General Terms and Conditions of Delivery and Payment
All quotations are subject to change and non-binding.
2. ORDER BASES
All orders, agreements and quotations are based on our General Terms and Conditions of Delivery and Payment; they are accepted by means of written order or acceptance of the delivery.
Our General Terms and Conditions of Delivery and Payment shall apply unless the contracting parties have expressly agreed to deviate in writing. Fax communications are only effective after confirmation by us in writing or by fax.
Orders shall not be deemed to have been accepted until we have confirmed them in writing.
In addition, our glazing instructions in the latest printed version are deemed to have been agreed. The provisions of the ÖNORMs are the basis of our quotation and apply to our deliveries and services.
3. CONCLUSION OF CONTRACT
The contract is deemed to have been concluded if we have sent a written order confirmation after receipt of the order.
Amendments and additions to the contract require our written confirmation in order to be valid. The customer's (buyer's) Terms and Conditions of Purchase are binding for us only if we have expressly confirmed this in writing.
Our delivery note or invoice for goods is also deemed to be an order confirmation.
4. DRAWINGS AND DOCUMENTS
The information on dimensions, weight, colours, performance and the like contained in our catalogues, brochures, circulars, illustrations, price lists, quotations, etc. is only relevant if the order confirmation expressly refers to it.
If the production is carried out by us according to drawings approved by the customer, the drawing shall be regarded in full and in all details as having been approved by the customer; drawings made by us are authoritative if they have not been expressly contradicted by the customer. Subsequent amendments can only be considered if they are possible and with reimbursement of the additional costs.
Drawings, sketches and other technical documents, as well as samples, catalogues, brochures, illustrations and the like, always remain our intellectual property. Any exploitation, duplication, distribution, publication and demonstration may only take place with our express consent.
5. DELIVERY, SHIPPING AND PACKAGING
Delivery takes place ex factory or ex stock. With the handover to the transport driver, every kind of risk, in particular the risk of breakage, is transferred to the customer. In the case of delivery with our vehicle, the delivery shall be deemed to have taken place at the latest when the goods are available on the vehicle at the premises of the recipient or any other agreed delivery point. It is the sole task and obligation of the customer to provide suitable unloading equipment, to provide the necessary workers for the unloading and to prepare and make available glass-specific storage areas.
For all deliveries, the risk, including the risk of breakage, is transferred to the buyer by handing over the goods and the quality of the goods, packaging, loading and storage is accepted as proper.
If insurance is taken out at the request of the customer, we act only as an intermediary to the exclusion of any responsibility.
Insofar as the packaging, in particular frames, is not or will not become the property of the customer, such as in the case of disposable packaging, the customer shall keep it for us at his own risk. If it is not returned in time, the value must be replaced.
For the handover and acceptance in the case of installation work, the work shall be deemed to have been handed over at the latest if the client commissions or uses it, even if only partially, unless a different agreement has been reached. From this point on, the client shall in particular bear the risk of loss or damage to the work. It is our right to demand a partial handover, especially in the case of glazing and facades. In such a case, defects must be reported immediately, otherwise the work shall be deemed to have been accepted without defects. If further processing is carried out on parts manufactured by us or if parts are attached to them, the client must complain about defects beforehand, otherwise he has forfeited the right to assert such. This must be done by appropriate building supervision.
Complaints of any kind must be made in writing within one week after receipt of the goods. Our liability is limited to a replacement delivery of the material supplied by us. Further damages can only be claimed in the event of gross negligence and intent. Complaints do not release the client from compliance with the payment date. The manufacturer's warranty applies to insulating glass. Other claims are excluded. No liability is assumed for material supplied by the client. This applies in particular to goods that are further processed (ground, etc.) by us and also to images that we accept for framing or mounting. The dimensions shall be provided by the client. If the measurements are taken by our employees, our employees act as vicarious agents of the client, so that the taking of measurements by our employees on behalf of customers is always at the risk of the client.
The ÖNORMs apply to complaints about ÖNORM-standardised goods.
