Terms and Conditions

General Terms and Conditions for the Delivery of Steel Structures, Hoisting Equipment, Conveyor Systems, Tools, and Similar Machinery. Based on the terms and conditions of the Austrian Association of the Machinery, Steel, and Iron Construction Industry.

A. Binding Nature of the General Terms and Conditions of Delivery

Deliveries are made solely in accordance with the following terms and conditions, which are deemed to have been accepted upon placement of the order and are binding on both the supplier and the purchaser. Any deviating agreements require the supplier’s express written confirmation to be valid.
Offers are subject to change; items may be sold to another buyer.

B. Scope of the Obligation to Deliver

The scope of delivery shall be determined by the written order. Any collateral agreements or amendments must be confirmed in writing by the supplier.
Safety devices are included in the delivery to the extent that this has been agreed upon.
The relevant regulations apply to electrical equipment.
The documents accompanying the offer, such as illustrations, drawings, and weight specifications, are only approximate unless they are expressly designated as binding. The supplier reserves ownership and copyright to cost estimates, drawings, and other documents; they may not be made available to third parties. Design drawings will not be provided.

C. Prices and Payment Terms

Prices are calculated based on the wages and material costs in effect at the time the price is quoted. Should there be any changes in this regard by the time of delivery, the supplier reserves the right to adjust the final prices, unless fixed prices have been expressly agreed upon.
Unless otherwise agreed, payments shall be made in cash, without any deductions, to the supplier’s designated payment address, as follows: at least one-third upon receipt of the supplier’s order confirmation; one-third when the main components are ready for shipment and the purchaser has been notified thereof; and the remainder of the invoice amount within one additional month.
Bills of exchange are accepted by the supplier not in lieu of payment, but only as a promise to pay—on account of payment.
If a payment due date is missed, subject to the assertion of other rights and without the need for a formal notice of default, interest shall be charged for the period of default at a rate of 1 percent above the officially recognized bank discount rate for the supplier’s place of business, but at least 5 percent per annum.
The withholding of payments on the basis of warranty claims or other counterclaims by the purchaser that are not recognized by the supplier is not permitted.
If, during the preparation for shipment or installation of the purchased goods, the buyer defaults on its payment obligations, or if the supplier receives information regarding the buyer’s creditworthiness that is less favorable than that available at the time the contract was concluded, the supplier shall have the right to suspend the preparation for shipment or installation, as well as to remove both installed and uninstalled equipment components after dismantling, regardless of whether the buyer has any counterclaims against the supplier.

D. Retention of Title

All delivered goods remain our property until the buyer has fulfilled all payment obligations, and ownership is transferred to the buyer only after the buyer has fulfilled all payment obligations, including, in particular, the cashing of all bills of exchange given to us.
As long as the retention of title remains in effect, any sale, leasing, or other transfer of the goods is permitted only with our written consent; in such a case, the purchaser subject to retention of title hereby assigns to us in advance, by way of security, any claims for the purchase price against third parties arising from any resale.
Exercising the right of retention of title does not terminate the contract itself, unless we demand the return of the goods delivered under retention of title upon withdrawal from the contract, in which case the buyer subject to retention of title must bear the associated costs and fees.
The buyer subject to retention of title is obligated to insure the goods subject to retention of title against fire, water damage, and theft for an amount equal to the purchase price.

E. Delivery Timeframe

The delivery period begins upon receipt and verification of all documents and upon receipt of the down payment; it is deemed to have been met if the customer is notified that the items are ready for shipment within this period. Compliance with the delivery period is contingent upon the purchaser’s fulfillment of its contractual obligations.
Partial deliveries are permitted.
Unforeseen events beyond the supplier’s control, such as operational disruptions, defective production—whether at the Supplier’s own facility or at a subcontractor’s—shall extend the delivery period reasonably, provided that these events have a significant impact on the timely fulfillment of the entire contract or the portion of the contract that is due in the near future. The supplier shall not be held responsible for the aforementioned circumstances even if they arise during a period of delay that has already begun. In important cases, the supplier shall notify the buyer of the start and end of such changes as soon as possible after becoming aware of them.
The delivery deadline is considered to have been met in the following cases:
a) upon notification that the goods are ready for shipment,
b) upon shipment of the goods by the supplier.

F. Transfer of Risk

The risk passes to the purchaser no later than when the delivered items are shipped, even if partial deliveries are made or if the supplier has assumed the shipping costs or installation. However, if shipment is delayed for reasons beyond the supplier’s control, the risk passes to the purchaser upon notification that the goods are ready for shipment. If, however, the supplier also installs and commissions the equipment, the transfer of risk does not occur until the equipment is operational.

