Conditions of Sale and Delivery
Applicable to the fields of fruit processing/fodder/processing/environmental technolgy
1. The offers, deliveries and services of voran Maschinen GmbH, A-4632 Pichl/Wels, hereinafter referred to as “seller”, are effected exclusively on the basis of the conditions specified hereafter, even if not expressly mentioned in oral discussions or on the telephone. Any deviations from these conditions must be expressly confirmed by us in writing in order to be valid.
2. Any conditions of purchase of the buyer are herewith expressly objected and shall not be binding upon us, not even, if we do not object them again on entering into the contract. By the time of receiving our goods our Conditions of Sale and Delivery are deemed to be expressly accepted.
3. Any prohibition of assignment as may be set forth in our customers’ “General Terms of Business and Purchase” as well as any other terms of contract concerning the assignment of claims are deemed to be void.
Transactions on a commission basis:
1. If goods are not sold but delivered on a commission basis, the following shall apply:
a) The commission agent is obliged to store the goods delivered to him properly and in such a way that they can be sold as new by voran in case they have to be taken back.
b) The commission agent shall be liable for any decrease in value of the device that occurred in his sphere of responsibility, either by weathering or poor storage or rather for culpable damage of the device
c) Any parts missing as well as any decrease in value shall be paid by the commission agent within 14 days after written notification on the basis of the valuation stipulated by voran.
d) The respective goods on consignment shall be documented in the books of the commission agent as goods on consignment specifying the type and equipment of the machine.
e) voran shall be free at any time to inspect or have inspected the delivered goods for their number of items and condition.
f) Until payment in full voran retains title to the object of delivery handed over on a commission basis, which shall become the property of the commission agent only after payment in full.
2. The commission agent shall be entitled to resale under the following conditions:
a) The commission agent shall inform voran of each resale immediately, however not later than 8 days after placement of the order on the part of the customer.
b) In case of resale without voran having been informed within a period of 8 days, voran shall be entitled to call in from the commission agent the full sales price including default interest.
c) For any resale and/or taking over by the commission agent proper these Conditions of Sale and Delivery shall apply.
3. If a commission period has been agreed for the respective goods on commission, voran shall be entitled after elapse of this period to call back the goods or to extend the period of commission. If no period of commission has been agreed, voran shall be entitled to dispose of the goods at any time. Any return consignment on the part of the commission agent is subject to the express consent of voran and shall be effected by the commission agent free of charge and freight paid.
4. On the commission agent’s request the sold devices shall be replaced as far as possible by new deliveries.
II. Conclusion of the contract
1. The order shall be considered as finally accepted and irrevocable with transmission of the order confirmation. Any alterations and amendments of this agreement must be confirmed by voran in writing in order to be valid.
2. Any dimensions, weights, capacities, prices and similar as specified in price lists, catalogues, leaflets and other publications are not binding.
3. Any offers of the seller are subject to confirmation and to prior sale.
4. The seller reserves modifications of design at any time, without being obliged to install such modifications in products that have been finished before any such modification of design. The warranted characteristics of an object of delivery are restricted to those expressly warranted in the confirmation of the order.
5. The orderer shall be bound by the seller’s confirmation of the order. If there is any well-grounded doubt regarding the solvency, the seller shall be entitled to either retain the delivery until payment in full of the purchase price or to resign from the contract.
6. If the seller’s confirmation of the order deviates from the order, either written or oral, by telephone or telegram, the deviation shall be deemed to be accepted by the orderer, if the seller is not informed to the contrary within 10 days after dispatch of the confirmation of the order.
7. The seller undertakes not to resell the purchased subject abroad, neither directly nor indirectly, neither in the same nor in any modified form.
1. All prices are subject to confirmation, are quoted in EURO and are, for Austria, including packing for means of transport, free trader, not unloaded, and ex works in case of destinations abroad. Goods of a net order value less than € 1.000,- as well as accessories and spare parts are deemed to be sold ex works storage. Orders less than € 50,- are invoiced gross for net, i.e. there are not any discounts granted.
2. For final accounting the prices valid on the date of delivery are taken as a basis.
3. Prices are only valid for deliveries within Austria. For deliveries in all other countries are partly other prices valid due to changed costs for transport, packaging, fees etc.