7. DELIVERY DEADLINE
In the absence of a different agreement, the delivery period begins no later than the date of the order confirmation, the date of fulfilment of all technical, commercial and financial requirements incumbent on the client, the date on which we received a down payment to be made before delivery of the goods and / or a letter of credit has been created for our benefit.
Our delivery deadlines are adhered to as far as possible. If the delivery is delayed by a circumstance on our side, which constitutes a reason for relief within the meaning of section 7.1), the agreed delivery period shall be extended accordingly and the client must set us a reasonable grace period in writing.
If a grace period is not observed due to gross negligence for which we are to blame, the client can withdraw from the contract with regard to all goods not yet delivered by means of a written notification received by us within 8 days.
In this case, the client has only the right to reimbursement of payments made for the goods not delivered. By mutual agreement, a partial withdrawal can be agreed. Further claims are excluded.
7.1 The delivery period is extended appropriately:
a) if we do not receive the information we need in order to fulfil the contract in due time or if the client subsequently amends it and thus causes a delay in delivery or services.
b) if obstacles arise that we cannot avoid despite the necessary due care, regardless of whether they arise at our premises or those of the client or a third party. Such obstacles include, for example, epidemics, mobilisation, war, riots, significant operational disruptions, accidents, industrial disputes, delayed or defective supplies of the necessary raw materials, semi-finished or finished products, scrapping of important workpieces, official measures or omissions, natural events;
c) where technical difficulties arise from the nature of the order and make it impossible or unreasonable for us or for our suppliers to execute it or lead to defects that affect usability;
d) if the client or third parties are in arrears with the work to be carried out by them or with the performance of their contractual obligations, in particular if the client does not comply with the terms of payment.
7.2 In the case of installation work, the client must make every effort so that we can start our work on the building site and continue it there undisturbed and quickly (snow clearance, etc.).
In particular, an appropriate work surface must be provided that allows us to carry out all necessary work on the spot. Furthermore, a sufficient storage facility for all material to be delivered to the building site must be provided by the customer. An even and firm surface must be provided by the customer for the erection of scaffolding. There must
also be adequate access for trucks and crane vehicles on the building site, and these vehicles must also be able to move appropriately on the building site. The client must provide us with all working documents, drawings, calculations, etc. at the time of placing the order or on the agreed date. The same applies to the clarification of all technical details. If installation work is not possible due to bad weather, the missing days must be appended to the final date received.
Our prices are, unless otherwise agreed, ex works excluding packaging, insurance and shipping costs.
In our price calculation, we assume that the items of our quotation remain unchanged, that any necessary preparatory work has already been carried out in full and that we can make our deliveries in one go without hindrance. Our quotations are based on the customer's specifications without knowledge of the local conditions.
Fixed prices promised by us are only binding if we receive the deliveries and services on the date foreseen in the contract. If the relevant dates are postponed at no fault of our own, any material price increases of the pre-suppliers and wage increases under collective bargaining agreements that have taken place in the meantime can be passed on to the client. If a delivery or service date is not set, we are only bound by the prices of the quotation if the order is placed within three months of the submission of the quotation and this can be processed quickly thereafter.
Payments must be made in accordance with the agreed terms of payment. If different payment dates/conditions have been agreed than in accordance with our written order confirmation, the invoice amount must be paid no later than 30 days after delivery without any deduction. Discount deductions are only permitted by agreement. Agreed discount deductions can only be made for partial payments if all partial payments and the final payment are made in full and on time.
If liabilities exist from previous deliveries, they shall be repaid in the order in which they came into being. Agreed discounts shall be omitted if all other receivables already due are not settled at the latest upon receipt of the discounted invoice amount.
In the event of a significant deterioration of the financial situation or significant overruns of the payment deadline for previous deliveries and services on the part of the customer, we shall be entitled to refuse our delivery and performance until payment or provision of sufficient security. If our delivery has already been made, all our claims are due immediately; this applies in particular in the event of late payment, bill of exchange protest, rejected cheque redemption or in the event of an application for the opening of insolvency proceedings.
