resulting from the handling or processing in the proportion which the value of the goods supplied by us has to the other processed goods at the time of processing or combination.

8. Payment:

8.1 – In the absence of other agreements, payments shall be due upon receipt of an invoice.

8.2 – In case of default of payment, we are entitled without prejudice to our other rights to take back the goods, equipment, etc. which are subject to our retention of title, without resulting in withdrawal from the contract.

8.3 – In case of default of payment by a consumer we agreed contractual interest with, we are entitled to claim default interest amounting to 5% per annum in addition to the contractual interest. If no contractual interest has been agreed, the default interest rate shall be 9% per annum with quarterly billing.

In case of default of payment by an entrepreneur, we are entitled to claim interest and compounded interest amounting to 13% per annum with quarterly billing. If any changes occur in the money or capital market which result in a general change of the interest on credits, we are entitled to adjust the agreed interest rate accordingly.

8.4 – The defaulting customer is obligated to refund all procedural and culpably caused non-procedural costs of the appropriate pursuit of our rights, such as in particular dunning costs, expenses for the involvement of a debt collection agency, and costs of a lawyer engaged by us, to the extent they are in a reasonable proportion to the amount claimed.

8.5 – Setting off the purchase price against counterclaims asserted by the customer is excluded, unless the customer is a consumer and the other party has become insolvent or the counterclaim is legally connected with the amount receivable from the customer, has been established by court order or has been accepted by us. Retention of the purchase price or compensation in case of justified claims for improvement shall be admissible only to the extent of the expenses required for the improvement, unless the customer is a consumer.

8.6 – Any payments we receive shall first pay off compound interest, interest and additional expenses, then the outstanding capital, and unsecured debt will be paid off before secured debt, starting with the oldest debt.

8.7 – The deliveries and services for customers having a permanent business relationship with us will always be performed on the basis of a current account relationship, and the mutual claims are therefore charged on a current account, but taking into account section 8.6. The account balance will be notified by separate notification.

8.8 – Unless agreed otherwise in the specific individual case, a current account borrowing rate of 13% per annum shall apply with quarterly billing. If any changes occur in the money or capital market, which result in a general change of the interest on credits, we are entitled to adjust the agreed interest rate accordingly (not applicable to consumer transactions).

8.9 – It is expressly noted that any confirmation of balances may be made in writing or orally also by implication if the customer does not object the balance notified by us within a reasonable time, but after 4 weeks at the latest. This is pointed out in the notification of balances.

8.10 – We expressly reserve the right to decide not to include individual accounts receivable into the existing current account relationship.

9. Warranty (The following is not applicable to consumer transactions):

9.1 – We are entitled at our option to exchange faulty goods for similar faultless goods within a reasonable time, or to repair the defect within a reasonable time. This results in an expiry of the claim for rescission of the contract or price reduction.

9.2 – The warranty claim requires that the customer has notified in writing any defects occurred within a reasonable period, within 14 days from handover at the latest, with a detailed description of the defects. Section 4.5 shall remain unaffected.

The deadline for the assertion of warranty claims for movable objects shall be 6 months and for immovable objects 2 years from the date of handover.

9.3 – The customer shall be responsible for providing evidence on the defectiveness of the goods at the time of handover.

9.4 – The warranty does not cover in particular any defects resulting from instructions and assembly not performed by us, insufficient set-up, strain on the parts beyond the specified capacity, negligent or faulty handling and use of unsuitable operating materials; this shall also apply for defects resulting from material provided by the customer or from natural wear and tear. We do not assume liability for damages resulting from acts of third parties or from chemical influences.

9.5 – We are entitled to charge the customer for transport and travel costs to the agreed place where the defects are to be rectified.

9.6 – Public statements of the manufacturer, the importer or other third parties on particular characteristics of the goods, in particular in advertising, shall not become part of the contract, unless they are expressly referred to.

10. Withdrawal from the contract:

10.1 – If we are unable to keep the delivery date after acceptance of the contract as a result of intentional or negligent conduct, the customer shall be entitled to withdraw from the contract after fruitless expiry of a reasonable grace period which was set in writing. An entrepreneur shall have no right to withdraw from the contract in case of default due to force majeure and default due to slight negligence with regard to goods which have to be specifically manufactured or procured according to the specifications of the customer. In these cases, a consumer shall have the right to withdraw from the contract after fruitless expiry of a reasonable grace period of at least four weeks which was set in writing. The customer shall be entitled to claim damages for non-performance or delay only in case of default due to our intentional or grossly negligent conduct.