IV. Dispatch and passing of the risk
1. Delivery is deemed to be completed when the object of delivery has been handed over to the carrier or forwarder. All deliveries are made at the risk of the buyer, even in case of deliveries with freight paid.
1. The dates and terms of delivery are not binding. The term of delivery commences on the date of the confirmation of the order, provided, however, that all documents and pieces of information to be provided by the orderer have been received by the seller.
2. The seller is entitled to carry out part deliveries or early deliveries and is entitled to realize modifications of design even during the term of delivery.
3. Events of force majeure including a lack of raw material and industrial action give the seller the right to defer the fabrication and delivery by the period of obstruction including a reasonable starting period or to resign from the contract with respect to the part of the contract not yet fulfilled, without any claims of compensation whatsoever arising thereof for the orderer.
4. If the buyer resigns from the purchase agreement entered into with legally binding effect for whatever reason, the seller shall have the right to claim a cancellation fee of 10 % of the gross sales price in case of series production; in case of custom-built parts the fabrication costs incurred may be claimed additionally, in which case the already fabricated parts are at the buyer’s disposal.
5. If there is a delay in delivery for which the seller is liable, the buyer may either claim performance or declare rescission from the contract after granting a reasonable period of grace of at least four weeks. The declaration of rescission must in any case be sent by registered letter. In this case the buyer is entitled to repayment in full of his payments on account, however not including any claims for interest and without being entitled to any claim for compensation of whatever kind because of the delay in delivery.
1. All payments must be made exclusively to the seller, as provided by the agreed terms of payment. If no terms of payment have been agreed, the purchase price and other receivables of the seller are due for payment immediately after invoicing. Regardless of the means of payment used, settlement shall only be deemed to have been made once the full amount has been irrevocably credited to the seller's account.
2. The buyer is not entitled to retain payments because of warranty claims or other counterclaims not accepted by the seller.
3. If the buyer is in default with respect to the agreed payments, the seller may:
a) defer the performance of his own contractual obligations,
b) claim an extension of the term of delivery,
c) apply a loss of date to the outstanding rest of the purchase price and
d) immobilize the delivered/installed goods via already deposited control program or a control program programmed via subsequent access,
e) charge default payment amounting to 8 % exceeding the applicable bank rate, or resign from the contract after granting a reasonable period of grace of at least two weeks.
4. Moveover, any dunning costs and collection costs have to be borne by the buyer.
Vll. Reservation of title
1. Until payment in full of all accounts receivable due to him under the business relation with the buyer, regardless of the legal title and time of arising thereof, the seller retains title to all goods delivered by him. This shall apply in articular to the settlement of any balance of a current account and/or, in case of acceptance of bills of exchange or cheques, until final payment thereof without any further recourse.
2. The contracting party may process or resell the materials delivered by the seller in the ordinary course of business. As long as there is a reservation of title existing, the machining or processing of the goods subject to reservation of title may be performed on behalf of the seller. The seller is entitled to ownership or co-ownership in the new objects thus created. In case of joining or mixing of the goods subject to reservation of title with other things the seller is entitled to co-ownership in the new things in proportion to the value of the goods subject to reservation of title and the value of the other things at the time of joining and/or mixing. The things created by processing or joining and/or mixing are deemed to be goods subject to reservation of title as defined by these provisions. In case of resale the contracting party assigns to the seller already at this time any accounts receivable out of the resale of the delivered goods to any third party. The contracting party is entitled to dispose of the goods subject to reservation of title in case of resale with deferment of the purchase price only, if he informs the second buyer about the assignment for security at the time of resale or if he makes a note of the assignment in his books of account.
3. The contracting party must not pledge the goods subject to reservation of title, nor assign them for security, and must immediately inform us about any pledges that have been made at the instigation of a third party.
4. In case of violation of the contract continuing in spite of admonition or in case of insolvency of the contracting party we are entitled to request surrender of the object of delivery in our property and to collect it, without this implying any avoidance of the purchase agreement.
