Tecbit is a registered commercial company. Unless otherwise stipulated in the following General Terms and Conditions of Sale and Business, legal transactions with us are subject to commercial law and custom. Our delivery shall be effected solely on the basis of our General Sales and Delivery Conditions, which hereby form an integral part of contracts and are also therefore binding upon our contracting parties. References to General Terms and Conditions of Sale and Business by contracting parties in orders or other documents that precede the order, which deviate from ours, shall not be deemed to have been added.
Our confirmation of order in writing shall be authoritative for the scope of obligation to deliver. All orders shall be deemed to have been accepted only if they have been confirmed by us in writing, by facsimile or e-mail. Ancillary agreements, exceptional conditions, and subsequent amendments to the contract shall likewise require our confirmation in writing. Terms and conditions that contradict our General Terms and Conditions of Sale and Business shall only be acknowledged by us if we have expressly confirmed this in writing.
Delivery deadlines shall then be legally binding if set down in the confirmation of order, and confirmed by us in writing as "fixed" or "binding". In the absence of any other agreement, our delivery deadlines shall remain subject to review.
The delivery deadline shall prevail, unless circumstances occur which are unforeseeable or beyond the will of the contracting parties, such as all instances of force majeure which impede compliance. Such circumstances shall also include armed conflicts, interventions and prohibitions on the part of official bodies and authorities, delays in respect of transport and customs clearance, loss in transit, energy and raw material shortages, or furthermore rejection of a substantial or significant part of the work, labour disputes, or the loss of a major sub-contractor who is difficult to replace; the same shall apply even in the event of such circumstances arising in the case of sub-contractors. The onset of such impediments shall entitle us to postpone the deliveries by the period of the impediment, or to cancel the contract of sale, if unfulfilled, at our discretion.
Any deterioration in the Purchaser's financial circumstances which arise after conclusion of the contract shall entitle us to withdraw from the contract at any time, and shall release us from the obligation to effect delivery.
In the event of the agreed delivery deadline being exceeded by more than 8 weeks due to our demonstrable fault alone, then the Purchaser shall be entitled to rescind the contract. This right of rescission, however, shall be conditional upon the Purchaser notifying us, by registered letter, of his intention to exercise the right of rescission at least 14 days prior to exercise thereof. If the delivery is effected within this period, the right of rescission shall not apply.
Cancellations or postponements by the Purchaser will be only accepted after consultation and written confirmation of tecBiT Handelsges.m.b.H.
In the event of delayed acceptance by the Purchaser, we shall be entitled to set a subsequent period of grace of at least 14 days and; following ineffectual expiry of this period of grace, we shall be entitled either to claim the purchase price, without the opportunity to raise a concurrent objection, to withdraw from the contract, or to claim compensatory damages for non-fulfilment being open to the Purchaser. The rights in respect of delayed acceptance shall be due to us without reminder or the granting of a period of grace if the Purchaser has submitted an application for the institution of composition proceedings, or if he or one of his creditors petitions for bankruptcy.
Any deterioration in the Purchaser`s financial circumstances which arise after conclusion of the contract shall entitle us to withdraw from the contract at any time, and shall release us from the obligation to effect delivery.
In the event of our demanding compensatory damages due to non-fulfilment, we shall be entitled to claim 10 % of the agreed purchase price by way of compensatory damages, without further proof being required; the right to claim higher damages is reserved.
The delivery shall be effected only on the basis of these General Sales and Delivery Conditions, which the Purchaser hereby acknowledges as binding on him. The merchandise shall be transported on the account and at the risk of the Purchaser. Insurance for deliveries shall be effected only at the express wish of Purchaser, and on his account. The weights determined at the departure point shall be regarded as binding upon both parties. We reserve the right to effect excess or short deliveries of up to 10%.