Bills of exchange are only accepted by prior agreement with the invoice date as the date of issue and then only for performance reasons, whereby discount and bill of exchange expenses shall be borne by the buyer.
If terms of payment are not complied with, it is deemed to have been agreed that all claims on the part of the supplier shall become due immediately in cash, regardless of the bills of exchange taken in.
If the client is in arrears with an agreed service or payment, we can either insist on the fulfilment of the contract and defer the fulfilment of our obligations until the payment or other service arrears have been settled, make use of a reasonable extension of the delivery period, charge the entire outstanding purchase price and charge default interest in the amount of 8 percentage points above the applicable base interest rate from the due date.
If the client has not provided the due payment or other services despite the setting of a 14-day grace period, we can declare the withdrawal from the contract by written notification. The client has to return already delivered goods to us and must compensate us for any impairment of the goods as well as reimburse us for all expenses that we had to make for the execution of the contract.
The client is not permitted to set off any counterclaims, from whatever title, against our claims.
Complaint procedures that have not yet been completed are not grounds for deferring payment.
10. RETENTION OF TITLE
We reserve the title to the delivered or manufactured goods until all financial obligations of the customer are fulfilled in full. The client must comply with the necessary formal requirements for the retention of title. In the event of seizure or other appropriation by third parties, the client is obliged to draw attention to our right of ownership and to notify us immediately.
The client is entitled to resell and process the reserved goods within the scope of the proper course of business. He is not permitted to make any other dispositions, in particular pledging or transfer of security. A resale may only take place subject to retention of title, unless it is made against immediate payment upon handover, in which case our retention of title extends to the proceeds earned for the reserved goods.
The client assigns to us here and now all claims against his customers to which he is entitled from the resale, together with the securities granted for this purpose, and we accept the assignment. The fees incurred for this purpose shall be borne by the client.
We undertake not to collect the claims assigned to us as long as the client duly fulfils his payment obligations. At our request, the client must demonstrably inform his debtors of the assignment of claims and provide all information necessary for the recovery of his claim and provide us with the documents relating to it. The processing or conversion of reserved goods or their installation is always carried out by the client on our behalf. If these goods are processed or inseparably mixed or installed together with other objects not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our goods to the rest. If our goods are combined with other movable objects to form a single object and this is to be regarded as the main item, it is agreed that the client shall grant us proportional co-ownership insofar as the main item belongs to him. He keeps the property or co-owned property on our behalf.
11. WARRANTY, LIABILITY
This applies only to defects that have occurred within a period of six months from the date of delivery and performance.
The client can only invoke this contractual provision if he immediately informs us in writing of the defects that have occurred. We undertake to rectify the defects notified to us if we are responsible for them and, at our discretion, either to have the defective goods or the defective parts sent to us for improvement or to replace the defective goods or the defective parts. In any case, the client must give us the opportunity to rectify existing defects. A price reduction claim can only be asserted if we refuse to rectify the defect or do not carry out it within a reasonable period of time.
Our warranty obligation applies only to defects that occur if the intended installation and operating conditions are complied with and during normal use. In particular, our warranty obligation also does not apply if the defects are the result of:
a) non-compliance with the glazing instructions
b) poor maintenance
c) or repairs carried out without our consent or due to a change not made or agreed by us.
Glass breakage is excluded from the warranty. (See also our glazing instructions).
The provision of Section 933b of the Austrian Civil Code (ABGB) does not apply.
Insofar as these General Terms and Conditions of Delivery and Payment are in conflict with the provisions of Sections 922 to 933 of the Austrian Civil Code (ABGB), they do not apply to consumers. The legal provisions take precedence with regard to consumers.
Warranty for insulating glass: For a period of five years, calculated from the date of first delivery from our production site, we assume the guarantee that the transparency of our insulating glass panes is not affected under normal conditions by dust or film formation inside the pane. If such defects occur, we deliver a free replacement ex factory. Other claims are excluded.
