GENERAL TERMS AND CONDITIONS OF SALE

PREAMBLE       

Our business is a limited liability company registered in Austria. Unless otherwise stipulated in the following General Terms and Conditions of Sale, legal transactions with us are subject to commercial law and custom. Our delivery shall be effected solely on the basis of our General Terms and Conditions of Sale, which hereby form an integral part of contracts and are also therefore binding upon our contracting parties. References to General Terms and Conditions of Sale by contracting parties in orders or other documents that precede the order, which deviate from ours, shall not be deemed to have been added. Products will be delivered exclusively to entrepreneurs within the meaning of the Corporate Code.

 

1. OBLIGATION TO DELIVER   

Our confirmation of order in writing shall be authoritative for the scope of obligation to deliver. All orders shall be considered accepted only when they have been confirmed by us by e-mail. Side agreements or subsequent changes of the purchase agreement will require our written confirmation. Any conditions which are inconsistent with these General Terms and Conditions will be recognised by us only if we have expressly confirmed them in writing.  The availability of the products displayed in the webshop is subject to change without prior notice. Our Sales department will be available to our customers for those orders the quantities of which exceed the capacity of the web shop. We reserve the right to refuse deliveries on the basis of mandatory and contractual provisions (e.g. national export regulations, sales to private individuals,...)

 

2. DELIVERY DEADLINE           

Delivery deadlines shall then be legally binding if set down in the confirmation of order, and confirmed by us in writing as “binding”. In the absence of any other agreement, our delivery deadlines shall remain subject to review. Information on availabilities and delivery periods of products in the webshop is approximate and subject to change. The webshop contains both products that are in stock and such that are not. As a rule, the delivery takes place as soon as all products are ready for shipment.

 

An agreed delivery deadline is binding unless circumstances occur which are unforeseeable or beyond the will of the contracting parties, such as all instances of force majeure which impede compliance. Such circumstances shall also include armed conflicts, interventions and prohibitions on the part of official bodies and authorities,

delays in respect of transport and customs clearance, loss in transit, energy and raw material shortages, or furthermore rejection of a substantial or significant part of the work, labour disputes, or the loss of a major sub-contractor who is difficult to replace; the same shall apply even in the event of such circumstances arising in the case of sub-contractors. The onset of such impediments shall entitle us to postpone the deliveries by the period of the impediment, or to withdraw from the contract of sale due to impossibility of fulfilment.

In the event of the agreed delivery deadline being exceeded by more than 8 weeks due to our demonstrable fault alone, then the purchaser shall be entitled to rescind the contract. This right of rescission, however, shall be conditional upon the purchaser notifying us, by registered letter, of his intention to exercise the right

of rescission at least 14 days prior to exercise thereof. If the delivery is effected within this period, the right of rescission shall not apply.

In the event of delayed acceptance by the purchaser, we shall be entitled to set a subsequent period of grace of at least 14 days and; following ineffectual expiry of this period of grace, we shall be entitled either to claim the purchase price, without the opportunity to raise a concurrent objection, to withdraw from the contract, or to claim compensatory damages for non-fulfilment being open to the purchaser.

The rights in respect of delayed acceptance shall be due to us without reminder or the granting of a period of grace if the purchaser or one of his ceditors has submitted an application for insolvency proceedings.

In the event of our demanding compensatory damages due to non-fulfilment, we shall be entitled to claim 10 % of the agreed purchase price by way of compensatory damages, without further proof being required; the right to claim higher damages is reserved. 

 

3. DELIVERY     

Delivery will take place only on the basis of these General Terms and Conditions, which the buyer acknowledges by using our webshop. The merchandise shall be transported on the account and at the risk of the purchaser. The purchaser shall be obliged to accept the delivery. In the event of unjustified return of merchandise free of defects, the purchaser shall bear all dispatch costs, appropriate storage costs, and additional packing costs.

 

4. GUARANTEE AND COMPENSATORY DAMAGES      

The technical information that we provide is to be regarded as approximate. We reserve the right to effect modifications or design improvements at any time.

Complaints regarding the quality, type, or quantity of merchandise are to be notified to us in writing immediately on receipt of the goods; hidden defects shall be subject to the provisions of the Commercial Code with regard to the requirement for the purchaser to give notice of defects. In the event of any modifications to the merchandise being carried out by the purchaser, then any obligation to effect replacement on our part shall expire.

