terms and conditions

TERMS AND CONDITIONS

1. Scope

  • These General Terms and Conditions apply to all legal transactions and legal acts in which SIRO Beschläge- und Metallwarenfabrik GesmbH (hereinafter referred to as SIRO) acts as the seller and/or contractor/contractor. Insofar as these General Terms and Conditions refer to "seller" or "SIRO" in the following, they mean SIRO Beschläge- und Metallwarenfabrik GesmbH in its capacity as seller within the meaning of sales contract law or work contractor / contractor within the meaning of work contract law.
  • As already mentioned, the term seller also includes the term contractor/contractor within the meaning of the law on contracts for work and services. The concept of the buyer also includes the concept of the work orderer / client in the sense of the work contract law.
  • These general terms and conditions apply exclusively to all legal transactions between the seller and the buyer.
  • These general terms and conditions are also relevant for the buyer if the buyer is supplied directly by a sales partner of SIRO. In this case, any conflicting terms and conditions of the SIRO sales partner do not apply in the relationship between the buyer and SIRO.
  • These general terms and conditions are also binding for the buyer if the buyer is supplied directly by SIRO, even if the customer has placed the order with SIRO's sales partner.
  • The version valid at the time the contract is concluded is decisive.
  • If individual provisions of these terms and conditions are not effective, this does not affect the effectiveness of the remaining provisions.
  • General terms and conditions of the buyer or third parties are not binding for the seller even if the buyer refers to them and the seller has not expressly objected to them in individual cases, unless they are expressly recognized by the seller in writing.
  • These general terms and conditions also apply if the buyer expressly or conclusively rejects these general terms and conditions orally or in writing, in his general terms and conditions or other contracts and then orders from the seller anyway. With the order he makes it clear that he ultimately accepts the general terms and conditions of the seller and submits to them in their entirety.
  • In the case of ongoing business relationships, these conditions also apply to future transactions in which no express reference is made to them.
  • By placing the order, the buyer declares or the buyer conclusively indicates that he is aware that the seller only contracts under his terms and conditions and that the buyer also had the opportunity to take note of the seller's terms and conditions before concluding the contract. At the written request of the buyer, the seller sends the buyer the terms and conditions (by e-mail, post or telex), whereby the type of transmission is at the discretion of the seller, but remains within the framework of the usual types of transmission.

2. Offer and Order Acceptance and Scope/Provision of Services

  • The seller's offers, as well as price and delivery time information are non-binding (subject to change or without obligation). Orders are only binding if they are confirmed in writing by the seller.
  • The seller always confirms acceptance of the contract in writing or by telex, unless an immediate delivery or invoicing takes place.
  • The scope of the services to be provided results from the written service description of the seller resulting from all parts of the contract. Information from other sources not included in the offer (e.g. presentation documents, websites, catalogs and the like) are not part of the service description.
  • The buyer is obliged to check the service description for compliance with his requirements and for completeness. After the order has been placed, changes to the service description are only possible by mutual agreement and can lead in particular to changes in prices, deadlines and dates.
  • The seller is entitled to carry out the services himself or to use knowledgeable third parties to provide the services (external services).
  • If the seller does not fulfill the contract as agreed, the buyer, if he is an entrepreneur, is only entitled to assert claims if he has granted the seller a reasonable, but at least fourteen-day grace period in writing. This also applies to the termination of the contract for an important reason.
  • A withdrawal from the contract by the buyer may only take place on the basis of the statutory provisions and must be declared in writing to the seller.

3. Prices

  • In case of doubt, the prices apply ex works excluding freight, customs, ancillary import duties and packaging plus VAT at the statutory rate.
  • All prices are in Euro unless expressly stated otherwise on the order confirmation
  • The seller reserves the right to increase the agreed prices by the pro rata additional expenditure for all changes in the general economic conditions for raw and auxiliary materials, taxes, transport costs and currency changes. Tax cuts are passed on to the buyer to the same extent.
  • The seller is not bound to previous prices for new orders (= follow-up orders).