The prerequisite for this guarantee is that our installation guidelines are strictly adhered to and that no processing or other modifications are made to the panes and that the pane seal has not been damaged.
A professional installation by the processor in accordance with our glazing instructions and taking into account the relevant Ö-NORMs as well as professional service and maintenance of the frame and sealing material by the client was complied with.
Insulating glass elements that are installed in means of transport or cooling systems are excluded from the warranty.
The warranty claim shall lapse if it is not asserted within the five-year period, but no later than six months after the discovery of the defect.
For those functional parts of the goods that we have obtained from suppliers, we are only liable within the scope of the warranty claims against the supplier. If we produce goods on the basis of drawings or samples or order specifications of the client, our liability does not extend to the correctness of the design, but only to the fact that the execution took place in accordance with the instructions of the client. In such cases, the client shall indemnify or hold us harmless in respect of any infringement of the intellectual property rights of third parties.
The seller is liable for personal injuries suffered by a consumer in accordance with the provisions of the Product Liability Act (BGBI 1988/89). All liability is excluded for damage to property suffered by a company. It is expressly agreed that liability for damage to property as a result of a product defect is excluded for all companies involved in the manufacture and distribution.
We are liable for damages outside the scope of application of the Product Liability Act (BGBI 1988/89) within the scope of the statutory provisions, provided that we can be charged with intent or gross negligence. Liability for slight negligence is excluded as well as compensation for consequential and financial losses, handling costs, operational disruptions, loss of production and contractual penalties.
The assignment of warranty claims is only permitted and effective with our consent.
12. PLACE OF PERFORMANCE AND PLACE OF JURISDICTION, CHOICE OF LAW
The place of performance for all obligations arising from this contract, including acceptance commitments, is our registered office in A-6900 Bregenz. It is agreed that exclusive responsibility for all disputes between the client and us lies with the district court of Bregenz.
However, we expressly reserve the right at our discretion to prosecute the ordering party at the court responsible for its headquarters.
This legal relationship is subject exclusively to Austrian law.
Glas-Marte GmbH, A-6900 Bregenz, 01/11/2011
GENERAL TERMS & CONDITIONS OF PURCHASE
1. CONDITIONS APPLICABLE TO THE ORDER / CONTRACT
a. The legal relationship between us (hereinafter also referred to as "Glas Marte") on the one hand and the contractor or seller (hereinafter referred to as the seller) on the other is governed exclusively by these General Terms and Conditions of Purchase. Agreements that deviate from our General Terms and Conditions of Purchase, in particular different terms and conditions of the
seller, are only effective with our express written confirmation.
This also and in particular applies if other current terms and conditions are attached to the quotation or an order confirmation of the seller or are mentioned herein.
Insofar as these General Terms and Conditions of Purchase do not contain any special provisions, the statutory provisions shall apply. By accepting and/or executing the order, the seller submits to our General
b. The seller's quotations are binding. If no other written agreement has been made, quotations are binding for a period of 1 year.
c. The contract is concluded by accepting/ confirming or executing the order sent by us. Delivery can be made by fax, email or letter.
d. Fulfilment of the performances owed to us by third parties without our prior written consent is excluded.
e. Glas Marte is entitled to cancel the order free of charge if the order is not confirmed unchanged within 1 week of receipt.
f. Order confirmations that deviate from our orders shall not be accepted by Glas Marte and are ineffective.
g. If the seller does not deliver or perform on time, Glas Marte shall be entitled to demand compensation from the seller for the necessary expenses and additional costs of procurement of a substitute.
a. Agreed delivery dates are fixed dates and must be strictly adhered to. Grace periods cannot be granted. The continuation of our interest in receiving the goods is linked to compliance with the delivery dates. In the event of non-compliance with the delivery dates, Glas Marte has the right to withdraw from the contract without setting a grace period.
b. All deliveries are to be made carriage paid to Bregenz. Transport costs, tolls and other costs incurred in the course of transport shall be borne by the seller.
c. As soon as the seller expects not to be able to meet agreed delivery dates, he must inform us immediately in writing, stating the reasons for and the expected duration of the delay.
d. The seller is responsible for any damage during transport. This is not the case if the goods are collected by Glas Marte with its own vehicles – provided that the packaging of the goods is professionally executed and suitable for the transport stresses.
e. Glas Marte assumes no responsibility or liability for reusable packaging, transport frames, packaging containers and the like supplied by the seller.
f. A delivery note indicating the Glas Marte order number and the designation of the content by type and quantity shall be attached to each delivery.