Date-code restrictions of customers whatsoever, can not be accepted. We can not guarantee a certain age of products provided by us. However, we do provide for the quality of our products as set forth in section 4 of our general terms and conditions.

In amendment to § 933 ABGB [Austrian Civil Code], a warranty period of six months is agreed.

Defective product items are to be returned to us carriage and postage paid, or made available for inspection by us, at our discretion. In the event of the complaint being justified, we shall, upon return of the defective items, provide replacement free of charge and carriage paid. Claims for rescission of contract or for reduction of the purchase price may be asserted then only if neither rectification nor replacement is possible. We will rectify the defect if this should not be impractical. In the event of impossibility or impracticality of rectifying the defect, in particular if this would entail disproportionate expense for us, we shall be entitled to settle the claims under guarantee by a reduction in price, or to rescind the contract, at our discretion, in which case performance and counter-performance are to be deferred.

Items which are the subject of complaint are to be returned to us carriage and postage paid or retained for inspection by us, at our discretion. In the event of the complaint being justified, we shall, upon return of the defective items, provide replacement free of charge and carriage paid, or carry out rectification of the defect, at our discretion. Claims for rescission of contract or for reduction of the purchase price or for compensatory damages shall be excluded.

Liability in respect of defects shall not relate to natural wear and tear, damage resulting from incorrect or negligent handling, storage, or excessive strain, and the action of chemicals or electricity, which occur through no fault of ours or of our suppliers.

The purchaser acknowledges and agrees that, in the event of assertion of a warranty claim by the purchaser, we shall be entitled to transfer remedying of the asserted defect to an expert company to be named by us, with all rights and obligations, and with the effect of discharging us of our liability. We shall only be liable for damages if the purchaser can prove wilful damage or gross negligence to us. Liability for minor negligence, compensation for consequential loss, such as production stoppages or production shutdowns, expenditure for additional work by the purchaser and concomitant expenses, compensation for financial loss, savings not achieved, interest rate losses, and compensation for damages arising from third-party claims against the purchaser shall be excluded.

 

5. PRICES          

Prices shall apply ex -works (Perchtoldsdorf – INCOTERM 2010:EXW), including packing, in EURO, unless otherwise agreed, plus statutory Value Added Tax and the shipping costs. The prices of the products offered in the webshop are subject to change without prior notice.

 

6. PAYMENT      

The delivery will take place exclusively upon receipt of the payment including shipping costs to our account. The account details are available in the webshop. The purchaser shall not be entitled to withhold or offset payments, even on the grounds of complaint regarding the delivery or any possible counter-claims, without our prior consent; the purchaser must assert any such claims by means of a legal action for claim.

 

7. RETENTION OF TITLE           

The purchaser is not entitled to sell to third parties the goods we delivered in the ordinary course of business; products ordered using the webshop are intended exclusively for the purchaser’s own use.  To order products for resale to third parties, please contact our Sales department.

 

8. PLACE OF PERFORMANCE              

The place of performance and jurisdiction for all disputes arising from the contractual relationship shall be Vienna. The parties agree that any and all disputes or claims shall be subject to the jurisdiction of the commercial Courts in Vienna (Bezirksgericht für Handelssachen, Handelsgericht). Austrian law shall prevail for the contractual relationship only excluding its conflict of law rules and the UN Sales Convention. We shall be entitled to assert our claims also before the competent authorities and courts local and pertinent to the purchaser.

 

9. OBLIGATIONS DERIVING FROM THE CONTRACT     

In the event of individual provisions of these General Terms and Conditions of Sale  being rendered invalid, in whole or in part, the validity of the remaining conditions shall not be thereby affected. The invalid provision shall be replaced by that which most closely resembles this provision, according to commercial law or commercial usage.

 

10. CONCLUDING PROVISIONS            

Ancillary agreements shall be required to be in writing in order to take effect; verbal ancillary agreements shall accordingly be deemed not to constitute valid agreements; this shall also apply to the waiving of the formal requirement for the use of the written form in such agreements. In addition, the General Terms and Conditions of CODICO GmbH (version of 21 October 2013) shall apply, unless special provisions are included in the General Terms and Conditions for Orders.

 

Issue 07, Perchtoldsdorf October 21st, 2013

 

CODICO GmbH  •  Zwingenstrasse 6 - 8  • A-2380 Perchtoldsdorf

 

Tel: +43 1 86 305 • Fax: +43 1 86 305-5000 • e-mail: office@codico.com • www.codico.com