The terms and conditions contained herein shall be binding for all future legal transactions between the two contracting parties.
1.) Conclusion of Contract: a) My offers are always non-binding and subject to change without prior notice.
b) Each order requires an acknowledgement to conclude a contract. The dispatch or handing over of the goods ordered by the customer shall also provoke acknowledgement of contract.
2.) Prices: Unless otherwise explicitly stated, all prices are understood to be without VAT. Should there be an unforeseen change in the cost of labor during the time between contract conclusion and order delivery as a result of collective agreement regulations or company-intern decisions, or should there be unforeseen changes to other costs relevant for price calculation (e.g. costs of materials, energy, transport, contract manufacturing, financing, etc.), I reserve the right to increase or reduce prices accordingly.
3.) Terms of Payment: a) Invoices fall due for payment upon acceptance of goods. Payments made by the customer are deemed to be effected upon receipt in my business account.
b) In the event of payment default, I reserve the right to charge, effective from payment due date, default interest of 10 % above the current base lending rate of the Austrian National Bank, available at www.oenb.at.
4.) Cancellation of Contract: If the customer withdraws from the contract without being entitled to do so, or if he unjustifiably demands its cancellation, I have the option to insist on performance of the contract or approve its cancellation. In the latter case, the customer shall be obligated to pay – at my option –a lump-sum compensation of 15 % of the gross invoice amount or the actual damages incurred.
5.) Dunning Costs and Collection Expenses: In the event of payment default, the customer shall compensate me for the accruing dunning costs in the lump sum of €10 plus postage per reminder, as well as an amount of €5 per half year for evidence records of obligation in dunning. The customer is further obligated to compensate me for all dunning and collection costs required for adequate legal action, e.g. expenses for debt collection agency, whereby fees shall not exceed the maximum rates of remuneration for debt collection agencies as stipulated by the provisions of the Austrian Federal Ministry of Economics and Labor.
6.) Jurisdiction: Within EU, the place of jurisdiction shall be Vienna, District Court for Commercial Matters (HG Wien). Outside EU: Arbitral Centre of the Austrian Federal Economic Chamber.
Arbitral Clause: Any disputes arising from this contract, including those disputes relating to the validity, interpretation or termination of the contract, shall be exclusively and finally settled by an arbitrator appointed by and selected in conformity with the rules of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna (Vienna rules).
Addendum:
a) The number of arbitrators shall be 1.
b) Arbitration shall be conducted under application of Austrian sales law under explicit exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
c) The language to be used in the arbitral proceedings shall be English.
Internationales Schiedsgericht der Wirtschaftskammer Österreich
(International Arbitral Centre of the Austrian Federal Economic Chamber)
Wiedner Hauptstraße 63, Postfach 319, A-1045 Vienna
+43 (0)5 90 900/4397, 4398, 4399, Fax: +43 (0)5 90 900/216, arb@wko.at, http://wko.at/arbitration
7.) Product Liability: Any claims for compensation under Article 12 of the Austrian Product Liability Act are excluded, unless the claimant can prove that the defect has been caused within my sphere of responsibilities and was the result of at least gross negligence.
8.) Warranty: 6 months
9.) Compensation for Damages: In case of minor negligence, all claims for damages against us are excluded. It shall be the obligation of the claimant to prove the existence of minor and/or gross negligence.
10.) Minor Changes: Minor or otherwise just and reasonable changes to the work and/or delivery conditions shall be deemed to be agreed ex ante. This shall apply in particular for deviations contingent upon the business at hand (e.g. with measurements, color or texture).
11.) Place of Performance: The place of performance shall be the registered office of my company.
12.) Property Rights and Copyrights: Plans, drawings or other technical documents, as well as any prototypes, samples, catalogs, brochures, illustrations, etc. shall remain my intellectual property. The customer shall not receive any usage or explanation rights!
13.) Severability Clause: Should any part of these general terms and conditions be rendered or declared wholly or partly invalid or inexecutable, this shall not affect the validity of the other provisions.