The Purchaser shall be obliged to accept the delivery on the agreed date. In the event of unjustified return of merchandise free of defects, the Purchaser shall bear all dispatch costs, appropriate storage costs, and additional packing costs. Return of the merchandise shall not exempt the Purchaser from the obligation to pay the invoice. In the event of the invoice not being paid, as a result of the merchandise being returned, we shall be entitled to pass on the bank charges we incur for outstanding accounts until the day of final payment.
Unless otherwise agreed in writing, call-up orders or master orders are to be fulfilled within one year of the confirmation of order being issued. We shall notify the Purchaser of the maturity date by facsimile, e-mail or letter. Merchandise that is not called up by the maturity date shall be stored at the expense and risk of the Purchaser, at our premises, from the maturity date, and we shall be entitled to charge on storage costs and the bank charges we incur for outstanding accounts, for the invoice value of the goods not called up. After a further three months have expired, we shall be entitled to utilise the merchandise elsewhere, and to invoice the Purchaser for the interest, storage costs, and charges incurred, as well as any income deficit, up until final utilisation.
The technical information that we provide is to be regarded as approximate. We reserve the right to effect modifications or design improvements at any time.
Complaints regarding the quality, type, or quantity of merchandise are to be notified to us in writing immediately on receipt of the goods; hidden defects shall be subject to the provisions of the Commercial Code with regard to the requirement for the Purchaser to give notice of defects. In the event of any modifications to the merchandise being carried out by the Purchaser, then any obligation to effect replacement on our part shall expire.
Items which are the subject of complaint are to be returned to us carriage and postage paid or retained for inspection by us, at our discretion. In the event of the complaint being justified, we shall, upon return of the defective items, provide replacement free of charge and carriage paid, or carry out rectification of the defect, at our discretion. Claims for rescission of contract or for reduction of the purchase price or for compensatory damages shall be excluded.
Liability in respect of defects shall not relate to natural wear and tear, damage resulting from incorrect or negligent handling, or excessive strain, and the action of chemicals or electricity, which occur through no fault of ours or of our suppliers.
The Purchaser acknowledges and agrees that, in the event of assertion of a warranty claim by the Purchaser, we shall be entitled to transfer remedying of the asserted defect to an expert company to be named by us, with all rights and obligations, and with the effect of discharging us of our liability.
We shall only be liable for damages if the Purchaser can prove wilful damage or gross negligence to us. Liability for minor negligence, compensation for consequential loss, such as production stoppages or production shutdowns, expenditure for additional work by the Purchaser and concomitant expenses, compensation for financial loss, savings not achieved, interest rate losses, and compensation for damages arising from third-party claims against the Purchaser shall be excluded.
Prices shall apply ex-depot Eisenstadt, including packing, in Austrian Schillings, unless otherwise agreed. The respective prevailing statutory value added tax shall be added. Prices are based on the cost situation and rates of exchange at the time of our confirmation of order; in the event of cost changes and/or changes in the rates of exchange arising by the delivery date, then the latter shall entitle us to effect a commensurate price adjustment.
In the event of the business transaction being concluded in a foreign currency, the conversion shall be effected on the basis of the rate of exchange for the foreign currency as published by the Austrian National Bank on the date of our confirmation of order, or on the date of delivery, at our discretion, whereby the Purchaser shall bear the exchange rate risk.
If it is not possible to comply with the agreed method or channel of payment, then the Purchaser shall be obliged to inform us thereof immediately by registered letter, facsimile or e-mail, and to present us with suggestions for handling the payment. Thereafter payment is to be effected at our discretion.
Unless agreed otherwise in writing, payments shall be effected exclusively to the payment agencies designated on the invoices. Unless we have confirmed otherwise to the Purchaser in the confirmation of order or on the invoice, our invoices are to be paid within 14 days of the date of invoice, without any deductions.
