Asten, October 2014

These General Terms and Conditions (hereafter designated 'GTC') apply to the business relationship between KVT-Fastening GmbH, 4030 Pichling/Linz, Im Südpark 185 (hereafter designated KVT) and your CUSTOMERS, for whom this business is part of the operation of a company (hereafter designated CUSTOMERS). The GTC regulate the reciprocal rights and obligations of the contract partners. KVT provides quotations and services and deliveries exclusively on the basis of these GTC. This applies to existing and future contract relationships, even when no specific reference is made to them. KVT delivers exclusively to companies. 

Oral assurances given by KVT before a contract is concluded have no force in law. Oral agreements reached by the contracting parties are replaced by the written contract itself. Divergent, conflicting or supplementary GTC form no part of a contract, even in case of awareness, unless their validity is accepted by KVT in writing. The written form is deemed to be respected by the transmission of a fax or an e-mail. 

Conditions of purchase of the CUSTOMER are only accepted to the extent that they do not deviate from our own conditions of contract, even when the former may incorporate provisions to the contrary. 

• 2.1. Orders are only deemed to have been accepted once they have been confirmed by us in writing. Our quotations remain without commitment up to that point. Telephone, written (also e-mail) or oral ancillary agreements, additions or alterations also require our written confirmation to be legally effective.
• 2.2. Quotations are given without commitment. Technical descriptions and other details in quotations, brochures and other information material is also initially without commitment.
• 2.3. Quotations and cost estimates are only made in writing. Oral cost estimates do not represent a binding offer.
• 2.4. Quotations and cost estimates are subject to a charge.
• 2.5. Quotations and cost estimates are prepared on the basis of details given by the  CUSTOMER, without guarantee as to completeness or correctness.
• 2.6. We reserve proprietary and protected rights to illustrations, drawings, calculations and other documentation. Third parties must not be permitted access to them. 
• 2.7. Periods for delivery only begin once clarification of all details of execution is completed. Maintenance of agreed delivery periods is subject to fulfilment of all contract obligations. 

• 2.8. In case of culpable failure to achieve timely delivery, the customer is under an obligation to set us a reasonable extension period of at least 14 days in writing. On expiry of this period of grace, the customer is entitled to withdraw from the contract. This does not apply to CUSTOMER'S specific orders which involve investment on the part of the contractor. In this case the customer is obliged to reimburse the costs of investment necessary in full. 
• 2.9. The scope of our duty to deliver is derived exclusively from this agreement. We reserve the right to make alterations to the design, shape or colour due to advances in technology or to legal requirements, provided the alterations are not of an intrinsic nature or otherwise unreasonable for the customer. 
• 2.10. We are entitled to make partial deliveries to a reasonable extent.
• 2.11. We reserve the right to dispose of goods offered to the CUSTOMER during the validity of our quotation to third parties (intermediate sale). The CUSTOMER may derive no claim arising from this.
• 2.12. Where details in written confirmations of order prepared by us vary from details included in our catalogues, brochures or other material, the details in the confirmation of order are deemed to be binding.

Where no specific fixed price or price coupled with delivery date commitment has been confirmed, we reserve the right to adjust prices suitably in respect of rates of exchange variations, fiscal conditions, customs, freight charges, increases in costs of raw materials, manufacturing and wages costs which have occurred or been introduced since the date of order confirmation until the date of delivery. 

For domestic deliveries, value added tax is not included in the prices and must in all cases be paid by the CUSTOMER. When the net value of an order for goods is less than 100 EUR, we make a handling surcharge of € 15.00.

Delivery dates are specifically subject to events of force majeure such as strikes, lock-outs, fire, natural catastrophes and other unforeseen operational circumstances either at our premises or those of our subcontractors, or shortages of raw materials or energy. 

Delays in delivery caused by circumstances listed above release us from the obligation to maintain confirmed delivery dates. They do not however entitle the ordering party to withdraw from the contract placed with us or to refuse to accept a consignment. We do not recognise conventional penalties or claims for compensation in any form whatsoever in any of these cases.

