General Terms and Conditions
1. General
These General Terms and Conditions apply to all contractual relationships between Teko-plastic Kunststoffwerk E.Schröck Gesellschaft m. b. H. , FN 65862g and its contractual partners (here in after referred to as CP). Teko-plasticcontracts exclusively with the present GTC, deviations from these conditions, in particular in the GTC of the CP, onlyapply if they are expressly acknowledged and confirmed by Teko-plastic in writing. The present General Terms andConditions shall be deemed to have been accepted by placing an order or by accepting the delivery. Amendments to theseterms and conditions by mutual consent shall be made in writing.
2. Offers and conclusion of contracts
All offers of Teko-plastic are always subject to change and without obligation. Declarations of acceptanceand orders must be in writing, whereby the contract is concluded by the order confirmation from Teko-plastic. Estimatesare non-binding and free of charge.
3. Price-term of payment-delivery-takeover
The calculation of deliveries of goods is made at the prices valid on the day of delivery. Unless otherwise agreed, the prices are from our factory or delivery warehouse, i. e. ex works. Collection and shipping costs from there are to beborne by the CP. Payments are due for payment after receipt of invoice within 10 days from invoice date. In the event oflate payment, 10% interest above the respective base rate is agreed as default interest. The CP shall only have rightsof retention and set-off if the claims have been recognised or legally established. In the event of the opening ofbankruptcy or settlement proceedings concerning the assets of the CP, Teko-plastic is entitled to offset all granted specialdiscounts, rebates and bonuses which have accrued during the period of the business relationship between the parties tothe contractor to file for insolvency proceedings; in this case, no time restrictions of any kind shall apply. Delivery timesand deliverydates of Teko-plastic are non-binding. The delivery period begins on the date stated in our order confirmation, but not before complete clarification of all execution details. The agreed delivery period is extended – without prejudiceto our rights arising from the default of the VP – by the period by which the VP is in default with its obligations arisingfrom this or another contract. This applies analogously if a delivery date has been agreed. If Teko-plastic is in default, the CP shall set a reasonable grace period and may only withdraw from the contract after the expiry of this grace period ifthe goods have not been reported as ready for dispatch by that time. Claims for damages arising from non-compliancewith delivery deadlines or delivery dates are excluded, unless these are based on intent and gross negligence. Events offorce majeure entitle Teko-plastic to postpone delivery for the duration of the impediment and a reasonable start-upperiod, or to withdraw from the contract due to the part not yet fulfilled. Force majeure means strikes, lockouts, delays inthe delivery of essential raw materials and auxiliary materials and other circumstances which make the delivery of Teko-plastic considerably more difficult or otherwise impossible, regardless of whether they occur at Teko-plastic itself or at asupplier. If the CP is in arrears with the payment of amounts due, Teko-plastic is entitled to withhold further benefits. The CP may not derive any rights from the extension of the delivery periods and the freedom of performance of Teko-plastic, in particular no claims for damages due to non-performance, in so far as they are not based on intent orgross negligence. All receivables of Teko-plastic (regardless of the duration of e. g.accepted and credited billsof exchange or cheques) are due for payment immediately if a payment deadline is not met or if the CP violates any othercontractual agreement, or if Teko-plastic becomes aware of circumstances which are likely to reduce the credit worthinessof the CP. Furthermore, Teko-plastic is entitled in such a case to carry out outstanding deliveries and services only againstadvance payment or security and to withdraw from the contract after setting a reasonable grace period or to demandcompensation for non-performance. Teko-plastic is also entitled to prohibit the resale of the goods delivered underretention of title, to demand their return or the transfer of indirect ownership at the expense of the CP and to revoke acollection authorization. The right of Teko-plastic to demand the return of the goods is not affected by the limitation of thepurchase price claim.
4. Warranty and compensation
The CP must notify us of defects in writing immediately after receipt of the goods at the place of destination. If thesubject of the delivery or service is defective, Teko-plastic is entitled to correct the defect at its own discretion or toprovide are placement delivery. Warranty claims beyond this are excluded. The warranty period is reduced to 3 monthsby mutual agreement and begins on the day of delivery. Teko-plastic is liable for breaches of contractual and non-contractual obligations, in particular due to impossibility, delay, fault at the conclusion of the contract and unlawful actsonly in cases of intent and gross negligence limited to the typical contractual damage foreseeable at the conclusion of thecontract. Liability for loss of profits or loss of production as well as for non-material damage is excluded in any case.
5. Retention of title
All deliveries and services remain the property of Teko-plastic until all receivables from the business relationship havebeen paid in full. The CP is obliged to protect the supplies and services against depreciation and to insure against fire, burglary and theft at his own expense. He may not pledge them or assign them as security. If the goods are seized or confiscated, Teko-plastic must be notified immediately and the enforcement officer and the pledgee must also be informedof the retention of title. Handling and processing of the goods delivered under retention of title is carried out for us asa manufacturer. The processed goods are considered as reserved goods. In the event of processing, combining and mixingof the reserved goods with other goods by the CP, we shall be entitled to co-ownership of the new goods in proportion tothe invoice value of the other goods used. If our ownership expires as a result of combination or mixing, the CP shallalready transfer his ownership rights to the new stock or item to the extent of the invoice value of the reserved goods andshall keep them for us free of charge. The resulting co-ownership rights shall also be regarded as reserved goods. Goodsdelivered under retention of title may only be sold up on transfer of the retention of title to third parties. If it issold against payment, the cash received shall, in so far as it does not represent the seller’s earnings, be transferred to Teko-plastic at the time of receipt by the seller. The cash must be delivered immediately and kept separately until then. In thecase of resale with credit for the purchase price, the CP already assigns to Teko-plastic all future claims for payment ofthe purchase price from the resold retention-of-title goods against its customer. The VP is entitled to collect the assignedreceivables from the resale until we revoke it at any time. Insofar as the claims of Teko-plastic are due, the CP is obligedto pay the collected amounts immediately. The CP is not entitled to assign the claim under any circumstances. At therequest of Teko-plastic, the CP is obliged to notify the Customer of the assignment to Teko-plastic without delay andto provide proof of such notification as well as to send the information and documents necessary for the collection of theassigned receivables with such notification. The retention of title remains even if individual receivables of Teko-plasticare included in a current invoice and the balance is drawn and acknowledged.
6. Choice of law and venue
For all disputes exclusively Austrian law and the competence of BG Weiz is agreed.