VIII. Warranty, compensation
1. Upon handing over to the contracting party, his messenger or his carrier the delivery must be checked immediately with due care pursuant to §§ 377,378 Commercial Code, and any detectable defects/losses must be noted in detail on the advice of delivery, the delivery note or the consignment note, otherwise any claims are excluded. If inspection is not possible immediately upon taking over, this circumstance must be noted on the advice of delivery, the delivery note or the consignment note, otherwise any claims are excluded, and any defect detected during the following inspection must be notified in detail and in writing within three days after delivery. Moreover, pursuant to §§ 377 f Commercial Code the customer must inspect the goods after delivery without delay, but not later than within 6 working days. Any detected defects must be notified to us in writing without delay, but not later than within 2 weeks after detection, specifying the kind and scope of the defect. If a notice of defect is not given or not given in time, the goods are deemed to be accepted and the buyer shall forfeit the right to have such defect remedied. Where the defect is such that it may cause damage, the buyer shall immediately inform the seller in writing. The Purchaser shall bear the risk of damage resulting from his failure so to notify. The buyer has to take all appropriate measures for damage limitation and to act on any instructions from the seller immediately. If the buyer has reported a defect and no defect is found that can be attributed to the manufacturer, the buyer has to refund all such costs incurred by the seller due to the complaint.
2. The seller assumes liability for defects which are present at the time of delivery of the goods. The buyer shall bear the full burden of proof, this shall also apply within the first six months after delivery of the goods. If the delivery is defective, or if there are any defects occurring within the period of warranty, the buyer shall be entitled only to remedy and/or replacement free of charge within a reasonable period. There are not any other or further claims, particularly such for reduction of payment, on which legal ground whatsoever, unless specifically agreed upon in writing. Warranty claims of the customer will, in all cases at our discretion, be fulfilled either by exchange or repair within a reasonable time. The buyer is not entitled to claim from the seller a compensation of cost for remedy of defects performed on his own. If the legal transaction is based on goods not corresponding with the original condition, partly incomplete or already used, any claims for warranty and compensation shall be generally excluded, unless otherwise set forth in the confirmation of the order. Any warranty claims must be made in court within six months by the entrepreneur, if it is about movable objects. The period begins with the day of the delivery, but with legal defect only on the day that the defect becomes known to the buyer. For parts not fabricated by the seller, the seller will assume warranty only to the extent of the warranty claims granted to him towards the supplier or manufacturer. Natural wear or damage caused by negligence, improper handling or the use of additional equipment shall be excluded from warranty.
3. The buyer is obliged to observe the submitted directions of use and to seek our advice in case of doubt. We cannot be held liable in any case for defects or damage caused by the non-compliance with our instructions or the failure of seeking our advice.
4. Warranty becomes extinct:
a) if the goods have been modified by the orderer or by any third party without the prior consent of the seller or if remedy has been done
b) in case of resale within the period of warranty.
c) if the orderer is in default of payment or other obligations to be performed by him.
d) if there wasn’t properly reported according to point VIII 1)
5. The seller is only liable for damages caused deliberately or grossly negligent. Liability for ordinary negligence is excluded. Save as otherwise stated in these General Conditions there shall be no liability for seller towards the buyer for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever.
6. At any rate, the amount of damages shall be limited by the amount of the insurance coverage.
IX. Product liability
The buyer undertakes to strictly observe the operating instructions including the terms of safety submitted to him. The buyer is aware of the fact that any non-compliance with or infringement of the operating instructions and the safety directions entails the extinction of our liability pursuant to the Product Liability Act. As far as the buyer as an entrepreneur suffers damage from the use of the goods delivered by us, any claims against us under the product liability provisions shall be excluded as far as legally admissible. The buyer undertakes not to sell, leave or otherwise transfer goods that were exclusively made for entrepreneurial use to consumers and/or persons other than entrepreneurs, on which legal ground whatsoever. Any protective effect under this contract in favour of third parties shall be excluded. The buyer undertakes in case of resale to agree with any further person acquiring the goods the same conditions and exclusions of liability, and he agrees, in case of violation of this obligation, to hold us fully harmless with respect to any and all disadvantages incurred by us in this context.
