1 Scope of application and offers
These general terms and conditions apply to legal transactions between companies, namely for the delivery of goods and, mutatis mutandis, for the provision of services, in particular also for assembly work. Any deviating terms and conditions of purchase of the buyer which conflict with these terms and conditions are not binding for Rabmer GreenTech GmbH (hereinafter referred to as GreenTech). This also applies if the buyer's terms and conditions of purchase form the basis of the order and GreenTech has not expressly objected to their content. This must be confirmed in writing in order to be valid and in the event of amendments and additions to the contract. Verbal collateral agreements do not exist.
Offers are generally not binding and must be expressly designated as such. Unless otherwise stated in the offer or cost estimate, the offer or cost estimate shall be valid for 30 days. Obvious errors, typographical errors and miscalculations do not bind GreenTech. This applies in particular to errors in the description of services in offers. All offer and project documents may not be reproduced or made accessible to third parties without the consent of GreenTech. They may be reclaimed at any time.
Subsequent amendments and additions to this contract require written confirmation in order to be valid.
2 Scope of delivery, deadlines
Documents relating to the offer, such as illustrations, weights and other measurements etc. are only approximate unless expressly designated as binding by GreenTech. We reserve the right to make changes. The seller is entitled to make and charge for partial or advance deliveries. This is particularly the case if the buyer does not call off the service within the appropriate period or is in arrears with the preliminary services to be provided, such as procurement of plans, organization of assembly staff, obtaining permits and the like. If the buyer is in arrears with payment or other obligations (timely provision of advance services, etc.), GreenTech is entitled to interrupt its own service provision for the duration of the delay or to withdraw from the contract after setting a reasonable grace period. The period of interruption is to be added to the agreed deadlines; GreenTech's claim for compensation for non-performance damages remains unaffected in any case. Compliance with the delivery deadline is determined by the time at which the delivery item leaves the warehouse or the buyer is notified that it is ready for shipment. If the buyer fails to accept the contractually provided goods at the agreed place or time, GreenTech may either demand fulfillment or withdraw from the contract, setting a deadline for acceptance. All costs incurred for this are to be borne by the buyer. If the purchased goods are exported, the customer alone is obliged to obtain the necessary export or customs permits and the like at his own expense. We give no guarantee whatsoever for the permissibility of the export of the purchased goods.
The buyer is not entitled to claim damages if later deliveries that deviate from the contract occur due to the effects of force majeure such as strikes, lockouts, operational disruptions, delays, bad weather or customs clearance delays. GreenTech's delivery period will be extended by a reasonable period in the event of force majeure, irrespective of whether GreenTech or one of its subcontractors is affected.
The buyer must obtain official and any third-party water analyses required for the execution of installations. If such water analyses are not carried out in good time, the delivery time will be extended accordingly. Analysis values and calculations by GreenTech are generally non-binding; the values stated may change over time due to delivery quantities and flow rates, among other things.
The delivery obligation begins with the date of receipt of the written invoice or with the receipt of the order confirmation in the case of separate agreements. A prerequisite for the start of the delivery period is that all technical details deemed necessary by GreenTech have been clarified.
3 Payment and prices
Unless expressly agreed otherwise, all prices are quoted in euros ex warehouse or ex works (EXWORK according to IN-COTERMS 2010) and do not include any costs for transportation or packaging. We are not obliged to take out transport insurance for the goods. Value added tax is always shown separately. If fees, taxes or other charges are levied in connection with the delivery, these shall be borne by the buyer. If delivery with delivery has been agreed, this and any transport insurance requested by the buyer will be charged separately, but does not include unloading and transportation. We reserve the right to select or change the shipping method and shipper for each individual case. Packaging materials will only be taken back by express agreement. If the legal basis for import duties (e.g. customs duties) changes between order and delivery, GreenTech may adjust prices accordingly.
If no terms of payment have been agreed, payments are due in advance or prepayment. The goods will be delivered after receipt of payment of the invoice amount. In the case of partial settlements, the corresponding partial payments are due upon receipt of the respective invoice. The seller retains title to all goods delivered by him until full payment of the invoice amounts plus interest and costs.