In the case of delayed acceptance of a delivery made on the specified date, the ordering party is liable for any warehousing or demurrage charges. The delivery in these cases will be invoiced and is due for payment in accordance with the agreed conditions. 

Call-off orders must be accepted within six months of expiry of the agreement, except as otherwise provided, without our having to issue an acceptance reminder or a default notice. If the period has expired, we are entitled at any time either to invoice the goods or to cancel the order. 

In the case of delay in acceptance, liability for hazard and risk of dilapidation of the goods transfers to the CUSTOMER from notification of readiness for delivery.

Consignments are basically ex-warehouse Asten. The transport costs are charged as a lump sum at the rates obtaining at KVT-Fastening GmbH at the time of dispatch. For packaging and disposal a packing charge of € 4,-- per delivery will be made. Special conditions must be agreed in writing. Disposal of packaging free of charge is possible by using ARA licence number 6535. Packaging material is not returnable. Customary with fastening elements and mass parts  is over- or under-delivery by +/-10 %. 

Please take account of deviations from the amount ordered when placing your next order. Claims of any form by the CUSTOMER against KVT arising from over- or under-deliveries are excluded. Over- or under-deliveries will be appropriately accounted for in the invoice.

Except where otherwise specially agreed, we deliver materials in normal quality and manufacture. For machines the guarantee period is generally reduced to six months, in accordance with BGBI No. I 48/2001 § 933 (1), with the exception of specially-made agreements laid down in writing. Where repairs are attempted or made by the CUSTOMER or as a result of lack of care in storage or use, all claims of whatever nature by the CUSTOMER will not be accepted. 

Reversal of the burden of proof in accordance with § 924 ABGB to the charge of KVT is excluded. The existence of a defect at the time of delivery, the time when a defect was determined and that the claim was entered in good time must be demonstrated by the CUSTOMER.

 

KVT is liable in accordance with legal provisions for damages arising from injury to life, body or health. For other damage, KVT is only liable in the event of intent or gross negligence. Liability in connection with product liability legislation is not affected by this provision.

A claim for compensation may only be made within six months of becoming aware of the damage and the tortfeasor.  Compensation claims are limited to the value of the order, exclusive of taxes. Reimbursement by KVT of loss of profits is in any case excluded.

Complaints regarding incomplete or incorrect deliveries must be notified to us without delay, and in any event within two days after receipt of the delivery at the CUSTOMER'S (day of the postal delivery at KVT), in writing (fax or e-mail correspond to the written requirement). Notifications received later than this will be disregarded. 

The CUSTOMER must demonstrate the date of delivery and thus that the complaint has been made in good time.

The return of incorrectly ordered goods or those no longer required will only be accepted and credited by us when we have notified our express willingness to accept the returned goods in writing and a copy of our return confirmation is enclosed with the papers accompanying the consignment. 

Failing this, the consignment will be returned at the sender's expense. Up to a net goods value of € 250.00, a handling charge of 12 %, and above € 250.00 net of 8 % will be deducted. 

Technical consultancy, details and information regarding applications and installation possibilities for our products and all other statements made in this connection by us or those negotiating on our behalf is given to the best of our knowledge and belief, but strictly without commitment and excluding all liability. 

All information relating to technical specifications are guidelines. In case of use, it is the CUSTOMER'S responsibility to test them at his own expense and to approve them. 