4. Industrial property rights and copyrights / data protection

  • The printing documents provided by the seller, such as drafts, drawings, sales aids and prototypes, remain the property of the seller.
  • The documents provided may only be used by the buyer during and after the end of the contractual relationship for purposes covered by the contract. In this respect, the buyer is not entitled to reproduce or distribute the documents, use them for his own business purposes or pass them on to third parties for purposes other than those covered by the contract with SIRO without the express consent of the seller. In the event of a violation of this obligation, a contractual penalty of EUR 2.000,00 per violation must be paid by the buyer to the seller.
  • The buyer undertakes not to pass on the data arising in the context of the business relationship to unauthorized third parties and to protect and store this data securely against access and misuse by unauthorized persons. In the event of a violation of this obligation, a contractual penalty of EUR 2.000,00 per violation must be paid by the buyer to the seller.
  • Furthermore, the buyer undertakes to keep secret the knowledge he has received from the business relationship towards third parties. In the event of a violation of this obligation, a contractual penalty of EUR 2.000,00 per violation must be paid by the buyer to the seller.
  • The seller's privacy policy applies.
  • The processing of the seller's personal data by the buyer for the purpose of contract processing is based on the existing contractual relationship and statutory provisions. Further processing of the data by the buyer for other purposes is not permitted. All data are subject to the agreed or legal obligation of confidentiality and the protection of personal data. A transfer of the seller's data, apart from the transfer to recipients necessary for contract processing such as banks, tax consultants, lawyers and the like, is only permitted on the basis of a legal basis or with the consent of the seller. The buyer is entitled to store the seller's data for the purpose of documentation and the fulfillment of legal obligations for a maximum of fifteen years after the completion of the orders.

5. Shipping Terms

  • The place of performance for deliveries is the seller's registered office, ie 4452 Ternberg.
  • The seller endeavors to take into account the wishes and interests of the buyer with regard to the type and route of dispatch. Any additional costs caused by this – even if carriage paid delivery has been agreed – shall be borne by the buyer.

6. Transfer of risk

  • When the goods are handed over to the forwarding agent or carrier, but at the latest when they leave the factory or warehouse, the risk passes to the buyer in any case.
  • The seller assumes no liability for the timely or undamaged arrival of the shipment.

7. packaging

  • The packaging is done in a customary manner to avoid damage caused by the usual weather conditions under normal transport conditions.
  • The buyer must notify us in good time of any special requests regarding packaging. Announcement is timely if the desired packaging can be carried out by the seller or his commissioned company without consequences of delay and without difficulties. If the special type of packaging is not announced in good time in the above sense, or if the special type of packaging requires considerable effort (in particular in terms of time, personnel or costs), the seller is entitled to reject the special type of packaging by means of written notification. The special packaging will be invoiced to the buyer separately and will not be taken back.
  • A surcharge for processing and manipulation will be charged for packaging units that have been opened. This amounts to at least 20% of the value of the opened packaging unit.

8. Transport

  • Complaints about the transport must be made by the buyer to the last carrier and documented immediately upon receipt of the delivery or the freight documents. The seller must be informed immediately, if possible at the same time, of such a complaint.

9. Warranty

  • If the goods to be purchased are not based on any special specification or property assurances from the seller, the goods are considered free of defects if they have the properties usually required for such goods in the market. However, the seller is at liberty to identify certain properties, characteristics or characteristics of the goods in the product description, in the offer or in the confirmation of acceptance - but at least before the conclusion of the contract - which are not considered defects in the sense of warranty law and their absence / presence therefore no warranty claims trigger.
  • Complaints about incomplete, defective or incorrect delivery must be made in writing to the seller immediately after the goods have arrived and must be received by the seller within eight days, otherwise the deliveries are deemed to have been approved.
  • The buyer is obligated to inspect the goods immediately and to immediately give a substantiated complaint (ie the defect or damage must be described in detail and in a comprehensible manner) in writing. Hidden defects must be reported in writing immediately after their discovery.
  • The obligation to give notice of defects is subject to all defects or damage which the buyer would have to recognize with the diligence of a prudent entrepreneur with appropriate inspection.
  • Once the obligation to give notice of defects arises, further processing, installation or other use may no longer take place; otherwise any warranty obligation is void.
  • Liability of the seller for consequential damages is excluded (see also point 10.).
  • The burden of proof for the existence of the defect at the time of delivery lies with the buyer.
  • If the buyer is an entrepreneur, the right to warranty is limited to 6 months and the right to warranty recourse to 12 months from handover or completely excluded in the case of used goods.
  • If the buyer is an entrepreneur, he has the right to improvement or replacement or, in the case of minor defects, also to a price reduction or, in the case of major defects, to conversion at the discretion of the seller. By remedying the defect, the warranty period for the buyer is neither extended, nor does it begin anew for the part of the service affected by the remedy of the defect.

10. Damages

  • Any liability on the part of the seller is basically limited to such damage that can be proven to have been caused intentionally or at least through gross negligence by the seller. Claims based on personal injury and other non-dis-positive liability regulations are excluded from the exclusion of liability.
  • Compensation for consequential damage, in particular consequential damage caused by defects, mere financial damage, loss of profit and damage by third parties from claims against the seller, is excluded in any case.
  • Insofar as the seller is obligated to compensate for damages in an individual case, the resulting claims are limited in amount to the order value (purchase price before taxes, packaging, or transportation)
  • If the buyer is an entrepreneur, his claims for damages expire six months after becoming aware of the damage and the person causing the damage; but in any case after three years from the act of infringement.
  • If the seller uses third parties to process the contract and they cause damage to the buyer when fulfilling the contractual obligation, the seller is only liable to the buyer if the third party can be proven to have caused the damage intentionally or at least through gross negligence.
  • If there is direct damage to third parties during the execution of the contract, the seller is only liable for assistants in accordance with § 1315 ABGB, regardless of whether these third parties are in a legal or personal close relationship with the buyer or not.