In the case of separate agreements, such as payment after receipt of the goods (cash on delivery) with default of payment, or if GreenTech becomes aware that bankruptcy, judicial or extrajudicial settlement is imminent, execution proceedings are pending, or due to bill protests, lawsuits, etc., GreenTech reserves the right to demand payment in full. If the buyer's financial situation is uncertain, the purchase price is due immediately after the invoice is issued. In the event of late payment in accordance with the agreed terms of payment, GreenTech reserves the right to demand immediate payment of all other invoices that are not yet due and to invoice all services rendered up to that point. In the event of late payment, GreenTech has the right to make further work dependent on pro rata payments. Discounts or bonuses granted are conditional on the timely receipt of full payment. The buyer is not entitled to withhold or offset payments due to warranty claims or other counterclaims; if the buyer does not accept the goods upon written request, he is in default of acceptance. All additional costs (e.g. storage costs, price changes, etc.) shall be charged to the Buyer in the event of non-acceptance.
Checks and bills of exchange are not accepted as a method of payment. Green-Tech may reject an offered payment by this method of payment without giving reasons. If payment deadlines are exceeded, GreenTech is entitled to charge interest on arrears at a rate of 8 percentage points above the applicable prime rate of the European Central Bank (ECB).
Payments shall be made without exception to the bank details of GreenTech or to the specified paying agent or to a person authorized in writing by GreenTech. In order to avoid any additional costs, the payment process is carried out by the buyer using the international bank account number IBAN. Any additional costs incurred due to the non-use of the IBAN number can be passed on to the buyer by GreenTech.
If offers for repairs or appraisals are requested and it is therefore necessary to disassemble the product or check the individual parts, etc. as a result of the investigations, the costs incurred as a result of the disassembly, personnel costs not incurred and the costs of preparing the offer will be charged to the customer.
4. transfer of risk
If the assembly, installation or erection of the delivery is carried out by the buyer, the risk shall pass to the buyer when the shipment is made available at the agreed time at the named place of delivery (factory, production facility, warehouse, etc.) (EXWORKS according to INCOTERMS 2010). Shipment will be made at GreenTech's best discretion.
If shipment, delivery, the start or performance of assembly, installation or erection is delayed at the request of the buyer, the risk shall pass to the buyer. In such cases, appropriate insurance cover will only be taken out at the written request and expense of the buyer. If carriage paid delivery is agreed, the risk shall pass to the Buyer in accordance with EXWORKS (pursuant to INCOTERMS 2010).
5 Warranty
GreenTech warrants that the delivered products are free of material and manufacturing defects that significantly reduce the value or suitability of the products until the time of transfer of risk. The warranty is subject to proper use, handling, adequate protection from the elements and regular inspection of the system or product. The specified operating conditions must be adhered to in order to maintain the warranty.
The buyer is obliged to inspect the deliveries or services received. Obvious defects must be reported in writing immediately, hidden defects within a reasonable period of time, but no later than 10 days after their discovery. The customer must provide the seller with all documents and data necessary to assess the defect and its causes. GreenTech must be given the opportunity to verify the complaint. If defects in the delivery item are proven to GreenTech, GreenTech is entitled, at its discretion, to replace the defective product with a similar, faultless product within a reasonable period of time or to remedy the defect in another form. In the case of missing materials, the seller is not automatically obliged to make a subsequent delivery, provided the defect is minor and does not impair the installation and quality of the installed product. In the event of a significant defect resulting from faults in the delivered goods, which precludes the use of the delivered material for the intended purpose, the seller is obliged to make a subsequent delivery of a defect-free product, unless otherwise agreed. Further claims by the buyer are excluded. The original warranty period shall not be extended if product parts are replaced or repaired.
All other warranty claims, in particular claims for compensation for direct or indirect damage, including third-party damage or consequential damage caused to other items, are excluded. The seller also does not guarantee any loss of earnings. The warranty obligation shall only apply to the original purchaser for a period of 6 months from the transfer of risk, irrespective of the type of defect, unless another product-specific warranty that goes beyond this applies. This also applies to goods and services that are firmly attached to a building or land. The warranty period shall commence at the time of transfer of risk.