X. Choice of law
For all contractual relationships of voran Maschinen GmbH, Inn 7, 4632 Pichl/Wels the provisions of the laws of Austria shall exclusively apply. This is also applicable to export transactions, regardless of the provisions of the country of the buyer or the commission agent.
The exclusive place of venue for contracts entered into with voran Maschinen GmbH, Inn 7, 4632 Pichl/Wels, shall for both parties be the court of Wels/Upper Austria having jurisdiction as regards the subject matter.
XII. Consumer protection
1. The terms of the contract in hand shall apply without restriction to entrepreneurs as defined by the individual acts of consumer protection.
2. If, in the individual case, these Conditions of Sale and Delivery are supplementary to a legal transaction with a consumer as defined by the various acts of consumer protection (General Civil Code, Consumer Protection Act, Civil Code, Law Regarding General Terms and Conditions of Trade or Business, Consumer Credit Act, Law Regarding Revocation of Door-to-Door and Similar Dealings) the above Conditions of Sale and Delivery shall apply only to the extent that they are admissible according to these acts.
XIII. Data processing
The computer-aided processing of the data gained within the scope of our business enterprise is effected pursuant to the provisions of the Data Protection Act 1978, federal statute No. 565 dated 18. 10.1978 (and/or the Federal Data Protection Act 1977, Federal Law Gazette 1201 dated 27. 1. 1977), strictly observing the interests of the parties concerned meriting protection. To preserve the data protection secrets the appropriate measures of data security have been taken.
General Purchasing Conditions
VORAN Maschinen GmbH
valid as of August 2017.
Our requests / master agreements / purchase orders / changes / supplements shall be subject solely to the following general purchasing conditions. Where they are missing any applicable provisions, the law shall apply exclusively, and any deviations from dispositive law in the contractor's general terms and conditions shall not be accepted.
With the acceptance and execution of our orders / purchase orders, the contractor accepts purchasing conditions under exclusion of his business/sales/delivery terms. This shall apply even if we have not expressly objected to the contractor's terms and conditions. Reference in our order to contractor's offer documents shall not constitute acceptance of the contractor's commercial terms.
Since they are not expressly accepted in writing by our purchasing conditions, any terms and conditions or contracts of the contractor or his suppliers and subcontractors that are enclosed with any software products shall not apply, in particular even if we or our employees conduct any actions that would be contract-founding according to them or if any enclosed registration or other cards are sent to the contractor. The contractor must make a supplier declaration on the origin of goods pursuant to EC-regulation 1207/2001 upon first written request.
1.1 The contractor shall coordinate the quantities and properties of the parts precisely with our request and specially highlight any deviations in writing. Deviations shall require our express written consent. Prices shall be given in EUR.
1.2 Offers / cost estimates / visits / consulting / plans / test evidence and the like shall be compiled free of charge for us.
1.3 We expressly reserve copyright and title in any technical documentation such as drawings/bills of material, other specifications, samples that we provide to the contractor to compile offers or execute our order, as well as any workpieces produced based on these. They must not be disclosed to any third parties without our written consent, nor used for their purposes, and shall be returned to us free of charge without delay upon request.
1.4 The contractor shall treat any information issued in connection with the preparation / placement / execution of the order / purchase order or otherwise acquired regarding business or operational matters of our companies confidentially and shall remain obligated to keep these secret even after the end of the business relationship; violation shall be subject to damages obligations.
2.1 Orders shall only be legally binding upon us if executed on our order forms and signed with the company's name by authorised employees. Notwithstanding the offers compiled, contracts shall always be concluded with the content of our written orders/purchase orders sent by mail, email, or telefax. Our written orders shall only be valid when they list a Voran order number. Oral or phone orders as well as supplements, modifications, deviations of any kind shall only become binding upon us when we confirm them in writing. The ordering day shall be the date of our order and for oral or phone orders the date of our written confirmation. If the supplier does not want to accept the purchase order, he must inform us of this in writing no later than within 5 working days to avoid damages obligations.
2.2 The contractor shall treat the order/purchase order confidentially. He must only name us as a reference towards third parties with our written consent.
