General Business and Delivery Terms
These General Business and Delivery Terms in the version applicable at the time when the contract was entered into form the basis for all our contracts for delivery and other services. Any conditions of purchase that differ from this, or special agreements that apply only to a specific contract, only apply if we provide written consent.
1) Entering into the Contract
1. Our offers are always subject to change. An order is considered legally binding if it is not declined by us within 20 days after receipt.
2. Ferdinand Richter GmbH reserves the right to make minor technical model changes or changes in color without the purchaser acquiring any entitlements therefrom.
3. For items ordered but not yet produced, Ferdinand Richter GmbH reserves the right to offer the purchaser a replacement item (“allo-cation”) – with the same commercial usage. The offer will be con-sidered to have been accepted, if the purchaser does not send an objection in writing within 14 days.
2) Contract and Delivery Periods
1. The delivery periods are given in halves of months, ending on either the fifteenth or the last day of the month.
2. Ferdinand Richter GmbH will be in default if it fails to deliver prior to the end of the agreed half of the month, with the time of dispatch from the plant determining whether the delivery date was met.
3. The Ferdinand Richter GmbH delivery obligation is subject to comple-te and proper delivery to us.
4. If delivery is delayed due to force majeure, labor disputes, or steps taken by government agencies, the delivery date will be moved by the duration of the obstruction/disruption, and the purchaser will not be entitled to damages.
5. If delivery is delayed after a follow-on delivery period of 22 days following the end of the agreed half of the month, it will be assu-med that the contract has been canceled, unless the purchaser declines this cancellation prior to the end of the follow-on delivery period and demands the fulfilment of the contract. If that happens, Ferdinand Richter GmbH must immediately provide a binding deli-very date. If the purchaser does not object to this date immediately, it will be taken as a fixed deadline. It will also be assumed that the contract has been canceled if Ferdinand Richter GmbH asks the purchaser prior to or during the follow-on period, when quoting a binding delivery date, whether they insist on performance of the contract at the fixed date indicated and if the purchaser then fails to respond in a timely manner or no agreement about the date is made.
6. If there is a delay in delivery, the purchaser may at any time give Ferdinand Richter GmbH a deadline of 15 days in lieu of the auto matic follow-on period of 22 days outlined in point 2.5, indicating a refusal to remain under the contract once this period has passed.
3) Shipment, Transfer of Risk, Partial Delivery
1. The item being sent will be shipped ex works at Ferdinand Richter GmbH’s risk and with delivery paid, unless otherwise expressly ag-reed upon. Ferdinand Richter GmbH will determine the shipment rou-te and means, as well as the freight forwarding agent and the carrier.
2. The costs for special services ordered by the purchaser (such as spe cial packaging regulations, types of shipment, or product labeling) must be borne by the purchaser.
3. Goods reported as ready to ship under the contract must be called for immediately; otherwise Ferdinand Richter GmbH will be entitled to send them at the purchaser’s own risk and expense or, at its own discretion, store them and immediately charge for them.
4. If, through no fault of Ferdinand Richter GmbH, transport on the pl-anned route or to the planned site within the planned time-frame is not possible, Ferdinand Richter GmbH will be entitled to deliver using another route or to another site; the purchaser will bear the additional costs incurred. The purchaser will first be given the opportunity to provide an opinion.
5. If the shipment is delayed for reasons for which the purchaser is re-sponsible, the risk will transfer to the purchaser, starting on the date that the goods were ready for shipment.
6. Ferdinand Richter GmbH will be entitled to make partial deliveries to a reasonable extent.
4) Retention of Title
1. Until the goods delivered are paid for in full and the claims are met by the purchaser (including payment of balances due), they will remain the property of Ferdinand Richter GmbH.
2. The purchaser may only sell goods that are subject to retention of title, and can only sell these goods as part of its usual business activities. Any payments due to the purchaser from reselling goods subject to retention of title are hereby assigned in advance in the amount of the invoice amounts until all payments due to Ferdinand Richter GmbH are paid.
3. No pledging or assignment of the goods subject to retention of title as collateral to third parties is permitted without the written consent of Ferdinand Richter GmbH.
4. The purchaser undertakes to immediately inform Ferdinand Richter GmbH of any pledge or other encumbrance prior to initiating bank-ruptcy proceedings.
5. Reduction of balance and recognition of balance will not affect the retention of title.
5) Payment Conditions
1. Invoiced payments are due in full 60 days from the value date.
2. For payments made within 10 days, a discount of 3% can be gran-ted unless payment for other invoices is in arrears.
3. The purchaser is expressly not entitled to withhold payment or to offset it against other claims that are disputed by us.
4. If payment is in arrears, payment of all reminder, collection, and associated attorney costs will be assumed to be agreed upon, in addition to interest on arrears of 8% over the base rate, valid for the relevant calendar six-month period.
5. If the purchaser is in arrears with a payment due from current or earlier accounting periods, or if there is a substantial decline in its asset situation, or ft h is impossible to provide sufficient insurance under a credit insurance policy, Ferdinand Richter GmbH will be entitled at its discretion to withdraw from the yet-unperformed part ft he contract, or to demand payment in cash, or to secure goods prior to delivering them without it being necessary to set a follow-on deadline in advance.
6. Notification of Defect and Warranty
1. Defects in quality or quantity must be reported by the Purchaser by registered mail within 10 days of delivery of the goods with loss of all the entitlements derived from the defect in question. The comp-laint must be based on sufficient grounds, and evidence must be presented.
2. If notification of defect is provided with evidence, payments may be withheld to a sum that bears a reasonable relationship to the value of the proven defects.
3. The goods may not be sent back without written consent from Ferdinand Richter GmbH. Any authorized return of goods must be carried out free of charge and at the risk of the purchaser.
4. The statutory provisions regarding warranties also apply.
7. General Limitation of Liability and Time Limitation
1. Ferdinand Richter GmbH is expressly liable to the purchaser for damages derived from contractual or tort obligations only in the case of proven gross fault. Any further liability is excluded. In particular, rights of recourse based on § 933b ABGB and the recovery of processing fees for complaints are excluded.
2. Except in cases of intent, the liability does not include damages that could not reasonably be expected to occur for the specific transac-tion, or that were insured for the purchaser, or that can normally be insured.
3. Reimbursement for follow-on damage and strict damage to assets, such as lost profits, loss of interest, and damage derived from third-party claims, is excluded in all cases.
4. All claims against Ferdinand Richter GmbH will be time-limited to six months after the delivery or discovery ft he damage.
8. Place of Performance, Venue and Applicable Law
1. For delivery ex works, the place of performance for delivery by Ferdi-nand Richter GmbH is the delivery facility.
2. The venue will be, at the discretion of Ferdinand Richter GmbH, eit-her Vienna or Linz, for which the sole jurisdiction will be held by the Commercial Court of Vienna or the Regional Court of Linz, re-spectively.
3. Only Austrian law applies, except in the case of rules pertaining to conflict of laws, and UN law on Sale of Goods.
1. Should one or more provisions of these General Business and Delive-ry Terms be determined to be invalid, either in whole or in part, or if there is any omission in the provisions, the validity of the other provisi-ons shall not be affected. Ferdinand Richter GmbH and the purchaser undertake to come up with a valid provision to replace the invalid provision that comes as close as possible to the intended content.
2. Any verbal agreements, assurances, and arrangements that differ from the terms outlined will require written consent from Ferdinand Richter GmbH.
3. In case of doubt, the INCOTERMS 2010 or the terms that applied at the time of the contract will be the authority for interpreting trade clauses.