10.2 – Otherwise we are entitled in case of default in payment without prejudice to any other rights we may have to fully or partially withdraw from the contract after granting a reasonable grace period. In case of or withdrawal, we are entitled to receive compensation in the amount of 10% of the price of the goods which caused the withdrawal. The assertion of any further damage shall be reserved.

10.3 – If any contracting partner should suspend its payments, execution is levied upon its assets or the opening of insolvency proceedings is refused for lack of cost-covering assets or its financial circumstances deteriorate in such a manner that the recoverability of the claim appears to be at risk, the other contracting partner is entitled to withdraw from the contract without setting a grace period.

10.4 – In principle, we are not obligated to accept the return of already delivered goods. If as a gesture of goodwill a return is accepted in the individual case, a handling fee of 10% of the net invoice amount will be charged in any case at the customer’s expense, plus compensation of possible damages to the returned goods which are calculated on the value as new without taking into account a possibly reduced current market value. If the acceptance of returned goods should entail that the staggered discount of the customer‘s invoice for the purchase of goods is not reached, the originally granted quantity discounts shall also be returned.

11. Liability:

11.1 – With regard to consumer transactions, our liability for damages caused by slight negligence except bodily injuries shall be excluded. In all other cases, our liability shall be limited to damages resulting in the object of the delivery itself, unless intent or grossly negligent conduct on our part is proven.

11.2 – The customer shall inform us immediately on any loss he becomes aware of which results from an object delivered by us, in particular if the customer is requested by a third party under product liability to compensate any damage or notify his suppliers, otherwise becomes aware of a product defect of our goods or is damaged himself.

11.3 – The assertion of liability, information or recourse claims shall be addressed in writing to the management, providing details on the damage, the facts giving rise to liability including the proof that the deliveries and services were provided by us.

11.4 – Unless agreed otherwise, loading is not included in our contractual obligation to provide indemnification. Only the customer is responsible for load securing and load security.

12. Address:

The customer shall immediately and expressly notify any changes to his address. Otherwise any written notifications shall be considered received using the normal mail delivery service if they were dispatched to the address last notified to us.

13. Data Protection and Advertising

The customer undertakes to process the person-related data sent by us in accordance with the currently valid data protection laws, as amended, for the sole purpose of performing the contract and to delete these data promptly when there is no longer any reason justifying the processing (does not apply to consumer businesses). 

With the conclusion of the contract, the customer furthermore consents to receive, within the context of the Telecommunications Act, information and advertising from us in the areas of Home & Garden, Technology, Farming, Energy, and Construction Materials by electronic notification as well as by telephone. The customer may revoke this consent in writing at any time. Doing so will not affect the legitimate processing of the customer’s person-related data in accordance with the provisions of data protection law. The only consequence of this revocation is the loss of the electronic and telephone advertising/notification in connection therewith.   

 Regarding our duties to provide information under data protection law according to Articles 13 and 14 of the General Data Protection Regulation (GDPR), please refer to the data protection statement on our website.

Upon request, the customer will be provided with a copy of this data protection statement at no charge.

14. Place of jurisdiction and choice of law:

Only the court having competence for our place of business shall have jurisdiction for all disputes arising directly or indirectly from any transaction (not applicable to consumer transactions).

Exclusively Austrian law is agreed, under the express exclusion of the UN Sales Convention and international conflict of law provisions.

GENERAL CONDITIONS OF PURCHASE AND ACCEPTANCE

(Amended May 2018)

1. General:

1.1 – Our purchase orders and orders of goods shall only be made on the basis of the following conditions, unless otherwise specified in special terms and conditions. Diverging agreements must be made in writing.

1.2 – These conditions shall also apply correspondingly to services to be rendered by us.

1.3 – We shall not accept conflicting supplier general terms and conditions.

1.4 – No waiver of any rights can be derived from an act or omission on our part, unless such a waiver is expressly declared by us in writing. In any case, our silence must never be interpreted as approval of a contract or acceptance of performance.