2.3 The delivery date named on the order shall be the latest date of arrival at the designated point of use.
3. Order confirmation
3.1. Our orders / purchase orders shall be confirmed by the contractor in writing, including our order number, within the period determined by us, and otherwise no later than within 5 working days of the day of the order. Deviations from our orders must be marked clearly and shall only be valid if expressly accepted by us in writing. Acceptance of goods without reservation shall not be deemed such consent. If the order confirmation is not received by us in time, we shall no longer be bound to our order. If the order confirmation is not received by us in time but the contractor delivers according to specifications within the deadline, the contract shall be concluded including our purchasing conditions.
3.2 By accepting our order, the contractor guarantees execution in compliance with the specifications and timeline.
4. Delivery period
4.1 The delivery or performance period shall commence on the day of the order.
4.2 If delivery or service default threatens, the contractor must inform us as soon as he recognises this, naming the reasons and expected duration of the delay.
4.3 A delivery or service before the agreed date or any partial deliveries or over/underdeliveries in numbers not agreed on shall only be permitted with our written consent. In any case, such a delivery or service must not lead to any disadvantage for us; in particular, the contractor shall bear the resulting handling and storage costs and the payment period shall not commence before the agreed date.
4.4 We reserve shifting the delivery/performance date and shall inform the contractor of this in time (no later than 5 working days) before the agreed date in writing.
5. Delivery, dispatch, training, transfer, insurance
5.1 Any delivery / service and dispatch shall always take place free of any expenses at the expense and risk of contractor to the place of use determined by us (Incoterms DDP). We generally do not accept any shipments sent COD. Every shipment must include a well-visible packing slip as well as a delivery receipt for each order number with a precise list of contents, the complete order number and all necessary information regarding the export provisions and preferences (e.g. movement certificate, declaration of origin). The contractor shall also indicate any data required for the Intrastat statistics, in particular indication of the 8-digit KN-number, the net weight and country of origin per invoiced item for any intra-community deliveries. All deliveries to us shall be made free of any reservation of title. Such reservations shall be invalid even without our objection. Title in all deliveries and services shall pass to us without limitation when accepted by our orderer or us.
5.2 The delivered goods shall be handed over to our authorised employees at the place of use. The goods shall be accepted within an appropriate time at their receipt at the place of use in terms of quantity, but in terms of quality only at processing or use. At delivery, our opening/operating times at the respective place of use must be observed. Any specifications made by us for transport type, forwarder and shipping provisions must be observed in any case. Additional costs for expedited transport required to comply with the delivery date shall be assumed by the contractor. The contractor shall be liable for any damage and costs arising from non-observation of the shipping provisions. In case of missing or incomplete shipping documents, we reserve acceptance at the contractor's expense and risk.
5.3 The contractor shall insure deliveries / services properly against damage of all kind at his expense.
5.4 Special production provisions, e.g. for products subject to chemicals law, must be classified, packed and market in compliance with regulations.
5.5 At delivery of technical systems and devices, the entire operating staff intended for these must be trained free of charge upon our request. At delivery of systems and devices to be installed by third parties, all required assembly plans (including media connections / foundation formation / loads, etc.) must be enclosed with the order confirmation already.
5.6 In case of deliveries from abroad, the labels shall be applied in the German language; the assembly plans, operating instructions and operating and maintenance manuals shall be provided in the German language.
5.7 For deliveries to locations where we execute any orders outside of our factory, the warranty period shall commence upon acceptance by our Client.
6. Packaging, problem substances
6.1 The risk and costs of packaging shall generally be borne by the contractor.
6.2 If the contractor is involved in a comprehensive system for waste disposal in Austria (such as ARA), the offer as well as every delivery receipt and every invoice shall include the following legally binding statement. "The packaging of all listed goods is exempt via license no. ........" Additional fees or costs such as deposits or disposal costs are not accepted by us. If the contractor does not include any such exemption statement, he shall collect the packaging material and take it back, and issue a credit for this. If the contractor does not comply with this obligation, we shall have the right to have disposal conducted by a third-party at the contractor's risk and costs and to set off the amount.
6.3 Regarding packaging, the contractor shall follow all instructions of the order regarding the type, dimensions and weight limitations to avoid bearing the costs.
6.4 At the maximum possible scope, any deliveries shall take place in standardised packages (EUR-pallet, EUR-frame or lattice-grid boxes) in the exchange system; the contractor shall ensure that the packages are all in an impeccably usable condition.
