General Terms and Conditions Of Purchase of CORONET Austria GmbH (as per 22 May 2020)
1.1. These General Terms and Conditions of Purchase are an integral part of all our orders. They shall become part of the contract upon acceptance of the order at the latest. They shall apply to future orders even if no explicit reference is made to their applicability. The Supplier’s GTC shall not be acknowledged if contradictory or complementary to our Terms and Conditions of Purchase, even if we do not expressly object to them.
1.2. Deviations, supplements and/or collateral agreements regarding these General Terms and Conditions of Purchase which were made prior to contract completion shall be recorded in writing, explicitly marked as deviations and signed or confirmed in writing by the representatives of both contracting parties in order to become valid.
2. Offers and quotations
Any offers or quotations submitted to us shall be binding and free of charge unless otherwise agreed. If the Bidder submits a quote to us, he shall be bound by it for a period of twelve weeks following the submission of his quote to us.
In the absence of any other explicit agreements, the prices provided to us shall include all fees, ancillary costs and transport costs. Prices agreed upon and/or prices underlying the contract shall be deemed fixed prices. We shall not accept any price escalation clauses or similar clauses unless they have been specifically negotiated.
4. Supply contract – delivery schedule
4.1. Only written and legally signed orders shall be valid. Oral orders and/or agreements not confirmed by us in written form shall not be accepted. Deviations of the Supplier’s order confirmation from our order shall only be recognised by us as being part of the contract if such deviations are explained in writing as well as expressly and clearly marked as deviations in the order confirmation, and have been explicitly accepted by us in written form.
Our order number shall be specified in the Supplier’s order confirmation without any further marks or special characters.
4.2. If the Supplier fails to accept our order within five days upon receipt, we shall be entitled to revoke the order placed. Such revocation shall not be subject to a deadline. Delivery schedules shall become binding if the Supplier fails to object within a period of two weeks.
4.3. We shall be entitled to request changes in the quantity and quality of the delivered goods from the Supplier, except such requested changes would be unreasonable for the Supplier, in particular with regard to the anticipated extra burden in time and cost incurred by the Supplier. The effects of acceptable changes, in particular as they relate to additional costs and reduced costs as well as delivery dates, shall be accommodated by mutual consent and in a reasonable manner. If the Supplier declares that he is unable to execute the changes requested by us, we shall be entitled to cancel the contract. This provision shall not apply if the changes requested by us would be unreasonable for the Supplier, in particular because we are not offering the Supplier a reasonable compensation for the additional costs he would actually incur as a result of the requested changes, or not granting him a reasonable prolongation of the delivery deadline in consideration of the delays to be expected as a result of the requested changes.
5. Delivery dates and delivery deadlines
Dates and deadlines agreed upon shall be binding. Compliance with the delivery dates or delivery deadlines depends on our receipt of the goods. Unless >> delivery duty paid (DDP) << has been agreed, the Supplier shall prepare the goods for loading and dispatch in a timely manner with due consideration of customary handling times. If >> ex works << has been agreed, the Supplier shall notify us in a timely manner that the goods are ready for pick-up.
Unless otherwise agreed, the delivered goods shall be packed in a customary and appropriate manner, or custom-packed according to our instructions as requested by us. The Supplier shall be liable for any damage resulting from defective packaging. We shall only bear the cost of packaging upon explicit prior agreement.
7. Quality – offtake and notice of defects
7.1. In performing delivery, the Supplier shall be bound to the qualities agreed upon as well as to the applicable technical regulations, safety rules and technical specifications arranged by contract. Any changes made to the delivered products require our previous written consent.
7.2. Offtake of the goods is subject to the terms agreed upon in our orders and call-offs.
7.3. We shall be obliged to inspect the goods for any potential quality or quantity deviations within a reasonable period of time, as is deemed appropriate in the regular course of business. The notice of defects is deemed timely if it is received by the Supplier within a period of seven business days following the receipt of the goods, or in case of hidden defects upon identification of the defects.
7.4. Any goods not delivered according to order shall be returned at the Supplier’s cost and risk.
7.5. Payments or partial payments of the purchase price or the compensation shall not imply the acceptance of the goods nor an acknowledgement that the goods or services are free from defects.
8. Liability for defective products – warranty – damages
8.1. Any disclaimers on the part of our contracting partners, in particular those relating to warranty or damage compensation, shall not be accepted unless these have been explicitly negotiated with us for each individual case.
8.2. In case of defects, we shall have the right to choose between replacement, repair or price discount if no conversion claim has been established and we decide to exercise this right.
In the event that we insist on repair or replacement, we shall be entitled to withhold payment of the full amount until the service/delivery owed to us has been fully completed.
