(1) All activities (sales, deliveries, etc.) of Plastoseal Produktions GmbH (hereinafter referred to as the Supplier) are subject to the following general terms and conditions. General Terms and Conditions (GTC). Additional or deviating agreements must be confirmed in writing by Plastoseal Produktions GmbH. By placing an order, the Customer agrees to and is bound by these GTC.
(2) If the Customer also uses General Terms and Conditions, the Supplier’s General Terms and Conditions shall apply exclusively; even if the Supplier does not object to the Customer’s GTC. Actions to fulfil the contract shall not be regarded as consent to contractual conditions which deviate from the Supplier’s terms and conditions.
(3) Should any provisions of these GTC become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision. Any ambiguities in the interpretation of the General Terms and Conditions and the interpretation of the contract must be clarified in such a way that the contents, which are usually agreed upon in comparable cases, are regarded as agreed.
(4) Declarations and promises of our employees are only binding after written confirmation by Plastoseal Produktions GmbH.
2. Offers and Orders
(1) Our offers are subject to confirmation with regard to price, quantity, delivery, and time of delivery, unless they are expressly marked as binding.
(2) Orders placed by the Customer shall only be regarded as accepted once the Supplier has confirmed them in writing. If the Supplier does not specifically confirm a contract in writing which was concluded verbally or by telephone, the invoice issued by him shall be regarded as a confirmation.
(3) Changes to an order (no cancellations) are accepted by the Supplier, but only if they are feasible for the Supplier. Changes to the order are only effective upon written confirmation by the Supplier.
(4) The Supplier shall be reimbursed immediately for the reasonable cost of any designs, sketches or samples made at the request of the Customer, even if the prospective order is not placed.
(1) The sales price is the list price of the Supplier, and is valid on the day of delivery, partial delivery or the price quoted in the respective offer. If deviating price agreements are made, the following shall apply: If wage costs or other costs necessary for the provision of services, such as those for raw materials, energy, transportation, external work, financing, etc., which are not within the sphere of the Supplier, change between the date of the order confirmation and the date of delivery, the Supplier is entitled to adjust the sales price accordingly.
(2) The defined unit price is decisive for the price calculation.
(3) Unless otherwise expressly stated, all prices quoted by the Supplier are exclusive of value added tax, packaging, loading and insurance. In the case of a set-off, the statutory value added tax will be added to these prices.
(1) The delivery times stated by us are generally subject to confirmation. Exact delivery times (periods) can only be stated once all delivery terms have been clarified, particularly the place of delivery and transportation. If necessary for the operation, the exact delivery times may also be adjusted by the Supplier. No fixed transaction is concluded by the specification or agreement of delivery times.
(2) The Supplier is entitled to carry out and invoice reasonable advance or partial deliveries.
(3) Unforeseen obstacles to the delivery (strike, operational disruption, failure of material deliveries, shortage of raw materials, intervention by authorities, traffic blocks, etc. or cases of force majeure) entitle the Supplier, at his or her discretion, to extend the delivery period appropriately or to withdraw from the contract in whole or in part.
(4) The Supplier is free to decide on how to carry out the delivery to the Customer. Special delivery requests of the Customer will be considered if possible, although additional costs will be charged to the Customer as a result.
(5) In the case of a delayed delivery, the liability of the Supplier in cases of slight negligence is excluded. In cases of gross negligence and intent, the liability of the Supplier is limited to the net order value.
5. Assumption of Risk and Transportation Costs
(1) The goods always travel uninsured and at the expense and risk of the Customer. Use and risk therefore pass to the Customer as soon as the goods leave the factory or warehouse of the Supplier. This also applies to freight-free delivery and is irrespective of the means of transportation used. Transportation insurance can only be taken out at the explicit request of the Customer and at his or her expense.
(2) In the absence of a written agreement by the Supplier, the choice of the place of dispatch and the forwarding route as well as the means of transportation shall be made without assumption of liability in favour of the cheapest and fastest way of transportation. If the Customer provides the means of transportation, he or she is responsible for its timely provision.
(3) The Supplier is only obligated to store raw materials, semi-finished or finished products of the Customer upon prior written agreement. In any case, storage shall be at the Customer’s expense and risk. If goods ready for dispatch have not been dispatched through no fault of the Supplier, or if the goods are not collected, or if the delivery date is postponed at the Customer’s request, the Supplier’s performance is regarded as rendered and the price is due for payment. Irrespective of this, the Supplier is entitled to store the goods at the Customer’s expense.