7. Default, withdrawal, contractual Penalty
7.1 In case of default of deliveries / services or non-contractual delivery or service, we shall have the right, without evidence of the resulting damage and notwithstanding any further claims, to withdraw from the contract either directly or upon setting a grace period of 5 working days or to insist on performance of the contract. We shall be due the same rights if insolvency proceedings are opened regarding the contractor's assets or if the application for opening insolvency proceedings is refused due to lack of assets.
7.2 We shall further have the right to charge a contractual penalty of up to 10% of the total order value at withdrawal from the contract due to default instead of performance and otherwise at default a contractual penalty in addition to delayed performance, expressly not to be viewed as forfeit money, amounting to 1% of the total order value for every commenced week, up to a total of 10%. Claiming such contractual penalty or damages exceeding is reserved by us no matter the order value even if we accept the delayed delivery or service.
7.3 We shall be due these rights even if the contractor is not at fault. If the default is due to force majeure, the contractor shall be released from his obligation to pay the contractual penalty and damages for the duration of its effect, provided that he documents such circumstances to us without delay. Force majeure shall not include unauthorised strikes or the fact that materials, workpieces or finished goods have become rejects.
7.4 We shall have the right to withdraw from the contract up until 2 weeks before the agreed delivery date if it becomes foreseeable that parts cannot be improved or/and used due to already-occurred deviations from specifications.
7.5 The contractor shall be liable for the deliveries and services of his subcontractors and suppliers, and compliance with our purchasing conditions by his subcontractors and suppliers.
7.6 We have the right to withdraw from the contract wholly or in part even without any fault of the contractor. In this case, we shall be obligated to pay the contractual price to the contractor proportionally to the already-made deliveries and services and also reimburse any documented production costs, deliveries and services in progress or costs from cancellation of subcontracts. The contractor is obligated to take all efforts to optimise costs after withdrawal has been declared.
8. Passing of risk
8.1 Risk shall only pass to us when the contractor has transferred the delivery / service to our authorised employees at the specified place of use, they have examined the delivery / service and accepted it as proper and the contractor has also properly complied with all secondary obligations, such as provision of the required German test certificates, descriptions, operating instructions, CE declarations of conformity, manufacturer's instructions, etc.
9. Warranty, guarantee
9.1 The contractor shall design his processes and the outbound goods inspection at least according to ISO 9001:2008 so that we only need to examine the goods for obvious defects. The contractor expressly guarantees freeness from defects at delivery and during the warranty period to us.
9.2 All deliveries / services of the contractor shall comply with the general and special provisions and standards applicable in Austria, e.g. the employee protection regulation, but also the recognised scientific and technical rules and the quality specified by us. Provisions on transport of hazardous goods and hazardous waste, as well as any special storage and operating provisions must be observed, with contractor committing to diligence and Information.
9.3 Notwithstanding any longer contractual periods, the warranty period shall be 24 months from knowledge of a defect. This period shall not commence before qualitative acceptance, but at the latest after the end of 3 years from transfer of risks. Any justified complaint about defects shall interrupt the warranty period.
9.4 Upon our request, the contractor must replace any defective deliveries / services for defect-free ones at his risk and expense without delay. However, we shall in any case have the right to remove defects or to have them removed by third parties at the contractor's expense even without stetting any grace period, without impairing our claims due to such defects by this. If a grace period must be set, a grace period of 5 working days shall be deemed appropriate. If improvement is desired, the warranty period shall recommence.
9.5 The contractor waives the objection of delayed complaint about defects. Payments shall not be deemed waiver of the complaint about defects.
9.6 If any defect occurs repeatedly on the deliveries / services provided by the contractor, causing a severe and wire-spread problem with negative consequences for marketing of our end products, or where there is any safety risk, comprehensive exchange of the deliveries / services, independently of specific warranty cases, may be an appropriate measure. In such cases, we shall have the right to charge all costs incurred as a direct consequence of such remedy measures to contractor according to his share in their origin.
