TERMS AND CONDITIONS
1. Binding nature of the following terms and conditions
Deliveries shall only be undertaken on the basis of the following terms and conditions, the latter having been implicitly accepted in the course of placing an order and the same being binding upon both the purchaser and the seller. Any terms and conditions differing from those contained herein shall be valid only if explicitly confirmed in writing by the seller.
The following terms and conditions apply to all, including any future, legal transactions between the purchaser and the buyer.
2. Offers and order confirmations
All offers are non-binding. Orders shall first become binding upon the seller at the point in time that a written order confirmation is issued or when the delivery is dispatched. Changes and cancellations of previously placed orders are subject to written approval issued by the seller.
Unless otherwise agreed, all prices quoted are ex works and include loading onto railway wagons or trucks and on the basis of gross weight including packaging as detailed. Used sacks cannot be returned. The weight used to calculate prices shall be that determined by the supplying facility unless an official weighing performed by the railway operator is requested and paid for by the customer. In the event of delayed settlement or in the event that bankruptcy proceedings are initiated, or an application for bankruptcy is refused due to a lack of assets, or in the event of the purchaser going into administration or receivership, any discounts granted or other forms of remuneration shall become null and void and these shall be invoiced retroactively.
4. Terms of payment
With the exception of any special agreements, invoices shall become payable in cash upon receipt and in full to the bank determined by the seller in the agreed currency. Any acceptance of a cheque or a bill of exchange shall always be on account of payment. All bank charges and fees levied in the course of such transactions, such as collection fees or discount charges, shall be borne by the purchaser. In the event that the purchaser fails to make due payments in good time, then interest on arrears and charges, each of which shall be subject to VAT, shall become payable and be calculated on the basis applied by major Austrian banks to outstanding debts. The purchaser shall not be entitled to withhold or counterbalance payments in the event of warranty or other claims. Payment shall be deemed to have been made on the day upon which the seller is able to dispose of the funds transferred.
The seller has the right to withdraw from a contract consisting of several consignments in the event that the purchaser fails to pay for previous consignments or in the event that the seller becomes aware of any deterioration in the financial circumstances of the purchaser unless the remaining consignments are paid for in advance. Should the purchaser be in arrears with the settlement of an invoice, then all outstanding invoices issued and dated later shall immediately fall due irrespective of the previous agreed term of payment.
All goods supplied by the seller shall remain the property of the same until such time as all invoiced amounts including any interest and charges are settled in full. Until this point in time, the purchaser is only entitled to resell, process, reprocess or otherwise work the goods upon receipt of written authorisation to do so issued by the seller, except in those cases where the goods are intended to be re-sold, processed, reprocessed or otherwise worked. In such cases, the seller shall assume co-ownership of the resulting product. As collateral, the purchaser commits to assign to the seller the former’s rights associated with the resale of the goods and to make appropriate notations in its accounts or on the relevant invoices. In the event that the purchaser resells the goods in return for cash, then the same commits to hold the monies received from the resale on the account and in the name of the seller. In the event of any seizure or other distraint imposed on the goods, the purchaser shall be obliged to disclose the ownership of the seller and to notify the same without delay.
5. Samples and analysis
Samples supplied by the seller shall be regarded as representative, non-binding samples. Data provided by the seller relating to analyses, sieving and fineness shall also be regarded as approximations and non-binding in nature.
6. Delivery time
In the event of a deterioration of the currency quoted on the order confirmation, the seller reserves the right to impose a surcharge equivalent to the difference between the par value of the currency on the order confirmation and the actual payment received. The delivery period shall always be regarded as a guideline and is non-binding on the seller. Interest on arrears or any other claims for compensation based on delayed deliveries shall not be accepted by the seller.
In the event that the goods are not collected from the mill if and as agreed, then the seller shall have the right to claim compensation, to store the goods as its sees fit at the expense of the purchaser, and to invoice for the goods as if supplied ex works and immediately due for settlement.
In the event that force majeure of any form or an interruption of operations or limited operation such as a strike, breakdown or the like, a closure of the railway tracks or the failure to make available rolling stock in a timely manner, a lack of packaging materials, electrical power, coal, other supplies, labour, regardless of the extent, or any of the aforementioned events occur at the premises of the seller or the purchaser, or a lack of raw materials in as far as this is the result of the aforementioned events or other unforeseen events, a decline in the value of the currency quoted on the order confirmation or similar events, then the seller shall be entitled to discontinue, limit or delay the agreed deliveries without the purchaser being entitled to claim compensation. Part deliveries are permissible.
7. Transfer of risk and insurance
All risks shall be transferred to the purchaser following loading such that the seller cannot accept any liability for any loss of weight or other losses in transit even in the case of prepaid deliveries. On request and at the expense of the purchaser, deliveries can also be insured to the extent requested by the same.
With the exception of losses in transit, for which, as set out in the preceding point, the seller refuses to accept any liability, the purchaser is required to notify the seller of any defects or lack of quality without delay and in writing in order for such complaints to be taken into consideration by the seller. The complaint is to be accompanied by a sample of the goods in question and a copy of the label printed on the sack including the product type and code. Alternatively, the purchaser may, instead of sending a copy of the label, return an empty paper bag in which the goods in question were contained. The results of the following investigation / analysis shall form the basis for establishing the grounds for complaint. In the event that the purchaser accepts the grounds for complaint, the same commits to either grant a reduction in price or to accept the return of the goods. A return of the goods to the mill is, however, associated with considerable freight costs and is therefore subject to the explicit agreement of the seller. Additional claims for compensation asserted by the purchaser, in particular claims for consequential damage, shall not be accepted. Liability for damage to property as a result of product deficiencies shall, in as far as this is legally permissible, be excluded for all companies involved in the manufacture and sale of the goods in question. The purchaser (customer) commits to exempt the seller from liability vis-à-vis the next contractual partner or to include the seller in the exemption clause agreed with the next contractual partner. The purchaser shall indemnify and hold the seller harmless for any failure to do so.
9. General terms
Any terms and conditions deviating from those contained herein shall be invalid unless explicitly agreed to by us.
Any disputes arising hereunder shall be settled before a competent court of law in Graz, Austria. The seller is entitled, however, to file suit in the legal domicile of the purchaser.
The applicable regulations under the Austrian Civil Code shall apply in all matters between the purchaser and the seller not otherwise regulated in these terms and conditions or in written agreements concerning deviations from the same.