Terms and Conditions of Sale of Berolan GmbH
1. Scope of Application
1.1 These General Terms and Conditions (hereinafter referred to as “GTC”) shall govern the business relationship between the company Berolan GmbH, registered under FN 217868 w at the Regional Court of Linz acting as commercial court, Technologiestraße 7, 4341 Arbing, and natural and legal persons for whom the transactions subject to these GTC form part of their business (hereinafter referred to as “Customer”) in regard to all goods and services and offers provided by our company, also where one or more means of distance communication are used for all current and future transactions and other services, even where no express reference to these terms was made in individual cases, in particular in the case of supplementary or follow-up orders. We do not recognize any terms and conditions of theCustomer that are contrary to or different from our GTC or any amendments and/or supplements to our GTC, unless we expressly gave our approval in writing.
1.2 Our GTC are also applicable if we deliver the product to the Customer without reservation being fully aware that the terms and conditions of the Customer are contrary to or different from our GTC. Acts performed by us to fulfill the contract shall in no event be interpreted as approval of such terms and conditions that deviate from any contractual Terms.
2. Offers, Conclustion of Contract
2.1 Our offers are offers without engagement. Any representation of our goods is not a binding offer but an invitation to the Customer to possibly order these products and thus submit a bid. The documentation we provide together with our offer, such as drawings, illustrations, technical data, references to standards or statements in advertising media, does not provide information or a guarantee regarding the nature of the products, unless expressly stated otherwise in writing.
2.2 Offers and quotes shall only be provided in writing. Verbal cost estimates shall have no legal force. Unless otherwise stated the Customer will be charged for offers and quotes provided. We provide offers and quotes without liability for completeness and accuracy on the basis of information provided by the Customer.
2.3 The contract with us shall be deemed concluded if and when we expressly accept the Customer’s bid by providing an order confirmation or by sending the ordered product to the Customer and/or sending a second e-mail to the Customer confirming the dispatch (shipping confirmation). If we do not accept the Customer‘s bid, we shall inform the Customer promptly. Payments already made by the Customer will be refunded immediately. Any claims by a Customer on the grounds of impossibility of performance and/or bid rejection are excluded.
2.4 All agreements made between us and the Customer relating to contract implementation must be in writing to be effective. No commitment, undertaking and guarantee relating to the conclusion of contract that is given by us or differs from these GTC shall be binding until it has been confirmed by us in writing.
3.1 Unless otherwise stated in the order confirmation our prices are quoted in Euro prices ex works Arbing inclusive of customary paper bag packing, without the sales tax payable under the applicable law.
3.2 We shall only be obligated to grant discounts or other price reductions if relevant agreements between us have been made in writing upon placement of order.
3.3 We reserve the right to make adjustments to our pricing due to cost improvements or cost increases after the conclusion of contract for reasons including, but not limited to, collective agreements, fluctuation of currencies, changes in the exchange rate, fiscal charges, customs duty, freight, increases in employees’ wages or material prices, unless fixed prices have been expressly confirmed by us.
4. Terms of Payment, Dunning and Collection Costs
4.1 Unless otherwise stated in the order confirmation the purchase price will be payable net (no deductions) within 30 days of the invoice date. The Customer shall be deemed to have made payment when the Customer’s bank transfer arrives in our business account. The Customer shall state the individual invoice number and the customer number and/or the order number when making the payment. Payment references made by the Customer are not binding on us.
4.2 A discount may only be deducted if specifically agreed in writing and if the Customer has paid all liabilities to be paid up to the date of discount deduction. In the case of payment delay, also in respect of part payments, discount agreements shall cease to have effect.
4.3 Checks and bills of exchange will only be accepted upon separate written agreement and only for processing subject to reimbursement of the bill of exchange and discount charges.
4.4 If the Customer is in arrears, we shall be entitled to charge default interest at a rate of 9.2 % p.a. above the base interest rate of the Austrian National Bank, without prejudice to the right to assert further claims for damages. If the payment deadline is exceeded, even for a single part payment, any deductions granted (rebates, discounts etc.) will be added to the invoice total.