10. Damages product liability
10.1 Damages and recourse claims, including any objections under the statutory product liability provisions, shall be due to us in full in any case. Exclusions of liability or the obligation to transfer exclusions of liability to purchasers have not been agreed on.
10.2 If any claims are raised against us by third parties due to defective material in the scope of product liability provisions, the contractor shall hold us harmless in full for these.
10.3 The contractor shall be obligated to enclose a complete, easily comprehensible German usage instruction, to keep all necessary documents for a duration of 11 years from the last delivery, to precise product quality assurance and, if necessary, to recall defective goods at his expense, to release the manufacturing documents without delay and to provide any imaginable help as well as to disclose the producer or importer within 5 working days.
10.4 Any machines delivered or systems built by the contractor must be equipped with the prescribed safety devices and must meet the applicable (for systems or system parts in particular at the place of use) safety provisions. The status and rules of the art must be observed as well as the applicable EU directives, the law on electrical engineering and any provisions based on these (all as amended from time to time) as well as the respective valid ÖVE or applicable VDE provisions, technical Ö-standards, DIN-standards, European norms (EN), CE-marking and similar rules.
10.5 Any order/purchase order changes/additions must only be performed by the contractor upon our express written release. The contractor must warrant that all standards and provisions, also regarding any other services, are met. The contractor shall release us from any overall liability from this. If the contractor accepts and executes any direct orders, the contractor accepts that this purchase order also contains protective effects for the work produced for us and for the property of the builder and any level successors.
10.6 The contractor shall be obligated to maintain a liability insurance with the following coverage totals during the term of the transaction and for 2 years beyond this. Injury and property damage 5 million EUR Coverage for extended product liability 0.5 million EUR per claim Recall costs 0.5 million EUR per Claim.
11. Property rights, transfer of title
11.1 The agreed price shall cover acquisition of the statutory property rights, in particular patents, as far as their acquisition by us is required for our free use, partial or complete renewal and further sale of the delivered object.
11.2 Where licenses are necessary, the contractor shall procure them without prompting and in time. We may use any inventions made by the contractor during execution of our purchase orders free of Charge.
11.3 The contractor shall hold us harmless in case of violation of third-party property rights in connection with any ordered deliveries / Services.
11.4 Upon payment of tools, moulds, devices, models or testing/auxiliary devices, title in such objects shall pass to us in full, subject to written agreements to the contrary. They shall only be provided to the contractor for intended use for as long as this is required to perform the order. The objects provided in this manner shall be marked as our property free of charge in a suitable manner, stored professionally, serviced and released at any time at our request. The contractor declares that he holds these objects for us from this time onwards and shall not have any retention right even in case of insolvency.
11.5 If the contractor is to deliver any software products that were not developed specifically for us, the contractor grants us a transferrable and non-exclusive usage right. This usage right shall not be limited in time. In software products developed specifically for us, the contractor grants us a transferrable usage right in the work without limitation in time for all usage types.
12. Price, payment conditions
12.1 All prices shall be unchangeable fixed prices and net prices in the meaning of the VAT act, stated in EUR. The prices shall be free site of setup or use or place of delivery (Incoterms DDP). Price increases shall require our written consent to be effective. The period for payment of the invoice shall commence when the delivery / service has been completely accepted by us and the properly issued documentation and invoice have been received. The agreed price, the agreed order total, shall be a maximum price and be deemed the maximum amount to be compensated. Any services beyond this must be reported before the price is exceeded and ordered in writing as a supplementary/additional order.
12.2 For payments within the agreed deadline, we shall have the right to deduct the agreed discount. In the absence of any written agreements to the contrary, invoiced amounts shall be due for payment net within 90 days. The payment periods shall be counted from the day of receipt of an invoice in accordance with our conditions, subject to our rights according to item 4.3. If risk passes to us at a later time, it shall start on the day of transfer of risk. Non-complaint invoices shall not commence the payment periods.
12.3 We shall have the right to pay in the manner of our choice, e.g. by electronic banking, money transfer, cheque or bill of exchange. The payment period shall be complied with if the transfer order has been mailed within the period.