1.5 – If any of the terms herein are invalid, the remaining provisions shall continue in full force. Any invalid provision shall be deemed replaced by a provision that translates that ineffective provision as closely as possible into an effective form.

2. Ordering:

Orders shall be issued in writing or orally.

3. Order acceptance and reservation for terminating the contract:

All orders placed by us shall be deemed as accepted if they are not rejected immediately after receipt.

In case there is reasonable evidence that scheduling problems, delivery problems or a lack of cover of our liability or warranty claims are to be expected, we shall be entitled to withdraw at any time from orders placed. This is particularly the case if the supplier’s financial situation deteriorates markedly or if insolvency proceedings are opened regarding the supplier’s assets due to lack of assets.

4. Delivery conditions:

4.1 – The delivered goods must be first choice, free of defects and errors and correspond to any submitted samples in all detail.

4.2 – Production or packaging changes with logistical consequences must be disclosed to us in writing at least fourteen days in advance.

4.3 – Unauthorised deviations shall entitle us to refuse acceptance of goods or demand a price reduction.

4.4 – Upon delivery of the goods, the supplier shall guarantee that they comply with all relevant provisions in force in Austria they have facilities suitable for the characteristic storage life of the goods and the expected security. Goods with time restrictions, including those with expiry dates, must be delivered to us as fresh as product-specifically possible. The importer must prove the storage life of imported goods in writing.

4.5 – Goods which must bear a test mark in accordance with provisions in force in Austria must bear this mark and comply with these provisions accordingly.

4.6 – We shall be authorised by the supplier to name and picture goods with their characteristic brand names or appearances for advertising purposes.

4.7 – The supplier guarantees that no patent, trademark and design rights shall be violated, and otherwise agrees to fully indemnify the receiver against claims and actions.

4.8 – The supplier shall release us from any product liability claims made against us by buyers or third parties due to faulty goods. The supplier shall provide us with the best possible support in the defence of such claims from the outset in an appropriate way and at its expense, particularly by providing information on proceedings initiated against us and through accession as intervener on our side.

4.9 – The supplier must continually monitor the delivered goods and the goods to be delivered and immediately inform us in detail of any faults and defects, particularly design and manufacturing faults. The same applies to changes in the state of science and technology. If such changes to delivered goods prove defective or faulty, the supplier must notify us immediately and retrieve such defective or faulty products at his own expense. If the supplier does not comply with these duties and we therefore become liable for costs or damages to a goods purchaser or a third party according to product liability regulations in force in Austria, then the supplier shall be obligated to fully indemnify and hold us harmless.

4.10 – The supplier must ensure that delivered goods are labelled in such a way that they can be assigned to a manufacturer or an importer headquartered in the EEA or the supplier.

4.11 – The supplier shall be obligated to draw attention to any usage risks by attaching clear, permanent notices, provide us with the current versions of required safety data sheets and provide us with information material for the purpose of transferring to the purchaser (e.g. instruction manuals, maintenance instructions etc.). With regard to its contents, this information material must be created so that particularly the operation purpose, type of operation, the associated risks and the risks of using the goods improperly can be clearly deducted, thereby ensuring the safe and proper use of the goods.

5. Delivery time:

5.1 Deliveries must be made on the agreed dates and in due time. We shall not be obligated to grant a further grace period.

5.2 In the event of a delivery that is not on schedule or punctual, we shall be entitled to immediately withdraw from the contract; this is without prejudice to any claims for damages (item 9). In cases of force majeure, which make a punctual delivery impossible for the supplier, the supplier must notify us immediately, failing which the supplier shall be fully liable to us for the damage suffered from the non-punctual delivery.

5.3 Agreed delivery times must also be observed, failing which we shall be entitled to reject the goods. The costs of such a futile delivery shall be borne by the supplier.

6. Transport and acceptance:

6.1 – Deliveries must be made exclusively to the place of delivery as specified by us and at the risk of the supplier. Unless otherwise agreed, all deliveries shall be unloaded to ramp or warehouse.

6.2 – If the delivery cannot be made to the agreed place of delivery for reasons we are responsible for, we must be contacted immediately. If this is not possible, the delivery must be made to our nearest business facility.