4.5 If it becomes apparent after conclusion of the contract that the Customer may not be able to make payments or if the Customer defaults on payment under any other contractual relationship with us, we shall have the right to suspend the discharge of our duties under this contract until the Customer performs and to accelerate all accruals receivable under the ongoing business relationship. In the case of default, we are additionally entitled to reclaim the products delivered after a reasonable respite and prohibit the resale or further processing of the products delivered. The Customer can avoid all of these legal consequences by making the payment or providing collateral in the amount of the jeopardized payment of our outstanding claims. The regulations of the insolvency law remain unaffected by the aforementioned arrangements.
4.6 The Customer shall only have the right to set-off if its counter-claims have been determined without further legal recourse or are uncontested or have been acknowledged by us. Moreover, the Customer shall have a right of retention provided that its counter-claim arises from the same contractual relationship. If the Customer exercises its right of retention on the basis of alleged defects, the retention amount shall be limited to the amount of costs of fault rectification.
4.7 If the Customer rescinds the contract where no valid ground for rescission exists, the Customer shall be obligated to pay the agreed compensation according to § 1168 ABGB (Austrian General Civil Code). Alternatively, we shall have the right to demand a lump sum compensation in the amount of 30 % of the sale purchase price from the Customer. We reserve the right to claim higher damages furnishing adequate evidence.
4.8 In the case of custom orders, the right to rescind the contract is expressly excluded, and the Customer shall pay the agreed price in full in any event.
4.9 The Customer undertakes to reimburse us for any dunning and collection costs incurred by us as a result of Customer’s default, as far as such expenses are necessary to enforce our claims appropriately.
4.10 Where we handle Customer’s failed payments ourselves, we shall be entitled to charge the Customer a lump sum amount of EUR 40.00 per dunning letter.
5. Default of Acceptance
5.1 If the Customer is in default of acceptance, the risk of accidental destruction or accidental deterioration of the product will pass to the Customer on the day on which the Customer defaults on acceptance.
5.2 In the case of Customer’s default of acceptance we shall be entitled to warehouse the non-accepted product at the Customer’s expense and risk. If we warehouse the product on our premises, we shall charge a storage fee of 1 % of the gross invoice amount for each month commenced, beginning 30 days after the date of the notice of readiness for a shipment; if we use third-party warehousing, we shall charge the Customer the relevant cost incurred by us. Alternatively, we shall have the right to rescind the contract in the case of default of acceptance after the expiry of a reasonable respite set by us and/or to claim damages.
5.3 More extensive claims against the Customer shall remain reserved.
6. Delivery Time and Delivery Delay
6.1 Deadlines for delivery of products/provision of services shall only be binding on us if we have confirmed such deadlines in writing. Delivery periods begin on the posting date of our order confirmation to the Customer, but not before the documents, permits, releases to be obtained by the Customer have been provided or an agreed advance payment has been made by the Customer. We reserve the right of defense of non-performance of contract.
6.2 Unless otherwise agreed the delivery date or delivery period shall be deemed to have been complied with if the goods have left our Arbing works or if the Customer has been informed of readiness for shipment upon expiration of that date or period.
6.3 The delivery date shall be extended in the case of force majeure events such as labor dispute, including, but not limited to, strike and lockout, fire, acts of God, transportation stoppages, shortage of raw materials and energy scarcity, delays of deliveries from subcontractors, and generally occurrence of unforeseen events outside our control, provided that such an event demonstrably affects the completion or delivery of the goods, for the length of time that the event continues, and we shall be released from our obligation to comply with delivery dates and delivery periods. The same shall apply if our suppliers (e.g. mines) experience such events. We shall promptly notify the Customer of such circumstances. If and when performance becomes unfeasible for either party, that party may rescind the contract.