G. Liability for Defects in the Delivery

Unless the purchaser has arranged for modifications or repair work on its own initiative, the supplier shall be liable for defects in the delivery—including the absence of warranted characteristics—as follows, to the exclusion of any further claims:

All parts that, under normal single-shift operation within 12 months (or within 6 months under multi-shift operation), after the transfer of risk become unusable or have their usability significantly impaired as a result of a circumstance that occurred prior to the transfer of risk—in particular due to defective design, poor-quality materials, or faulty workmanship—such defects must be verifiable. The Supplier must be notified in writing of the discovery of such defects without delay, but no later than 14 days after receipt of the goods.
If shipment is delayed through no fault of the supplier, liability shall expire no later than 18 months after receipt of the notice that the goods are ready for shipment. Any replaced parts shall become the property of the supplier. The supplier shall not be liable for defects other than those listed here, whether they are material defects or defects of title, and the supplier expressly rejects, in particular, all further liabilities and claims for damages or loss of profits of any kind, including reimbursement of manufacturing and freight costs incurred.
A prerequisite for liability is the fulfillment of the contractual obligations incumbent upon the purchaser, in particular the agreed-upon terms of payment.
The purchaser shall grant the supplier the necessary time and opportunity to make any changes the supplier deems necessary, as well as to deliver replacement machines or replacement parts; if the purchaser refuses to do so, the supplier shall be released from liability for defects.
No liability is assumed for delivered parts that are subject to premature wear and tear due to their nature or the manner in which they are used; nor is liability assumed for damage resulting from natural wear and tear, improper or negligent handling, excessive strain, unsuitable operating materials, defective construction work, defective work on the foundation masonry, or unsuitable building site conditions, nor for damage resulting from temperature fluctuations, weather conditions, chemical, electrotechnical, or electrical factors, or other natural influences.
If the supplier does not acknowledge a notice of defect that was filed in a timely manner, the purchaser’s right to assert claims for defects shall, in all cases, expire 6 months from the date of the timely notice, but no earlier than the expiration of the warranty period.
A warranty for chains, wire ropes, rubber and fabric belts, steel strips, and other third-party products can only be provided to the extent that their manufacturers also provide such a warranty to the factories. However, the supplier is liable for the proper selection and calculation of these third-party products.
However, the supplier’s warranty obligation does not extend to defects resulting from materials supplied by the buyer or from a design specified by the buyer.
If the supplier makes a warranty regarding power requirements or output, such warranty shall still be deemed fulfilled if the power requirements are exceeded by no more than 10 percent and the output falls short by no more than 10 percent.
The speed figures specified by the supplier do not include start-up times; deviations from the specified speeds of up to +/- 10 percent are permissible.
The supplier is not liable for any malfunctions that may occur during electrical operation due to the effects of the inrush current on the control unit and the lamps connected to the power supply, as these effects depend on the type and size of the control unit as well as the operation of the control device.
The provisions regarding delivery time and liability apply mutatis mutandis to repair work and replacement parts; liability extends only until the end of the warranty period for the original item delivered.

H. The Purchaser’s Right to Cancel or Seek a Price Reduction

If it becomes impossible for the supplier to perform the contract in whole or in part, the purchaser may rescind the contract in the event of total impossibility, or demand a reasonable reduction in the price in the event of partial impossibility.
The purchaser may also rescind the contract if the supplier has allowed a reasonable grace period—granted to the supplier for the rectification or correction of a recognized or proven defect for which the supplier is responsible, as defined in the terms of delivery—to elapse without result.
The purchaser may declare withdrawal only if the defect substantially impairs or precludes the purchaser’s interest in the delivery.
If, under a supply contract, the supplier’s work is suspended at the request of the purchaser, the purchaser is obligated to reimburse the costs incurred to date within 4 weeks, less any down payment that may have been made.
Any further claims by the customer are excluded.

J. Supplier’s Right to Withdraw

In the event of unforeseen circumstances as defined in Section E of the Terms and Conditions of Delivery, provided that such circumstances significantly alter the economic significance or the nature of the service or have a significant impact on the Supplier’s operations, and in the event that it subsequently becomes impossible to perform the contract, the Supplier shall be entitled to withdraw from the contract in whole or in part. The Purchaser shall have no claim for damages arising from such a withdrawal. If the Supplier intends to exercise its right of withdrawal, it must notify the Purchaser immediately upon becoming aware of the significance of the event, even if an extension of the delivery period had initially been agreed upon with the Purchaser.

K. Place of Performance and Jurisdiction

The Supplier’s place of business shall be the place of performance for delivery and payment. The Supplier’s place of business is agreed upon as the venue for all disputes arising directly or indirectly from the contractual relationship. However, the Supplier retains the right to bring an action at the Purchaser’s place of business as well. For all matters between the Purchaser and the Supplier, insofar as they are not governed by the foregoing General Terms and Conditions of Delivery or by written agreements deviating therefrom, the relevant provisions of Austrian civil law shall apply.

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ING. VOITH, Traun