6.3 – We reserve the right to reject partial deliveries that have not been agreed upon and cancel residual quantities.

6.4 – The delivery note must always contain detailed information on quantities and goods and the exact total number of packages. The retail price or catalogue price and order data (order number, order date, name of purchaser, etc.) must only be shown on the delivery note upon our request.

6.5 – Upon delivery to our business premises, the delivery note must be handed over with any shipping documents to the (goods receiving) office separately from the goods (except for agreed postal deliveries).

6.6 – A separately issued delivery note is required for every delivery. Deliveries of several orders or agreed partial deliveries may not be combined on a single delivery note. Goods will not be accepted without shipping documents in accordance with orders.

6.7 – The issued receipt shall apply to the accuracy of the number of packages only; the actual taking over by the piece will take place later. § 377 of the Austrian Commercial Code (UGB) shall not apply.

6.8 – In case of the non-acceptance of goods by us, the supplier shall be obliged to collect within eight days of notification. If the supplier does not collect after our initial request, we shall be entitled to return delivery.

6.9 – All returns, for whatever reason, shall be at the expense and risk of the supplier.

7. Invoices and payment terms:

7.1 – The payment of the invoice shall only be made under the conditions described in our order or in existing framework agreements. Packaging compensation shall only be accepted by us in accordance with an express agreement.

7.2 – The supplier shall immediately submit the invoice (duplicate) to us together with confirmed proof of delivery regarding goods supplied directly to our customers on our behalf.

7.3 – The invoices must comply with the appropriate regulations in Austria, in particular in respect of value added tax. The supplier declares its consent to the issuing of a credit note pursuant to § 11 (8) Value Added Tax Act (UStG).

7.4 – The time period of the payment terms begins on the invoice receipt date.

7.5 – The supplier is not entitled to set off his claims against our counter-claims.

8. Packaging and palletising:

8.1 – The packaging shall be designed materially and constructively so that adequate protection of the contents is assured.

8.2 – Each shipping package must display the product name, the number of sales units contained and the legal test marks, symbols and instructions, in the appropriate places according to the appropriate regulations in Austria.

8.3 – Shipments shall be delivered on pallets, unless otherwise agreed.

8.4 – The pallet load shall be made transport safe and secured against sliding. The over-smoothing of the pallet loading area is not permitted.

8.5 – If necessary, the supplier must provide sufficient transport protection for the waggon load by complying with the relevant rail authority loading regulations and by using storage aids.

8.6 – The supplier shall be obligated to take back packaging and palletisation against full payment, provided a deposit has been charged.

8.7 – In case of non-compliance with the above conditions, we reserve the right to charge for any resulting costs incurred by us or refuse to accept the goods.

9. Claims for compensation:

9.1 – The supplier shall be liable to us for any damage resulting from improper delivery or rather defective or faulty goods. Insofar as we are held liable by third parties, the supplier must indemnify and hold us harmless. Accordingly, the supplier shall be liable to us at least to the extent and for the duration to and for which we are obliged to make payments to third parties – in particular as regards damages, warranty and product liability. The supplier must particularly bear all costs, which we accrue from the establishment of eligibility of claims made against us for product defects, including the process costs.

9.2 – Unless longer statutory time limits apply, claims for recourse pursuant to 9.1 are duly levied if they are claimed by the supplier on our part within two months of the fulfilment of the liability obligation to third parties, at the latest within five years of the service provision.

9.3 – If the supplier beaches his contractual obligations, thus even the provisions of these general conditions of purchase and acceptance, we shall be entitled to levy a contractual penalty of up to 10 % of the invoice amount for the goods concerned. Claims for damage exceeding this amount shall not be excluded by this clause.

10. Reservation of proprietary rights and assignments:

10.1 – We shall not recognise supplier or third party reservation of proprietary rights.

10.2 – If claims against us are assigned to third parties, we shall be entitled to charge the supplier for the costs resulting from the processing and execution of the assignment.

11. Data processing:

The supplier undertakes to process the person-related data sent by us in accordance with the currently valid data protection laws, as amended, for the sole purpose of performing the contract and to delete these data promptly when there is no longer any reason justifying the processing. 