7. Delivery and Call-off Contracts
7.1 The risk of accidental destruction or accidental deterioration of the goods will pass to the Customer on the day on which the goods are handed over to a shipping company or a forwarding agent, in any event when the goods have left our Arbing works at the latest. Our transport insurance covers all goods in transit.
7.2 We shall have the right to make reasonable partial shipments.
7.3 In the case of call-off contracts, i.e. contracts regarding a fixed quantity of contracted goods for which (partial) delivery and/or acceptance must occur upon Customer’s request within a specified time limit, we shall have the right to produce and/or order a third party to produce the complete order quantity en bloc. Unless expressly otherwise agreed change requests after placing the order will not be taken into account. In the case of call-off contracts, we can already exercise our rights under the title of default of acceptance if and when the Customer breaches its acceptance duty in regard to an individual partial shipment. Where partial quantities are called off, each shipment shall be considered a separate transaction in terms of the Customer’s obligation of inspection and giving notice of defect according to § 377 Austrian Commercial Code (UGB) as well as for the price adjustment according to subparagraph 3.3.
8. Intellectual Property and Copyrights
8.1 We retain all of our intellectual property rights and copyrights in regard to illustrations, calculations, drawings and similar documentation – also in electronic form. The Customer shall not provide such material to any third party without our express written consent.
8.2 Where we have delivered goods based on drawings, models, samples or other documentation provided by the Customer, the Customer shall be liable to us for ensuring that no third party intellectual property rights are infringed. If a third party, invoking its intellectual property rights, prohibits us to produce and deliver such goods, we shall have the right to discontinue all contractual work to that extent – without obligation to examine the legal situation – and seek an indemnity from the Customer. The Customer also undertakes to promptly indemnify us against all liability regarding third party claims in this connection.
9. Reservation of Title
9.1 Title to the deliverables under this contract shall not pass to the Customer until we have received full payment of all receivables arising under this contract and from the business relationship with us (Retention of title). In case of running accounts, retention of title shall serve as security for amounts due to us. The Customer may sell or otherwise dispose of the goods supplied by us subject to retention of title only in the ordinary and
due course of business. In this respect the Customer already at this point assigns the receivables due from third parties to whom the deliverables were sold by the Customer to us in the amount of our receivables, with priority and together with all ancillary rights. This power of alienation shall not exist if the Customer is defaulting on any payment to us or, exercising the care of a prudent businessman, must be afraid that it will be impossible to make a payment by the due date.
9.2 The Customer shall be obligated to record an existing retention of title in its books and inform the buyer of the goods subject to retention of title about it.
9.3 The Customer already at this point orders and authorizes us to assert, if necessary, also the rights under the Austrian General Civil Code (ABGB) against its contracting partner on the Customer’s behalf or on our behalf but for Customer’s account, and for that purpose assigns ist rights to exercise such rights according to the ABGB against the contracting partner as well as the newly arising rights to us.
9.4 We hereby accept the aforementioned assignments, but agree to the assigned claims being collected and asserted by the Customer; this agreement is freely revocable at any time. If we disclose the assignment, the Customer shall promptly, at the Customer’s expense, provide us with all the information and documents (at least copies of documents) that are necessary to assert the claims. The pledge or assignment of goods subject to retention of title as security is excluded; the Customer shall promptly inform us in the event of garnishment of or any other third party interference with goods subject to retention of title.
9.5 Enforcement of retention of title does not constitute rescission of contract unless rescission is expressly declared. For returned goods we are entitled to charge transportation and handling expenses incurred.
9.6 The Customer is obligated to handle the product with care; in particular the Customer is obligated to take out adequate replacement coverage at its own expense to protect the product against damage by fire, water and theft.