11. Garantie

  • In principle, the seller does not grant any guarantee on his products / goods.
  • If the seller exceptionally provides a contractual guarantee for products / goods - this primarily applies to the LED lighting system sold by the seller - the following restrictions apply to these.
  • SIRO's obligations under the warranty are limited to, at SIRO's option, either repairing or replacing the defective product within a reasonable time, or issuing a corresponding credit for the purchase price of the product. The warranty period is not extended or renewed by repair or replacement measures. At its own request, SIRO can replace a defective product with a product that differs slightly in terms of design and/or specification, provided that it does not have any functions that deviate negatively from the defective product. SIRO is entitled to charge the buyer for the costs incurred as a result of allegedly defective products or products returned but found to be free of defects, such as reasonable transport, inspection and/or handling costs in a reasonable amount.
  • Costs arising from the dismantling and/or removal and replacement of products, structures or other parts of the buyer's facility, decontamination and/or reinstallation of products are not covered by the warranty in any case. The buyer assumes responsibility for such measures and also bears the resulting or related costs, including access costs within the framework of any guarantee measures by SIRO.

12. Error, reduction over half

  • If the buyer is an entrepreneur, the right to contest the contract due to error and/or shortening by more than half is excluded.

13. Payment

  • If no other terms of payment have been agreed according to the offer or special agreement, payment is due within 30 days of receipt of the invoice, net without any deduction. If the invoice is paid by bank transfer or comparable payment methods, the invoice amount must arrive at the seller's account within 30 days.
  • In the event of a delay in payment, the statutory default interest (§ 456 UGB) will be charged. The assertion of further damages remains reserved. If the payment period is exceeded, the seller is entitled to revoke any payments (discounts, benefits, etc.) granted and to add them to the invoice amount and to supplement or correct the original invoice.
  • Otherwise, if the buyer defaults in payment or acceptance, the seller is free to withdraw from the contract and to demand damages for non-performance (cf. §§ 918, 920 ABGB) as well as to assert the right of withdrawal from the agreed retention of title. The acceptance of the purchased goods is thus raised to the obligation of the buyer.

14. Retention of Title

  • The goods/items delivered to the buyer or handed over to the buyer remain the unrestricted property of the seller until full payment has been made.
  • The buyer undertakes to store the seller's goods subject to retention of title in such a way that there is no mixing or mixing with similar goods delivered by the seller that have already been paid for.
  • In addition, the buyer undertakes to separate the goods subject to retention of title from any similar goods from third parties in such a way that there is no mixing or mixing.
  • The buyer also undertakes to pay the full purchase price to the seller before the goods subject to retention of title are processed or installed.
  • In the event of a sale of the seller's goods that have not yet been paid for in full to a third party, the buyer undertakes to transfer the seller's retention of title to the third party and to inform the seller in writing of the sale and the person of the new buyer. The buyer will obtain the new buyer's consent to the transfer of this data beforehand and will indemnify and hold the seller harmless in the event of any violations of the GDPR or the DSG in this regard. In addition, the buyer assigns his claim against the new buyer to the seller for the purpose of security. The seller is entitled to notify the new buyer of this assignment.

15. Applicable Law and Jurisdiction

  • Austrian law applies to all claims arising from or in connection with legal relationships between seller and buyer, excluding the reference standards of international private law. The application of the UN sales law is expressly excluded.
  • For disputes arising out of or in connection with legal relationships between seller and buyer, the competent court in Steyr, Upper Austria is locally responsible.

16. Others

  • Deviations in the brochures from the originals are possible for printing reasons. Such deviations do not constitute defects that entitle the buyer to assert warranty claims. Printing and typesetting errors are expressly reserved.
  • All forms of additional agreements, both before the conclusion of the contract and during the contract period, must be in writing to be valid. This also applies to deviations from the written form requirement.
  • Should individual provisions of the contract be ineffective or unenforceable, the ineffective provision in contracts with entrepreneurs is to be replaced by an effective provision that comes as close as possible to the economic sense and purpose of the ineffective provision.
  • If the buyer is an entrepreneur, he is not entitled to offset his own claims against claims of the seller, even in the case of related claims, unless the buyer's claim has been recognized in writing by the seller or determined by a court. A right of retention in favor of entrepreneurs is excluded.

 

GTC status: June 2020 | version 4
SIRO fittings and metal goods factory GesmbH
Spielfeldstrasse 12
4452 Ternberg
AUSTRIA
Phone: +43 (0) 7256 6020-0 | Fax: +43 (0) 7256 8932 | Email: office@siro.at