• 11.1. When nothing to the contrary has been agreed, our invoices are due any payable strictly net within 21 days of the date of invoicing. Cash discounts are not permitted and require special written agreement.  
• 11.2. In case of late payment, we are entitled to charge interest from the due date until payment is received of 9.2 percent above the European Central Bank base interest rate. 
• 11.3. Furthermore, all reminder, collection and other ancillary charges arising in connection with the outstanding receivable are due and payable on the same terms as the main debt. 
• 11.4. In the event that KVT itself undertakes reminder and collection tasks, we are entitled to invoice the CUSTOMERS a lump sum amounting to € 40.00.
• 11.5. The customer has right of offset only when his counter-clain has been legally determined, are not disputed or have been acknowledged by us in writing.
• 11.6. Should it become known after dispatch of the order confirmation that regular processing against open invoice is not possible, we reserve the right to demand payment in advance for all or the majority of the payment due for the goods ordered, or to make delivery against cash payment on receipt of consignment. 

• 11.7. If the customer withdraws from the contract without good reason, for standard commercial goods he is liable to reimburse 30 % of its gross selling price by way of compensation as a lump sum. It is the CUSTOMER'S privilege to prove that no loss was sustained or that its level was substantially lower than the aforementioned lump sum. We reserve the right to provide evidence that a greater loss was occasioned by us. In addition, he is only entitled to exercise a right of retention when his counter-claim is based on the same contract relationship. For contracts for goods to CUSTOMER'S special orders, there is expressly no right of rescission. In these cases, the CUSTOMER is liable to pay the agreed price in full.
• 11.8. Every customer receives an individually defined credit limit from KVT. If the credit limit laid down by KVT is exceeded, delays in delivery may result. In the event of deliveries being delayed due to the CUSTOMER'S credit limit having been exceeded, all claims of whatever nature by the CUSTOMER on account of this delay in delivery are excluded.

The purchaser acquires title to the goods the subject of this contract only when complete payment has been made in respect of all receivables  arising from this contract and from our business relationship (Retention of title). In account current, the property is deemed to be security for the balance of our receivables. The purchaser may only dispose of the goods subject to retention within the framework of usual and proper business dealings. In this case, he assigns to us any rights and claims he has against third parties preferentially to the amount of our receivables.  and including all ancillary rights.

The purchaser instructs and empowers us as necessary to lodge claim in his own or in our name against his contract partner in respect of rights arising from the ABGB (Austrian Civil Code) but for his own account and for this purpose assigns to us his rights to exercise as contained in the ABGB against the contract partner, as well as the new rights devolving therefrom. 

We accept the above assignments, nevertheless we agree, subject to voluntary revocation by us at any time, that the Purchaser himself may apply and enforce the assigned claims. If we implement the assignment, the Purchaser shall provide us, promptly and at his own expense, with all the information and documents necessary for us to pursue our claim, whereby the documents shall be provided at least in the form of copies. Transfers of pledges and of collateral in respect of the retained goods are excluded, the Purchaser shall promptly notify us of any pledge or other disposal upon our retained goods by any third party. 

Alterations to any of the foregoing Terms and Conditions of Sale and Supply and any agreements in conflict with our Conditions are only valid if confirmed by us in writing. 

The only relevant languages in respect of business dealings are German and/or English. This includes all documents and descriptions. If communication with any CUSTOMER is held in any other language, the chosen language shall be considered to be the contractual language. However, this departure from the agreed-upon contractual language shall apply only to that particular CUSTOMER  and to the contract that was concluded with him. 

The CUSTOMER is not entitled to conclude further contarcts in any language otherr than the relevant contractual language. Other CUSTOMERS also have no right to choose any contractual language other than German and/or English.

This contract shall be governed solely by Austrian law, to the exclusion of international regulations governing case transfers. The provisions of the UN Convention on Contracts for the International Sale of Goods are not applicable. The place of performance is Asten, the place of adjudication is the competent court in Steyr/Austria, including when payment is made by cheque or bill of exchange. Nevertheless, KVT may also submit a claim to a court In whose area of jurisdiction the CUSTOMER or his branch are situated. .

Should any individual provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions, nor of any contract concluded on the basis thereof. In such a case, the invalid provision shall be replaced by an effective provision formulated to correspond as closely as possible in sense and purpose with the intended commercial purpose thereof.