9.7 The processing or conversion of the product by the Customer shall always be carried out in our name and on our behalf. If the product is processed with items that do not belong to us, we shall be entitled to a share of co-ownership in the new product in proportion of the value of the product (total invoice amount including VAT) to the other processed items at the time of processing. As to the item resulting from the processing, the same shall apply as for the goods supplied subject to retention of title. 9.8 If the product is inseparably mixed with items that do not belong to us, we shall be entitled to a share of co-ownership in the new product in the proportion of the value of the product (total invoice amount including VAT) to the other mixed items at the time of mixing. If the mixing is such that the item of the Customer is considered the main item, it is understood that the Customer shall transfer the pro rata share of ownership to us. The Customer shall preserve the resulting sole ownership or co-ownership share for us. The Customer also assigns to us the claims securing our claims against the Customer which may arise against a third party from the combination of the product with a plot of land.
9.8 Wird die Ware mit anderen, uns nicht gehörenden Gegenständen untrennbar vermischt, so erwerben wir das Miteigentum an der neuen Sache im Verhältnis des Wertes der Ware (Rechnungsendbetrag) zu den anderen vermischten Gegenständen zum Zeitpunkt der Vermischung. Erfolgt die Vermischung in der Weise, dass die Sache des Kunden als Hauptsache anzusehen ist, so gilt als vereinbart, dass der Kunde uns anteil-mäßig Miteigentum überträgt. Der Kunde verwahrt das so entstandene Alleineigentum oder Miteigentum für uns. Der Kunde tritt uns auch die Forderungen zur Sicherung unserer Forderungen gegen ihn ab, die durch die Verbindung der Ware mit einem Grundstück gegen einen Dritten erwachsen.
10.1 We shall fulfill warranty claims on the part of the Customer within a reasonable period of time; in all cases the choice between repair and replacement or price reduction shall be entirely at our discretion. Upon our request the defective product shall be sent to us at the Customer’s expense and returned to the Customer at the Customer’s expense after replacement or repair. The Customer may only seek cancellation of the contract if the defect is substantial and cannot be rectified by replacement or repair, and if price reduction is not acceptable for the Customer. The Customer may only Claim damages aimed at rectification through improvement or replacement if we have fallen into arrears with the fulfillment of warranty claims. Warranty entitlements lapse after 24 months from the date of delivery of the item to the Customer, except when a shorter term is indicated in the relevant product data sheet.
10.2 If the Customer Claims that a defect exists, the Customer must be able to prove that the product was defective upon delivery, failing which the Customer will not be entitled to assert any claims, including, but not limited to, warranty or damages claims; the same applies during the period of six months following delivery. Moreover, according to §§ 377 et seq. Austrian Commercial Code (UGB) the Customer must examine the product immediately, but in no event later than 7 workdays after delivery. The Customer must give us prompt written notice of any defects found, but in no event later than 3 workdays after discovery, describing the type and scope of the defect. Latent defects must be promptly reported in writing, but in no event later than 3 workdays after discovery. If a defect is not reported or notice is not given within the prescribed time limit, the Customer shall be deemed to have accepted the product and consequently forfeits its rights relating to warranty, damages and error. Our obligation to give warranty ends in any event when the applicable warranty period according to 10.1 expires. If a defect claim turns out to have been unjustified, the Customer shall be obligated to reimburse us for all expenses
incurred by us in ascertaining absence of defects or rectification of faults.
10.3 If the product or parts of the product are replaced in the course of improvement, we shall Keep the faulty parts.
10.4 The right of recourse according to § 933b Austrian General Civil Code (ABGB) is excluded.
11.1 For damage resulting from injury to life, body or health we assume liability in accordance with the provisions of law. For financial losses resulting from breach of contractual or pre-contractual obligations, including, but not limited to, impossibility, default etc., we assume liability only in cases of intent or gross negligence. The burden of proof of such conduct lies in any event on the Customer.
11.2 Our liability is limited to the aggregate Limit of liability of our business liability insurance.
11.3 Liability for slight negligence, compensation for consequential damage of all kinds and pure economic loss, failure to realize anticipated savings and loss of profits, loss of interest, indirect damage and losses as well as losses arising from claims of any third party against the Customer are – to the extent permitted by law – excluded. Our liability is generally limited to reasonably foreseeable damage that is typical for the contract.