12.4 If any payments are not made in time, the contractor shall be due interest purs. to § 456 UGB at the amount of 9.2% above the respective applicable base interest rate for the unpaid amount starting at the end of the payment period. The claim shall expire unless asserted in writing within 2 weeks of receipt of the invoiced amount. Any damages claims shall only apply in case of very grossly negligent or wilful action and verifiable evidence of the damage.
12.5 We generally do not accept any shipments subject to COD, cash advances or other encumbrances.
13.1 Invoices shall be sent by mail as 1 copy each, or from abroad as 2 copies each, indicating the order number, in the German language. Invoices and order confirmations generally must not be enclosed with the deliveries / services. Invoices for deliveries of goods also must list the shipping method, invoices for services must include copies of the wage or hour ships conformed by our authorised employees.
13.2 We reserve returning invoices that do not comply with our provisions, especially regarding the order number or VAT provisions, unprocessed. In this case, the invoice shall be deemed unissued. In case of goods subject to export licensing obligations, the invoice must contain all marks necessary for this.
13.3 Construction and craftspeople's invoices generally must only be issued after completion of the service and at intervals of no less than 30 days. The invoices must include auditable mass determinations. The audit period shall be 30 days after receipt of the invoice with auditable mass determination. Downpayments shall be made at 90% of the invoiced total (10% coverage retention to be subsequently converted into a 5% liability retention) for the services rendered and accepted on the construction site after completed mass review. The discount agreement shall also apply to every partial payment and the claim to deduction of discount shall not be lost even if any other payments are made outside of the discount periods. It is deemed agreed that masses are only compensated at the scope accepted by the builder and that payments are only assed on at the scope at which the builder makes them. Additionally, the general contractual terms for subcontractor services as of January 2002 shall apply.
14. Transfer of contract, cession, set-off
14.1 The order must not be passed on to any other contractors for execution wholly or in part without our written consent.
14.2 The contractor must only assign his claims against us with our written consent.
14.3 We shall have the right to set off claims of any kind against any due contractual claims of the contractor at any time.
15. Place of performance, place of jurisdiction, applicable law
15.1 The place of performance for deliveries / services shall be the place of use listed in the order, the place of performance for any payments shall be the orderer's seat. The place of jurisdiction shall be Wels. We shall, however, also have the right to raise a claim against the contractor before the court competent materially and locally under the provisions relevant for his seat or residence.
15.2 Legal disputes from the contract shall be subject to Austrian law and the commercial habits and usances at the place of performance. UN sales law shall not be applied.
16. Most beneficial conditions
16.1 The contractor shall grant any benefits granted to any other companies to us from the same time onwards without prompting to avoid the obligation to pay damages. He shall inform us of any such benefits in writing without delay.
17.1 The contractor shall not entice away, employ or otherwise take into service any of our employees directly or indirectly for himself or a third party during the time of our shared transactions and for a period of 24 months after their end. If he violates this obligation, we shall have the right to claim a flat-rate compensation at 6 times the gross monthly salary of the affected employee for every Violation.
18. General provisions
18.1 Any business correspondence in connection with our orders / purchase orders shall only be conducted with our purchasing Department.
18.2 The documents intended for us, such as consignment notes, train boxes, parcel cards, dispatch announcements, delivery receipts, packing notes, invoices, change notices, etc. and in every correspondence, our order number must be listed or it must be ensured that they will be listed in every case. The contractor shall bear any disadvantages incurred by us due to non-observation of this obligation.
18.3 Material provisions shall remain our property and must be stored separately, designated and administrated free of charge. Their receipt must be confirmed, and they must only be used for our purchase orders. The contractor shall reimburse any value reduction or loss. Any compensation claims of the contractor due to non-timely provision shall be excluded.
18.4 The contractor represents that he will supply us with spare parts for a period of 11 years after delivery / service. The contractor shall inform us before discontinuing production of the delivery parts, in particular regarding scrapping of Tools.
18.5 The contractor guarantees at any time that he is in possession of the commercial licenses required to perform the delivery / service and that all of his employees have proper insurance and that the statutory charges/fees are paid in time. The orders from the safety instructions issued by Voran must be observed at all times and under any circumstances.
18.6 Severability: if individual parts of these purchasing conditions are legally invalid, this shall not affect the effectiveness of the remaining parts of the purchasing conditions.