Excluded from the warranty are such defects which arise from arrangement and assembly not carried out by the seller, inadequate equipment, non-observance of the installation requirements and conditions of use, overloading of the parts beyond the performance specified by the seller, negligent or incorrect handling and use of unsuitable operating materials; this also applies to defects which are attributable to material provided by the buyer. The seller is also not liable for damage caused by the actions of third parties, atmospheric discharges, overvoltage and chemical influences. The warranty does not apply to the replacement of parts that are subject to natural wear and tear.
The warranty shall expire immediately if the buyer himself or a third party not expressly authorized by the seller makes changes or repairs to the delivered items without the written consent of the seller; invoices for this will not be accepted.
In the case of a drop shipment, we accept no liability for culpable conduct on the part of the direct service provider (producer/supplier). The direct service provider is not deemed to be our vicarious agent.
If the customer places the goods supplied by us on the market outside the European Economic Area, he undertakes to exclude liability for compensation vis-à-vis his customer under the Product Liability Act, insofar as this is possible under the law applicable or agreed between him and the customer. In this case or in the event of omission of this exclusion obligation, the customer shall be obliged to indemnify and hold us harmless with regard to third-party claims arising from the title of product liability.
6 Liability
The buyer undertakes to follow the instructions for use or operating instructions handed over to him exactly or to have them followed, to observe warnings and to use the object of purchase only as intended. In the event of resale, the reseller must also transfer these obligations to his buyer. The buyer is expressly forbidden to promise additional properties, possible uses and the like to the object of purchase over and above the product properties promised in writing, which could trigger liability on the part of GreenTech within the meaning of the Product Liability Act BGBl. 199/1988.
The customer must always prove the defectiveness of the delivered goods at the time of delivery.
The seller is only liable for damages outside the scope of the Product Liability Act if he can be proven to have acted with intent or gross negligence within the scope of the statutory provisions. Liability for slight negligence, compensation for consequential damages and financial losses, unrealized savings, loss of interest and damages from third-party claims against the buyer are excluded.
7 Retention of title
The delivered goods remain the sole and unrestricted property of GreenTech until all claims to which GreenTech is entitled have been paid in full. If this retention of title should expire due to resale to third parties or installation, the buyer or customer shall assign all claims against third parties arising from this resale or installation to GreenTech when placing the order. The pledging or transfer by way of security of items that are still subject to retention of title is not permitted. The buyer must notify GreenTech immediately of any access by third parties (e.g. seizure). The assertion of the retention of title by GreenTech does not entail the withdrawal from the contract, unless otherwise stated. The buyer is obliged to tolerate all measures that GreenTech deems necessary to assert its ownership, in particular access to its properties and buildings.
8 Place of jurisdiction and law
All disputes arising from the contract - including those concerning its existence or non-existence - shall be decided exclusively by the competent court at the seller's headquarters or the headquarters of the GreenTech branch. The contract is subject to Austrian law. The application of the UNCITRAL Convention of the United Nations on Contracts for the International Sale of Goods is excluded by mutual agreement.
9 Binding nature of the contract
Should any provision of this contract be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties undertake to replace the invalid provision with a permissible provision that comes as close as possible to the economic content of the original provision. In the event of a loophole, the contracting parties undertake to fill it appropriately, taking into account the basic intentions of this contract.
10 General
The headings of the provisions contained in these General Terms and Conditions are for the purposes of clarity and organization only; they may not be used for their interpretation. Any additional terms and conditions of sale and delivery shall apply to foreign transactions and service contracts. As part of the business relationship with the buyer, the collection and processing of personal data is unavoidable. The buyer gives his consent to this and agrees that GreenTech may also transfer data abroad and/or to third parties in the case of company-wide processing of the data (e.g. in contact with suppliers).
11. data protection
The content of these GTC is the privacy policy on our website: Data protection