In the event of payment being made by bills of exchange, cheques, or other forms of payment order, the costs for negotiation and collection shall be borne by the Purchaser. Bills of exchange shall be accepted only with our prior agreement, but in any event only subject to the possibility of negotiation, and only for the purpose of payment. Payment by bill of exchange shall not be deemed cash payment. The Purchaser shall not be entitled to withhold or offset payments, even on the grounds of complaint regarding the delivery or any possible counter-claims, without our prior consent; the Purchaser must possibly assert any such claims by means of a specific action.
In the event of the agreed payment dates being exceeded, the consequences of default shall ensue, without the need for a prior reminder. Whilst reserving the right to assert further claims, the Purchaser shall undertake to pay default interest of one percent per month, and to reimburse all costs of reminders and collection procedures. Default in payment shall entitle us to withdraw from any sales obligations that have not been performed; it furthermore gives us the right to demand the return of merchandise that has already been delivered, without withdrawing from the contract.
In the event of the Purchaser experiencing difficulties in effecting payment, in particular also in the event of payment default, the Purchaser's cheque or bill of exchange proceedings with third parties, judicial attachment of the Purchaser's assets and, in the event of a deterioration in the Purchaser's assets, we shall be entitled to effect further deliveries only against payment in advance, to demand immediate payment of all outstanding invoice amounts, even if they have an agreed or postponed payment date, and to demand cash payments or sureties against the return of the bills of exchange accepted by way of payment. Further rights deriving from the default in payment shall remain unaffected hereby.
All merchandise supplied to the Purchaser by us or on our behalf shall remain our property, even in the finished state, until fulfilment of all claims against the Purchaser due to us, including ancillary claims and settlement of any account balance. All settlements shall therefore be deemed to be one settlement for this purpose.
Until processing, where applicable, our merchandise is to be kept separate from the Purchaser's other stocks, and indication is to be provided at the place of storage, by way of a notice, that this merchandise is the property of Tecbit Handeslgesmbh, A-7000 Eisenstadt. This merchandise may be used, installed, resold, offered in pledge, or assigned to third parties by way of surety only after payment has been effected.
Irrespective of these conditions, should this merchandise be processed prior to payment, we shall be due joint ownership of the new objects which ensue from processing proportionate to the value of the goods which are subject to retention of title compared to that of the other processed goods at the time of processing. The same shall otherwise apply to the new items that ensue from processing as it does to the merchandise subject to retention of ownership, within the terms of these Conditions.
If, irrespective of the reference to our ownership, these goods should be pledged, seized or otherwise affected by an official or judicial order or action, the Purchaser shall be obliged to notify us thereof in writing within 48 hours, i.e. by way of facsimile or e-mail, or by registered letter, giving precise details of the creditor, of the intervening authority or the court, and the respective case number. We reserve the right, irrespective of rescission of the contract of sale, to pursue our claim to title ourselves in this case.
If we are unable to enforce our right of ownership due to failure to provide timely and proper notification, then we shall be reimbursed the full invoice value of the goods and the cost of our unsuccessful efforts.
In the event of the Purchaser ceasing to effect payments, or intending to institute insolvency proceedings, or if a petition for bankruptcy is filed against him by a third party, he shall be obliged to notify us thereof immediately, and to send a list of the merchandise subject to our retention of title which is still disposable, even if it has been processed, and to assist us in safeguarding or collecting our property.
The place of performance and jurisdiction for all disputes arising from the contractual relationship, and for procedures deciding claims arising from bills of exchange and cheques, shall be Eisenstadt. Austrian law shall prevail for the contractual relationship. We shall be entitled to assert our claims also before the competent authorities and courts local and pertinent to the Purchaser.
Should individual provisions of these General Sales and Delivery Conditions being rendered invalid, in whole or in part, the validity of the remaining conditions shall not be thereby affected. The invalid provision shall be replaced by that which most closely resembles this provision, according to commercial law or commercial usage.
Ancillary agreements shall be required to be in writing in order to take effect; verbal ancillary agreements shall accordingly be deemed not to constitute valid agreements; this shall also apply to the waiving of the formal requirement for the use of the written form in such agreements.