Terms and Conditions
1. General:
All contracts and agreements are binding only after written confirmation.
Buyer’s purchasing conditions are not binding unless we have expressly accepted them. Absence of objection shall in no case imply our consent. Offers are always made without obligation; the right of interim sale of goods in stock is reserved.
2. Prices:
Unless otherwise stated, prices apply ex works without any deduction, excluding packing and excluding any fees for holding wagons available.
3. Delivery Dates:
Delivery dates specified are subject to alteration, i.e. are not legally binding. Hence claims of any kind for damages in respect of delivery dates will not be entertained. Buyer is not entitled to refuse part-deliveries.
4. Fulfilment and Dispatch:
Dispatch and conveyance is in all cases at buyer’s risk, even when carriage paid. Routing, means of conveyance and protective arrangements, which, like covered carriages, will be charged extra, are at our option, all liability being excluded. However, we will consider the buyer’s wishes as far as possible. Goods announced ready for dispatch must be ordered forward immediately, otherwise any storage or warehousing will be at the buyer’s expense and risk.
5. Provisions and Execution:
Unless specially agreed upon, execution in respect of quality, dimensions and weight will be in accordance with the appropriate standard specifications with applicable modifications, or failing such standard specifications, in accordance with the terms of trade. Unless official railway weighing is expressly agreed upon, invoices are based solely on the weights determined by our checkweighers. All deliveries, irrespective of the means of transport by which they are made, are charged on the total weight. Differences from totals of the calculated individual weights are allocated to the latter pro-rata.
6. Long-Term Contracts and Exceeding of Quantities contracted for:
In the case of contracts running for long periods, goods are to be ordered and appropriate specifications must be given to us for approximately equal monthly quantities. If goods are not ordered or specified in due time, we shall be entitled, after an additional term has been set without avail, to draw up specifications ourselves and deliver the goods, or to upon buyer’s order, we shall be entitled, but not obliged, to supply the excess quantity contracted for is exceeded upon buyer’s order, we shall be entitled, but not obliged, to supply the excess quantity at the prices current on the date of the order.
7. Acceptance:
Buyer shall accept those goods for which special quality specifications have been agreed upon or which are intended for export at the supplier’s works immediately on being notified that they are ready for dispatch. If acceptance at the supplier’s works is expressly waived or tacitly waived by the buyer by failure to specify conditions of acceptance in the order, the goods shall be regarded as duly delivered and accepted on leaving the works. In case of material to which quality specifications do not apply, buyer shall be entitled to make acceptance at supplier’s works to such extent as it concerns external nature and dimensions in the pile, i.e., without unpiling the goods. Goods accepted or deemed to have been accepted shall be regarded as duly delivered and accepted. No subsequent claims or complaints can be entertained.
8. Notice of Defects and Liability:
In those cases in which the buyer is entitled to make a notice of defects, this notice shall be made in writing within 14 days of arrival of the goods at destination. Notice of defects which cannot be detected within such period even on careful examination must be made immediately on discovery, any processing of working being terminated immediately, but not later than 6 weeks after receipt of the goods. Goods acknowledged defective will be taken back by us and will either be replaced or the price charged therefore ex works, will be refunded, at our option, both provided that the goods are returned carriage paid. When goods are returned, our respective order number must be quoted in any bill of lading, shipping or dispatch documents and carriage account.
Any further claims and any compensation of whatever nature and on any grounds whatsoever, in particular claims for compensation for direct or indirect damage or loss of profits, are expressly excluded.
9. Conditions of Payment:
Our invoices, also those covering part shipments, are to be paid by the due date in cash without deducting any discount. We only accept bills of exchange by special agreement and only in taken of payment. Discount charges, bank charges and any stamp duties on bills of exchange are to be borne by the buyer. In case of default in payment, we shall be entitled to a compensation of interest at 1% above the prime rate of the first rank Austrian banks; if, however, the prime rate of the large banking houses in the receiving countries should be above this level, such higher rates shall apply. Failure to comply with the conditions of payment or circumstances which are liable to reduce the buyer’s credit rating shall result in all our claims falling due. Furthermore, such failure or circumstances shall entitle us to effect outstanding deliveries only against payment in advance or to withdraw from the contract or to demand damages for non-performance. Retention of payments because of alleged disregard by the seller of buyer’s counterclaims, is not permitted, nor is a deduction for such claims per contra.
We reserve the right of ownership in the goods delivered until the buyer will have fully complied with all his financial obligations.
10. Force Majeure (Circumstances beyond Control):
Occurrences of force majeure, including also acts of God, strikes, considerable problems at the plant, the production of rejects in connection with goods to be supplied and failure to receive supplies of coal and raw materials, as well as circumstances making delivery substantially more difficult or impossible for us, shall entitle us to defer delivery for the duration of the hindrance and a suitable starting-up period, or to cancel the contract in respect of the portion not yet fulfilled. Buyer may ask us for a statement as to whether we cancel the contract or intend to deliver within an appropriate period.
If we do not declare our intention, buyer shall be entitled to cancel the contract in respect of the portion not yet fulfilled.
11. Place of Fulfilment and Jurisdiction:
In all contracts, the place of fulfilment in respect of delivery, shall be the place of the works even when there is agreed that goods shall be supplied carriage aid to the place of destination where they are received. Wien/Vienna shall be place of payment and exclusively the place of jurisdiction for all legal disputes. However, we may also appeal at our option to a court otherwise competent in respect of the buyer.
The contract is subject to Austrian law.