6. Terms of Payment
(1) The invoice amount (net price plus applicable statutory value added tax) must be paid within 14 days of receipt of the invoice. A discount deduction will only be accepted within the framework of and on the basis of written agreements.
(2) Payments shall be made in due time and without any deductions to our paying agent in the currency stated in the invoice. The day of payment is regarded as the day of receipt by us or our paying agent.
(3) In the case of partial settlements, the corresponding partial amounts are due on receipt of the relevant invoice. This shall also apply to invoiced amounts arising from subsequent delivery or other agreements in excess of the original contract amount, irrespective of the terms of payment agreed for the main delivery. If the Supplier provides larger quantities of material, it is agreed that payment for this must be made immediately.
(4) If the Customer is in default with his or her payment, the Supplier is entitled to:
- postpone the fulfilment of its obligations until the payment in default has been paid,
- claim an appropriate extension of the delivery period,
- accelerate the entire purchase price/work wage due (loss of date),
- account the statutory default interest pursuant to § 1333 ABGB, which is 8% above the base interest rate. The base interest rate applicable on the last calendar day of a half-year is decisive for the next half-year.
- claim from the Customer all damages caused by the default of the payment (appropriate dunning, collection, and lawyer’s costs) in addition to the interest listed in paragraph 4 lit d.)
- withdraw from the contract in case of non-compliance with a reasonable period of grace.
(5) The Customer is not entitled to withhold payments due to warranty claims and/or claims for damages or other claims of any kind or to offset them against counterclaims of any kind.
(6) The goods shall remain our property until all our claims from all mutual legal transactions with the Customer have been paid in full. The Customer must comply with all labelling obligations and other formal requirements for safeguarding the retention of title. In the event of seizure or other claims, the Customer is obligated to point out our ownership and must inform the Supplier immediately.
(1) The delivery is generally made for processing in the Customer’s own premises. An over or under delivery of up to 10% of the ordered quantity is permissible.
(2) The warranty claim only arises if the Customer inspects the goods immediately after delivery and notifies the Supplier in writing of any defects discovered in the process immediately, but at the latest within 5 days after delivery, stating the type and extent of the defect. Concealed defects must be notified immediately after they are discovered. If a notification of defects is not made or not made in time, the goods shall be regarded as approved. The assertion of warranty and compensation claims as well as the right to challenge errors due to defects are excluded in this case.
(3) Except in those cases in which the mandatory, indispensable right to rescission of contract or other warranty remedies are impossible by law, the Supplier may, at its discretion, fulfil the warranty claim by improvement, replacement or price reduction. The Customer (transferee) must always prove that the defect existed at the time of the handover and that the notice of defect was given in due time. Defects in any part of the delivery must not lead to a complaint about the entire delivery. In this case, the Supplier must replace or improve the defective part of the delivery or reduce the price accordingly.
(4) The Supplier’s products shall be manufactured in accordance with the information given in the offer or in the production specification. The technical application advice provided by the Supplier is always production-specific and non-binding – also with regard to any third-party industrial property rights – and does not release the Customer from the obligation to check the suitability of the products for the intended processes and purposes. The Supplier does not assume any liability or warranty for nonproduction-specific uses of the products.
(5) As a service (delivery) based on design data, drawings, models and other specifications of the Customer, the liability of the Supplier extends only to the conditional execution. The Supplier does not warrant for the sale of used items or for the acceptance of repair orders or for modifications and alterations.
(6) Excluded from the warranty are defects caused by overstraining, negligent and improper handling, use of unsuitable operating materials, materials provided by the Customer or third parties, instructions of the Customer or assembly work of third parties. The Supplier is not liable for damage caused by actions of third parties, atmospheric discharges, overvoltage incidents, and chemical influences. Parts that are subject to natural wear.
(7) The warranty expires immediately if changes or repairs are made to the delivery item without the Supplier’s consent. The warranty period is not extended by work that is subject to warranty.
(8) Deviations of the material used by the Supplier from the contractual quality can only constitute a defect if they significantly exceed the tolerances contained in the delivery terms of the Supplier concerned.