11.4 After the expiration of six months following the day on which the Customer is aware of the damage and the identity of the Person liable for this damage, but in no event later than after the expiration of one year after delivery of the product, the Customer shall no longer be entitled to claim damages. The provisions of these GTC or otherwise agreed damages provisions shall also be applicable if the claim for damages is made in
addition to or in lieu of a warranty claim.
11.5 We will not be liable for any loss resulting from improper handling or storage, overstraining, failure to observe operating and installation instructions, faulty installation, commissioning, maintenance, servicing by the Customer or third parties that were not granted authorization by us, or normal wear and tear, if that event caused the loss. We also exclude liability for failure to carry out necessary maintenance works.
12. Data processing and storage
12.1 Personal data are processed in accordance with the relevant statutory regulations. The relevant privacy statement can be found at https://www.berolan.at/j/privacy/ at any time.
12.2 The Customer is obligated to notify us if the Customer’s residential or business address has changed, as long as the transaction covered by the contract has not been fully processed yet by both parties. If we receive no notice, statements shall be deemed delivered if sent to the address disclosed to us.
13. Final provisions
13.1 The governing law is the law of the Republic of Austria without regard to the international conflict of law rules. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.
13.2 The place of performance for all duties arising from the contract is our plant in Arbing. Regarding all disputes arising out of this contract, the court having subject matter jurisdiction at the location of our company’s registered office shall have exclusive territorial jurisdiction.
13.3 In cases of doubt the German language version of these GTC shall prevail.
13.4 Amendments to any of the available GTC and agreements that are contrary to our terms and conditions shall only be valid subject to our written approval.
13.5 If any provision of the contract with the Customer including these GTC is or becomes wholly or partially invalid, the validity of the remaining provisions shall not be affected. The parties shall replace such provision by a provision approximating as closely as possible the economic success of the invalid provision. The same applies to any possible regulation gaps in the contract including these GTC.
General Terms and Conditions of Purchase of Berolan GmbH
1. Scope of Application
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) shall govern the business relationship between the company Berolan GmbH, registered under FN 217868 w at the Regional Court of Linz acting as commercial court, Technologiestraße 7, 4341 Arbing, and natural and legal persons for whom the transactions subject to these GTC form part of their business (hereinafter referred to as “Supplier”) in regard to all goods, services and offers provided by the Supplier for all current and future transactions and other services, even where no express reference to these terms was made in individual cases, in particular in the case of supplementary or follow-up orders in the future. We do not recognize any terms and conditions of the Supplier that are contrary to or different from our GTC or any amendments and/or supplements to our GTC, unless we expressly gave our approval in writing.
1.2. Our GTC are also applicable if we accept the Supplier’s shipment without reservation being fully aware that the terms and conditions of the Supplier are contrary to or different from our GTC. Acts performed by us to fulfill the contract shall in no event be interpreted as approval of such deviating contractual terms.
2. Bids and Conclusion of Contract
2.1. Unless otherwise specified by us, a bid shall be binding for a minimum period of 6 months.
2.2 Only written Purchase Orders issued by us and signed by an authorized officer of the company shall be legally binding. The written form requirement shall also be deemed met if the Purchase Order is placed via telefax. Agreements reached by a verbal exchange in person or via telephone shall only be effective if confirmed by us in writing (including by telefax).
2.3. Any quotation given by you shall be free of charge, regardless of time and effort invested.
2.4. We shall enter into indivisible package supply agreements.
2.5. We shall have the right to cancel the agreement, without giving reasons, against payment of a penalty (§ 909 General Civil Code (ABGB)) of 10 % of the price exclusive of VAT. If the actual amount of loss incurred is lower than that, the lower amount will be refunded.
2.6. If chemicals or other dangerous goods are supplied, the relevant DIN Safety Data Sheets 91/155/EEC or equivalent documentation must be included in the order confirmation and/or at the latest upon shipment.