3. EXPORT OF GOODS REQUIRING A PERMIT / CUSTOMS / IMPORT REGULATIONS
a. If the product offered has customs-relevant effects on re-export from the EU due to its origin or nature, this should be expressly indicated in the quotation. Otherwise, the seller shall be liable for all additional costs incurred in the course of delivery to Glas Marte as well as for the resale or delivery (also as part of produced or mixed products) to countries outside Austria.
b. The seller has to send a long-term supplier declaration to Glas Marte without being requested to do so. We assume that the shipment(s) concern goods for preferential (re)export. If this is not the case, the seller is obligated to inform Glas Marte prior to the acceptance of the order.
c. The buyer has a right of withdrawal if there are disadvantages due to a lack of information about the origin of the goods.
4. GUARANTEE, WARRANTY AND DEFECTS OF THE GOODS
a. The seller guarantees that the goods delivered by him comply in terms of their quality and execution with Austrian and European legal regulations and relevant standards as well as the latest state of the art.
b. If the order is based on a sample provided to us by the seller and accepted by us, the seller shall make all deliveries (including, if agreed, partial deliveries and subsequent deliveries) in a quality and execution corresponding to the sample. The delivery then takes place with the express guarantee that all deliveries, partial deliveries and subsequent deliveries have the properties of the sample.
c. The seller guarantees that the goods are free from third-party rights.
d. The goods are accepted by Glas Marte with reservation. The Goods Inwards Dept. only checks the external integrity of the shipping packaging. Defects and deviations will be reported to the seller after being established. In particular in the case of goods that are usually left in the packaging until they are used, defects that only become visible when they are removed from the packaging or processed shall be deemed to be hidden defects. Glas Marte may request withdrawal from the order and conversion without setting a deadline. If this is not the case, the seller must ensure a replacement delivery or rectification of defects as soon as possible. Expenses incurred for the purpose of subsequent performance, in particular transport, travel, labour and material costs, shall be borne by the seller.
e. On completion of the rectification of defects, the warranty and guarantee period begins again.
f. The seller is also liable for damages related to the recall, removal and conversion of defectively delivered goods, as well as for damages that occur due to the use of defective goods or that have arisen at customers of Glas Marte.
g. The seller is obligated to disclose in writing all conceivable restrictions that may lead to defects when using the goods delivered by him. This must be done at the latest at the time of placing the order. In this case, Glas Marte has the right to withdraw from the contract without observance of deadlines.
h. In urgent cases, or if the seller does not fulfil its warranty obligations after being requested to do so and setting a deadline, we shall be entitled to replace or repair defective parts at the seller's expense or to repair any damage incurred at the seller's expense.
i. The seller shall be liable for all direct and indirect damage caused by the seller to his own or third-party objects, performances or persons, even if such damages are caused by third parties acting on his
j. The warranty period is generally 3 ½ years.
k. In deviation from Section 933 of the Austrian Civil Code (ABGB), it is agreed that the assertion of the warranty in order to safeguard the warranty period can be made not only in court, but also in writing.
l. If the seller receives products provided by Glas Marte for the execution of the service, the seller shall be responsible for these products in the same manner as for his own products that he uses. The products provided shall become the responsibility of the seller at the time of delivery at Glas Marte. The products provided remain the property of Glas Marte at all times. The products provided may not be made accessible to third parties.
m. Returns of goods shall be at the expense and risk of the seller.