 Regarding our duties to provide information under data protection law according to Articles 13 and 14 of the General Data Protection Regulation (GDPR), please refer to the data protection statement on our website.

Upon request, the supplier will be provided with a copy of this data protection statement at no charge.

12. Place of jurisdiction, choice of law:

The local court responsible for the location of our company shall be referred to for all disputes which arise directly or indirectly under the contract. Austrian law shall apply exclusively under exclusion of the UN-sales of goods law and international standards regarding the conflict of laws.

GENERAL TRANSPORT CONDITIONS

(Version May 2018)

1. General:

1.1 – Transport orders performed by motor vehicles shall only be carried out in accordance with the following conditions. Differing agreements require the signatures of both parties.

1.2 – The AÖSp (General Austrian Forwarders’ Terms and Conditions), as well as the general terms and conditions of the contractor do not apply.

2. Placing of orders:

Transport orders are generally placed in writing (including fax, e-mail and electronic transport portal). This shall also apply for additions, amendments, instructions or other agreements regarding transport orders. In particular cases, verbally placed transport orders shall require a subsequent written confirmation by the principal in order to become valid.

3. Order acceptance:

If the contractor does not immediately reject the transport order in writing after placing of the order, transport orders shall be considered accepted by the contractor.

4. Changes to the transport order:

4.1 – Changes to the transport order made by the principal shall be deemed accepted, if the contractor does not immediately reject in writing.

4.2 – If the contractor, for whatever reason, wants to deviate from the transport order, he must communicate this to the principal without delay and request his decision about a deviation from the transport order. This concerns in particular a possible non-compliance with agreed loading or unloading times, difficulties at the location of loading or unloading, damage to the goods or the like.

5. General requirements:

5.1 – By accepting the transport order the contractor declares to be entitled to perform the transport of the goods taken over and confirms the provision of all necessary qualifications, concessions, permissions, delivery documents and other authorisations to enable the transport or, where required, to obtain these in due time and at his own expense.

5.2 – The transport order, as well as all related instructions of the principal regarding the transport must be complied with. Furthermore, all applicable legal provisions such as, in particular, the Motor Vehicles Act (KFG), the Convention on the Contract for the International Carriage of Goods by Road (CMR), the Güterbeförderungsgesetz (GüterBfG = law on carriage of goods), the ADR agreement and official orders are to be observed.

5.3 – The contractor shall ensure that the transportation vehicles comply with the transported goods and the applicable provisions. Furthermore, the vehicles shall be in a clean and proper condition, properly loaded and correctly identified.

5.4 – Compliance with Regulation (EC) No 852/2004, especially with regard to cleanliness of the transportation vehicle when transporting food or feed, is explicitly declared here. All necessary measures and precautions required for this, have to be taken by the contractor independently and on his own responsibility.

6. Loading and unloading:

6.1 – When transporting bulk goods, the transportation vehicle has to be weighed at full and empty state. Furthermore, when transporting bulk goods, the contractor shall ensure that during loading – using the packaging provided by the loader – a representative retain sample of the transported goods will be taken and sealed. This shall be taken over by the contractor (driver), who has to properly store it for a period of four weeks and which shall immediately be made available to the principal on the latter’s request. When unloading customer taken samples, the contractor has to confirm on the sample packaging that the samples were taken from the delivered goods.

6.2 – For loading and unloading, a demurrage charges free period of four hours in the domestic country and eight hours in a foreign country shall apply.

7. Reloading:

Bulk goods must not be reloaded (absolute prohibition of reloading). Exceptions require our prior written consent.

8. Processing:

8.1 – The principal shall be advised in writing of the loads no later than the working day before the transport (until 15:00), however, the advice may be accepted or rejected by the principal. Advised loads and dates, as well as all specifications and instructions stated in the transport order and/or accompanying documents, especially such as loading and unloading times, unloading sequence, types of vehicles and the like, must be observed.

8.2 – If the customer has set up an electronic advice system (transport portal), the contractor has to enter the corresponding data on his own responsibility.

8.3 – For non-advised collections a fixed processing fee of EUR 100 will be charged. Besides, it may not be loaded.

9. Drivers:

Only trained drivers with relevant qualification certificates, who are familiar with the relevant requirements and legal provision regarding the respective transport, shall be appointed.