In the event that a force majeure or any other event, such as war, riot, seizure and acts of state or governmental action, strikes, lock-outs, fire, acts of God, extraordinary changes in the market etc., impedes or prohibits us from continuing our business, we shall be entitled to suspend our contractual obligations or cancel the contract. No entitlement to claim compensation for damages shall arise out of such a situation.
The Supplier is obliged to take back the packaging waste free of charge at our request.
5.1. Shipments shall be delivered to our plant at the Supplier’s risk. The address for shipment provided by us and the Order Number and the Department shall be quoted in all letters, advices of delivery, consignment notes, accompanying documents, package addresses, invoices etc.
5.2. The Supplier shall bear the costs of and risk during transport until the shipment is handed over at our plant. The Supplier shall take out transport insurance for the goods and package them properly. The Supplier shall be liable for any damage caused by improper packing before the shipment is accepted by us.
6. Taking delivery of the goods
When the goods arrive in our receiving area, a delivery note must be enclosed in the shipment.
7.1. We shall have the right to cancel the contract for cause, including, but not limited to, for the following reasons:
> the Supplier infringes regulatory requirements or the provisions of these Terms and Conditions of Purchase;
> the Supplier took certain measures, including, but not limited to, entering into agreements with other companies that are disadvantageous to our interests or transgressing standards or principles of competition;
> the Supplier, directly or indirectly, promised or paid any benefits to employees of our company that are involved in the contracting process and/or put them at a disadvantage or threatened to do that;
> the shipment fails to conform to the agreements made or – in the absence of such agreements – the normal commercial conditions.
7.2. Any extra cost incurred by us during the cover purchase shall be paid by the Supplier, without prejudice to our rights or remedies e.g. for delay etc., all of which are expressly reserved.
7.3. If any of the reasons listed above exists, we shall have the right to cancel, in whole or in part, an unfulfilled order.
7.4. We shall be entitled to substitute performance at the Supplier’s risk and expense, if the aforementioned reasons that entitle us to cancel the contract exist, after requesting the Supplier once and setting a final deadline of 14 days (from the date stamp) for the Supplier, or in the case of exigent circumstances immediately without further notice. Any cost and damage resulting from substitute performance shall be borne by the Supplier. We may offset such amounts against the accounts payable to the Supplier.
8. Warranty / Liability
8.1. In the event of a warranty claim we shall have the right, at our sole discretion, to request improvement, replacement, price reduction or cancellation.
8.2. § 377 Austrian Commercial Code (UGB) shall not apply.
8.3. We reserve the right to do rework ourselves at the Supplier’s cost or to return the shipment requesting new shipment or touching up. If the defect cannot be detected before the product is processed or started up, we shall have the right to claim compensation for wasted work. Defective goods or goods which do not conform to the specifications of the Purchase Order will be returned at the Supplier’s cost and risk.
8.4. The Supplier warrants in regard to its goods or services for at least the statutory warranty periods after startup or use, or after remedying defects which are notified to the Supplier, if any, that the delivered Product will have no defect in use or operation and has the properties specified by the Supplier. Any subsequent repair or replacement shall be implemented without undue delay and free of charge. Furthermore, the Supplier warrants that its shipments are in compliance with the requirements of the safety at work and accident prevention regulations, in particular that the required safety devices are also supplied, even if individual components that are required for a flawless operation are not specified separately in the order letter. Additionally, the Supplier undertakes to implement the shipment in accordance with the requirements of the relevant professional society.
8.5. Disclaimers and limitations of liability by the Supplier, in particular disclaimers or limitations of warranty or indemnifications, will not be accepted.
9. Invoices, Prices and Payment
9.1. Invoices will be paid on the basis of the quantities and numbers established by us.
9.2. All goods and services provided by the Supplier will be paid for on the basis of fixed prices exclusive of VAT. The agreed fixed prices include all services that are required for performance of the contract, including, but not limited to, the costs of license fees, packing, transport, insurance and unloading, public taxes and duties, and social security benefits and expenses, if any.
