General terms and conditions (GTC) JETFLOAT INTERNATIONAL GMBH
1. Quotations and order confirmations
Our quotations are subject to change, in particular prior sales and economically justified price increases shall be reserved. All contracts and arrangements, especially those mediated by our representatives, will only take effect upon written confirmation by us. The full content of our order confirmation shall be deemed accepted, if the purchaser does not submit any objections to us within three days after receipt of the confirmation. The time required for mail dispatch shall not be included. Any change of the cost situation, particularly with respect to raw materials, wages etc., shall entitle us to adjust the prices without previously informing the buyer.
2. The buyer's purchasing terms
The terms of purchasing of the buyer are hereby objected to. They shall not be binding upon us.
Unless explicitly agreed otherwise, the following shall apply: Our prices are ex works or warehouse, not packed. The dispatch of the goods by us shall always take place at the expense and risk of the buyer. Unless the buyer explicitly requests a specific type of dispatch, the type of dispatch shall be chosen by us.
4. Delivery period
The delivery periods and dates indicated by us in quotations, order confirmations, contracts and other notices are basically non binding and subject to change. If we have committed in writing to observe any specific delivery periods and dates on the basis of a special agreement, the following shall apply:
slightly delayed deliveries - i.e. all delays by not more than 7 days - shall always be considered irrelevant and do not entitle the buyer either to avoid the contract or to claim any other consequences of default (damages etc.);
claims for damages due to delayed delivery based on slight negligence shall absolutely be excluded;
claims for damages for delayed delivery based on gross negligence on our part shall be limited to 15% of the contract value;
delayed deliveries caused by force majeure (e.g. acts of God, strikes, sabotage acts, traffic tie-ups, war, civil war, unrest, revolutions) shall not justify any claims on the buyer's part against us.
5. Warranty, indemnification
The buyer shall be obliged to inspect the goods immediately upon receipt. He shall report to us (by fax or e-mail) any defects immediately, however not later than the workday following delivery. The report shall specify the individual defects. Omission, delay or the improper execution of a notice of defects will cause forfeiture of all warranty and damages claims of the buyer from the delivery concerned.
Upon effecting the notice of defects, the buyer shall contribute to clarifying the cause of the defect and to secure the relevant evidence in good faith. In particular, he shall enable the persons commissioned by us to examine the delivered goods. Violations of this duty to cooperate shall cause the loss of all warranty and damages claims of the buyer.
Claims for damages against us on the part of the buyer shall be excluded if they are based on slight negligence. Claims for damages against us on the part of the buyer shall be limited to the value of the goods as stated in the invoice if they are based on gross negligence. The buyer shall not assert any claims based on consequential damage and for lost profit under any circumstances.
Any claims for damages against us on the part of the buyer shall become time-barred one year upon discovering the loss and the originator of the loss, but in any case not later than three years after delivery.
To the extent that claims for warranty and/or damages on the part of the buyer are excluded or limited as described above, this shall correspondingly apply to claims for avoidance for mistake and laesio enormis (lesion beyond moiety).
6. Payments, default interest, offsetting
Unless anything to the contrary has been agreed explicitly, outstanding invoice amounts shall become due within 30 days from invoicing. In case of a default in payment, the buyer shall have to pay default interest according to § 352 UGB [Austrian companies code].
Payments shall be effected either in cash or by bank transfer to the bank account indicated on the invoice. Bills of exchange and cheques will only be accepted upon separate agreement; mere delivery of a bill or cheque shall not be considered as payment.
If the buyer is in default of payment with respect to any overdue invoices, we shall be entitled to make any further deliveries and services for the buyer dependant upon prepayment or the provision of collateral, or even to completely cease any further deliveries to the buyer. Offsetting against counterclaims of the buyer shall be excluded, except for counterclaims explicitly recognised by us or determined in a legally binding manner by a court.
In case of deliveries abroad, and if no agreements to the contrary were made, the buyer shall deposit an irrevocable, confirmed letter of credit in the amount of the proforma invoice relating to the order, with UniCredit Bank Austria AG, to provide security for the payment.
7. Reservation of title
The goods delivered shall remain our property until their payment in full. Any pledging or transfer by way of security of said goods in favour of third parties without our consent shall be excluded. In case of levy of execution by third parties, the buyer must notify us immediately. In case any goods that are still owned by us are mixed with others or processed, co-ownership shall be established even in cases under § 416 ABGB [Austrian general civil code], and in this case we will have the option to take over the goods making a compensation payment or to leave ownership to the buyer and assert a claim for compensation.
In case the goods delivered by us are resold to third parties, the buyer shall assign any of his claims arising from the resale to us ("extended reservation of title"). In case of a resale, the buyer agrees to either duly record the assignment to us in his books ("book entry") or to demonstrably inform the third-party debtor of the assignment. Any assignment fees shall be borne by the buyer.
8. Trading practices
In addition to these GTC, the trading practices set down by Wirtschaftskammer Österreich shall be deemed to have been agreed. The latter and these GTC are included in each purchase contract concluded by us with the buyer. In case of inconsistencies, our GTC shall prevail over the trading practices stated by Wirtschaftskammer Österreich.
9. Written form requirement, severability clause
Deviations from these GTC and any other contractual content shall only be valid if they were agreed with us in writing. The same shall apply for any deviation from this written form requirement.
The invalidity of individual or several provisions of these GTC or other contractual provisions shall not affect the validity of the remaining provisions. Such invalid provisions shall be replaced by provisions approximating the content of the invalid provisions as closely as possible.
10. Place of performance, place of jurisdiction, applicable law
The place of performance for both contracting parties shall be Salzburg. The court competent for Salzburg shall have jurisdiction for all disputes arising from or in connection with our contractual relationship. Nevertheless, we shall be entitled to call upon any other legal venue provided for under the law, instead of the place of jurisdiction stated above.
The entire contractual relationship with the buyer shall be governed by Austrian law; excluding the UN Convention for the International Sale of Goods.