10. Transport documents / registration:

10.1 – In accordance with the legal provisions applicable, all freight and accompanying documents required for the transport shall be fully and correctly completed by the contractor and are to be carried.

10.2 – In addition, a cleaning certificate stating the five previous loads of the transportation vehicle (cf. Regulation (EC) No 852/2004 Chapter IV of Annex II), shall accompany each transport and shall be submitted without prior request at the location of loading and unloading.

10.3 – Transportation vehicles, which transported forbidden loads according to the ICRT/IDTF Database (www.icrt-idtf.com), shall in no way be used for the transport.

10.4 – Upon acceptance of an order transporting animal feeds, the contractor confirms to be registered according to Article 9 of Regulation (EC) No 183/2005 in conjunction with the “Futtermittelverordnung 2010” (Austrian Feed Regulation).

11. Presentation of transport documents / accounting and freight prices:

11.1 – After completion of the transport order, all transport documents shall be immediately transmitted to the principal. If, at this time, the original documents are not yet available, copies may be used for accounting and the original documents shall be submitted at a later date. Settlement may also be carried out by way of credit notes.

11.2 – All settlements require information, provided by the contractor, about order number, including indication of weight when unloaded, as well as, if available, delivery note number of the principal.

11.3 – After receiving the complete and proper original documents, the principal will settle the freight invoice according to the agreed payment terms.

11.4 – The agreed freight prices are quoted including all additional costs, fees and charges, especially such as toll and cleaning costs.

11.5 – If the original documents are not, not completely, or in terms of content defectively transmitted, or contain notes on objections or deficiencies, the invoice shall not be deemed to fall due and will be returned.

12. Right of lien and retention / collection:

12.1 – The contractor waives the right of lien or retention, possibly granted according to legal or other regulations applicable, of the goods taken over.

12.2 – Collection may only be performed by the contractor, if instructed by the principal in writing.

13. Set-off:

The principal is entitled to set off counterclaims against the contractor.

14. Use of subcontractors:

The use of subcontractors is permitted after the written consent of the principal. In this case, the contractor must ensure that the order placed by the principal, in particular with reference to the order number for traceability, is performed by the subcontractor and complies with the present conditions.

15. Duty of confidentiality and Data protection:

The content of the transport order and all related business processes, as well as all information gathered during negotiations and performance of the order, especially with regard to the transported quantity and customers, who were supplied, must be treated as confidential and – unless otherwise provided by law – shall not be passed on to third parties. This shall apply until the completion of the transport order and, in addition, for another period of three years.

The contractor undertakes to process the person-related data sent by us in accordance with the currently valid data protection laws, as amended, for the sole purpose of performing the contract and to delete these data promptly when there is no longer any reason justifying the processing.

Regarding our duties to provide information under data protection law according to Articles 13 and 14 of the General Data Protection Regulation (GDPR), please refer to the data protection statement on our website.

Upon request, the contractor will be provided with a copy of this data protection statement at no charge.

16. Liability:

16.1 – The contractor undertakes to perform a transport order in compliance with the present conditions and obligations, with the  due  care and diligence of a prudent businessman. Furthermore, he undertakes to indemnify and hold the principal entirely harmless from all disadvantages and/or claims – also from third parties – which result from the culpable non-compliance with the transport order and/or these conditions and/or legal provisions.

16.2 – The contractor shall be liable, especially for the delivery of the goods taken over in unchanged quality and for all damages arising in connection with the transport, as well as loading and unloading of the goods, such as spills of the product or commingling during transport. He shall also be liable for damages caused to the principal or customer, who was supplied, resulting from delay in delivery, as well as loss of the goods taken over.

16.3 – The inspection of deficiencies regarding transport shall always be carried out on the latest state of the art and immediately be disclosed to the principal.

16.4 – The contractor also undertakes to properly insure the risks arising from the completion and performance of a transport order, in accordance with the scope and amount of coverage. Evidence of the existence of such insurance shall be provided to the principal at any time on the latter’s request.

17. Place of jurisdiction and choice of law:

17.1 – The exclusive place of jurisdiction for all legal disputes related to a transport order, including those over its existence or non-existence, is the respective competent court at the location of the principal.

17.2 – Austrian law applies under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).