5. MANUFACTURING TOOLS AND MOULDS
a. Manufacturing tools and moulds required solely for the purpose of fulfilling an order for Glas Marte may only be used for the manufacture of parts for Glas Marte. The tools and moulds must be permanently marked with "OWNER: GLAS MARTE BREGENZ" in German and the national language. Glas Marte owns the tools and moulds. Tools and moulds must be handed over to Glas Marte on request. The seller is obligated to maintain the tools and moulds for an indefinite length of time and to store them safely. The seller is liable for damages in the event of misuse.
6. DOCUMENTS / TECHNICAL PROPERTY OF GLAS MARTE
a. Technical drawings and documents (samples, plans, etc.) handed over, e.g. for the production of the tools and moulds, are subject to secrecy and may not be passed on to third parties or used for third parties without express written consent. The seller may not make any changes to Glas Marte's drawings without the express written consent of Glas Marte.
b. Works certificates are included in the scope of delivery and are to be archived by the seller for a period of 10 years. The works certificates must be submitted on request.
7. LEGAL CONSEQUENCES AND BREACHES OF DUTY
a. In the event of non-compliance with fixed dates and/or guarantees, Glas Marte may withdraw from the contract or order without setting a deadline. The damages caused by non-compliance with the fixed date and/or guarantees shall be compensated by the seller. This applies regardless of whether or not the seller is responsible for non-compliance with fixed dates and/or guarantees. This also applies to partial deliveries and subsequent deliveries.
8. RETENTION OF TITLE AND PROHIBITION OF ASSIGNMENT
a. Any retention of title against us is deemed to be excluded.
b. An assignment of the seller's claims against Glas Marte to third parties is excluded without the written consent of us.
a. The terms of payment specified in the case of an enquiry by Glas Marte are binding. This also applies in particular if different conditions are attached to the seller's quotation or an order confirmation or are mentioned therein.
b. Unless a higher discount or longer discount period is agreed, 3% of each invoice amount will be deducted after receipt of the invoice with a 30-day payment deadline.
c. The invoice must be issued in duplicate with Glas Marte's order number. The invoice must be worded identically to our order texts. Furthermore, the invoice must have the Vat Reg. No. of the seller and, if required by law, also the Vat Reg. No. of Glas Marte.
d. The discount period starts with the date of receipt of the invoice. In any case, perfectly and fully delivered goods or rendered performances are required, as well as a complete and verifiable invoice. If questions regarding quality, quantity or execution need to be clarified, the discount period only begins after complete clarification of all details or subsequent delivery of the outstanding quantities. No invoice checking is carried out during the period of Glas Marte's works holiday. The discount period is automatically extended by the duration of the works holiday.
e. The date of payment shall be the date on which the transfer instruction is sent to the executive financial institution.
f. In the event of a delay in payment by Glas Marte, no default interest above the respective Euribor percentage will be accepted.
10. CANCELLATION OF ORDERS
a. Glas Marte may cancel the order if a significant deterioration in the seller's economic situation occurs after placing the order; in particular if seizures or other enforcement measures are taken against him that could endanger our claims or result in the fulfilment of the order no longer being guaranteed. The
same applies in the event that insolvency proceedings or similar legal proceedings are initiated against the seller.
11. PLACE OF PERFORMANCE
a. The place of performance for deliveries and performances is the reception point prescribed by us.
b. Place of performance for our payments is Bregenz
12. PLACE OF JURISDICTION, CHOICE OF LAW
a. The legal relationships between the seller and Glas Marte are exclusively governed by Austrian law to the exclusion of the reference provisions governing foreign law and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law).
b. The exclusive place of jurisdiction is Bregenz
c. However, we expressly reserve the right at our discretion to prosecute the seller in the court responsible for his/her place of business.
13. SEVERABILITY CLAUSE
a. In the event of the invalidity of individual provisions, the remaining provisions shall remain in full force and effect. Ineffective provisions may be replaced by those that come as close as possible to their economic result in accordance with the purpose pursued by the invalid provision.
Valid from 01/09/2008