If we identify any defects, we shall be entitled to file a complaint within a period of six weeks.
In case of justified complaints, we shall be entitled to withhold payment of the outstanding balance.
8.3. In all other respects, deviations from the legal provisions regarding damage compensation or warranty, such as changes of the distribution of the burden of proof, shortening of deadlines etc., shall only be valid upon our explicit written consent in each individual case.
8.4. We shall not accept an exclusion of the right of recourse pursuant to section 933b of the General Civil Code of Austria (§ 933b ABGB).
8.5. We shall not accept the exclusion of a compensation claim filed by us pursuant to section 12 of the Product Liability Act (§ 12 PHG).
9.1. Once the delivery deadline expires, the Supplier will fall into arrears even without an explicit reminder, unless he can prove that he is not responsible for non-performance. In such a case, after having granted a reasonable grace period for performance, we shall be entitled to claim damage compensation instead of performance and/or to withdraw from the contract. Any non-completion penalty which we incur on account of the Supplier’s delay shall be payable by the Supplier.
9.2. In case of late delivery, we shall moreover be entitled to a flat-rate compensation for damage caused by default which is equivalent to 3% of the delivery value for each completed week, up to a maximum aggregate amount of 10%. The Supplier shall have the right to prove to us that the delay has resulted in no damage or that the damage incurred is significantly lower than the flat rate. We shall be entitled to prove a higher damage.
9.3. The Supplier shall be obliged to immediately notify us in writing of any occurring or impending circumstances which would make it impossible for him to meet the delivery deadline agreed upon.
9.4. Force majeure events, labour disputes, social unrest, authority actions and other unforeseeable, inevitable and serious events exempt the contracting partner from his service obligations for the duration of such events and the scope of their impact. In the event that goods cannot be delivered on time due to force majeure events, we shall have the right to cancel the contract. The Supplier shall not be entitled to derive a damage compensation claim from such cancellation. The Supplier’s receipt of inadequate amounts of goods from his own suppliers shall not be considered a force majeure event. The contracting partners shall be obliged to provide any relevant information immediately, to the extent reasonably practicable under the circumstances, and to adapt their obligations to the altered circumstances in good faith.
10. Protection of plans and documents / secrecy
Any plans, drawings and other documents such as folders, catalogues, specimens, presentations and the like remain our intellectual property. Any use, in particular the distribution, reproduction, public disclosure and provision, including the copying even of parts, requires our explicit consent. All aforementioned documents can be claimed back by us at any time and shall be returned immediately on an unsolicited basis if the contract fails to materialise. Our contracting partner shall moreover be obliged to maintain secrecy about the information made available to him through this business relationship and to not disclose this information to third parties.
If our contracting partner prepares documents or services and makes them available to us, and these are protected by law including copyright law, he shall grant us, in case of contract completion, for lack of other express agreements to the contrary, an unlimited, non-exclusive right of use with respect to these works and/or such a right is deemed agreed.
11. Invoicing and terms of payment
11.1. On the day of dispatch, a single copy of the invoice shall be sent to us, specifying our order number, a detailed list of contents and all mandatory information pursuant to paragraph 4 of section 14 of the Value-Added Tax Act (§ 14 Abs. 4 UStG). Invoices which contain wrong or incomplete data will generally not be acknowledged and will be returned to the sender for the purpose of correction or improvement.
11.2. In the absence of any other explicit agreement, our payment term is 90 days after receipt of invoice.
If payment is effected within 60 days after the receipt of the invoice, we shall be entitled to deduct a discount of 3 %.
In the event that payment by instalments is arranged, we shall not lose our right to deduct a discount for duly paid instalments if other instalments are not paid within the discount period or before the maturity date.
12. Transport – risk assumption
In the absence of an explicit agreement to the contrary, the transport costs and the risk of transport for deliveries shall lie with our contract partner.
13. Place of performance
The place of performance of our services as well as any consideration therefor shall be Coronet Austria GmbH, Bad Hallerstraße 41, 4595 Waldneukirchen, Austria.
14. General provisions
This contract shall be governed by the substantive laws of Austria. The application of the UN Convention on Contracts for the International Sale of Goods shall be excluded.
Any disputes arising under this contract shall be finally settled by the competent local court where our company has its registered seat. However, we shall also have the right to file a lawsuit against our contract partner at the contract partner’s general court of jurisdiction.
If individual provisions of this contract become invalid or it turns out that the contract has a loophole, the validity of the remaining provisions shall not be affected. The contracting parties agree to replace the invalid provisions by a new and valid provision which best matches the commercial success of the latter.