9.3. In all documents relating to the Purchase Order, including, but not limited to, invoices, our order number must be quoted, failing which we shall have the right to return them without processing them, and in case of doubt such documents shall not be deemed received.
9.4. Unless otherwise agreed payment of the invoice will be made, at our discretion, as follows: payments within 14 days of shipment and invoice receipt can take a discount of 2 %; or payment within 30 days without deduction, provided that we were able to ensure by then that the goods conform to their description. The due date of the invoice amount is counted from the date of receipt of the invoice and the goods. Should, after entering into the contract and before the warranty period expires, circumstances become known which are likely to negatively affect the Supplier’s creditworthiness, we shall have the right to withhold payment of 10 % of the contract sum as security for potential warranty claims on our part. These 10 % shall become payable if the goods delivered are in conformity with the contract upon expiry of the warranty period.
10. Place of performance and Transfer
10.1. The place of performance for the goods and/or services is the destination specified by us (in particular in the Purchase Order) or the registered office of our company.
10.2. If a delay in delivery of the goods and/or services is foreseeable for the Supplier, the Supplier shall promptly notify us that a delay is imminent and how long it will last. The notification does not give rise to a release from the penalty described below.
10.3. If the Supplier fails to deliver goods within the specified time, we shall have the right to reduce the price by 0.5 % of the total contract amount exclusive of VAT per day for every day of delay started, not exceeding 10 % of the total contract amount exclusive of VAT. The same shall also apply if the Supplier delivers a partial shipment and/or partial performance after the agreed date of delivery and/or performance and it is accepted by us.
11. Intellectual property rights
The Supplier expressly warrants that no infringement of intellectual property rights and third-party trade mark rights arises out of the contract performance; the Supplier fully indemnifies and keeps us harmless in this respect.
12. Certificates of Analysis, Key technical data, Quality inspection
The certificates of analysis, key technical data and quality inspections remain our property and may not be used, reproduced or made accessible to third parties by the Supplier without our express written approval. Nor shall the use of excerpts and the manufacture of individual parts for third-party account be permitted.
13. Assignment and Subcontracting, Set-Off
13.1. The Supplier shall not assign the accounts receivable under the Purchase Order to third parties without our express written consent. The order placed shall not, in whole or in part, be subcontracted without our express written consent.
13.2. Any right to set-off based on any counterclaim against our claims shall be excluded.
The Supplier shall not subcontract, in whole or in part, our Purchase Order without our prior express written consent.
15. Misuse of Purchase Orders
Using Purchase Orders for advertising purposes is not permitted. Using them to represent the Supplier’s course of business in reports and publications is not permitted.
16. Final provisions
16.1 The laws of the Republic of Austria shall apply without regard for the international conflict of law provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply to these GTC.
16.2 The place of performance for all obligations arising under the contract is our plant in Arbing. Regarding all disputes arising out of this contract, the court having subject matter jurisdiction at the location of our company’s registered office shall have exclusive territorial jurisdiction.
16.3 In cases of doubt the German language version of these GTC shall prevail.
16.4 Amendments to any of the available GTC and agreements that are contrary to our terms and conditions shall only be valid subject to our written approval.
16.5 If any provision of the contract with the Customer including these GTC is or becomes wholly or partially invalid, the validity of the remaining provisions shall not be affected. The parties shall replace such provision by a provision approximating as closely as possible the economic success of the invalid provision. The same applies to any possible regulation gaps in the contract including these GTC.
17. Data processing and Data storage
17.1 The personal data are processed in accordance with the relevant statutory egulations. The relevant privacy statement can be found at https://www.berolan.at/j/privacy/ at any time.
17.2 The Supplier is obligated to notify us if the Supplier’s residential or business address has changed, as long as the transaction covered by the contract has not been fully processed yet by both parties. If we receive no notice, statements shall be deemed delivered if sent to the address disclosed to us.