Claims for damages against the Supplier in cases of slight negligence (and simple gross negligence) are excluded; this does not apply to personal injury. The injured party must prove the existence of gross negligence.
Claims for compensation become time-barred 6 months after knowledge of the damage and injuring party but in any case, within 3 years after provision of the service or delivery. The claim for damages shall be limited to typically foreseeable damage but shall not exceed the invoice amount. The compensation of consequential damages, indirect damages, not achieved savings, loss of interest, loss of profit and damages from claims of third parties is excluded in any case.
9. Product Liability
Possible claims for recourse against the Supplier by contractual partners or third parties under the title “Product Liability” within the meaning of the Production Liability Act are excluded. Unless the party entitled to recourse proves that the fault was caused in the Supplier’s sphere and was at least due to gross negligence.
10. Force Majeure
(1) Events of force majeure affecting the Supplier or one of his pre-suppliers entitle the Supplier to suspend the deliveries for the duration of the hindrance and an appropriate start-up period or to withdraw from the contract in whole or in part according to their effects. If the delivery is delayed by more than three months due to force majeure, the Customer is entitled to withdraw from the affected part of the delivery within two weeks.
(2) Events of force majeure are regarded as events of force majeure without, however, being limited to them: All effects of natural forces, earthquakes, lightning, floods; storms, frost, further war, laws, official intervention, confiscation, transport disruptions, export, import and transit bans, international payment restrictions, loss of raw materials and energy; other operational disruptions such as explosions, fires, strikes, sabotage and all other events which could only be prevented by disproportionate costs and economically unacceptable means.
11. Prohibition of Assignment, Set-off and Retention
(1) Claims against the Supplier may not be assigned without express written consent.
(2) A set-off against the claims of the Supplier with counterclaims of any kind whatsoever is excluded.
(3) Justified complaints do not entitle the Customer to withhold the entire amount, but only a reasonable part of the invoice amount.
12. Retention of Title
(1) The goods remain the property of Plastoseal Produktions GmbH until full payment has been made and the goods must, in any case, be marked as being the property of the Supplier.
(2) The Customer is entitled to dispose of the goods in the ordinary course of business but is obligated to refrain from pledging goods, subject to retention of title or transferring them as security. The Supplier must be notified immediately of any seizure by other creditors. The purchase price claim shall already be deemed assigned to the Supplier and the assignment as accepted by the Supplier and the Supplier shall be entitled to notify the third-party debtor of this assignment at any time. Upon request, the Customer is obligated to make a corresponding note in his or her books and invoices, to inform the Supplier of the names and addresses of his or her customers as well as the stock and amount of the claims resulting from the resale, and to inform his eligible customers of the assignment of claims.
(3) In the event that the Supplier’s goods are processed, mixed, or combined with other material, the Supplier shall acquire co-ownership of the resulting products in proportion to the value of the Supplier’s goods to that of the other material.
(4) The Customer (his provisional administrator, settlement trustee, liquidator) is obligated to grant the Supplier access to his or her goods and the products manufactured with it in any case of a defaulted payment, in particular in the event of insolvency. Furthermore, he or she must provide the Supplier access to his or her books and all necessary information relevant to the Supplier’s claims for separation.
13. Compliance & Sustainability
In principle, Plastoseal sees it as the basis of its mutual business relations and expects its business partners’ commitment to respecting the following:
(1) applicable principles of values, such as mutual respect, social conduct and ethical guidelines (which are based in particular on the UN Conventions on the Rights of the Child and the Elimination of All Forms of Discrimination and on the OECD Guidelines),
(2) strictly rejecting all forms of corruption and bribery,
(3) complying with legal requirements regarding “occupational safety” and “protection of the environment“ when designing production-related processes and to promote the safety and environmentally conscious behaviour of their employees.
14. Place of Performance, Jurisdiction and Choice of Law
(1) The place of performance for delivery and payment is the registered office of Plastoseal Produktions GmbH in Leoben/Styria.
(2) For the decision of all disputes arising from this contract, the competent court at the registered office of our company shall also have local jurisdiction. However, the Supplier shall also have the right to commence proceedings at the general place of jurisdiction of the contractual partner.
(3) Austrian substantive law shall apply. The applicability of the UN Sales Law is excluded.