General Terms and Conditions of Purchase of UWITEC GmbH
Status April 2021
- These General Terms and Conditions of Purchase, hereinafter referred to as GTCP for short, shall apply to all contracts concluded by us, UWITEC GmbH, hereinafter also referred to as Client for short, with our suppliers, hereinafter also referred to as Contractor for short, insofar as these are entrepreneurs within the meaning of the Consumer Protection Act. They become an integral part of the contracts concluded and also apply to all future legal transactions with our suppliers.
- We conclude contracts only on the basis of these Terms and Conditions of Purchase. Contradictory, supplementary or deviating terms and conditions of the contractors shall only become part of the contract if we expressly acknowledge this in writing. The uncontradicted acceptance of deliveries and services and their payment as well as silence on our part shall in no case constitute an acceptance of the contractor’s terms and conditions. We object to all additional or conflicting terms and conditions in offers, order acceptances or confirmations of the contractor. Reference to letters of the contractor in which reference is made to its terms and conditions of purchase shall also not constitute agreement to these.
II Submission of offers
The contractor shall have no claim to remuneration for offers, visits, consultations and sketches for offers.
III. Placing of orders
- All contracts with us shall only be concluded in writing, whereby our order shall be decisive for the content of the contract, irrespective of any deviating offers by the supplier. Orders on our part must be confirmed in writing by the supplier within 5 working days in full with the details stated in point 2, otherwise we are not bound by them.
- All order confirmations shall state our order number, the article numbers, delivery quantity, delivery address, country of origin, customs tariff number, delivery date and the unit price.
IV. Content of performance
- The content and scope of performance shall be determined by the order and the documents, plans, samples, etc. specified therein.
- Clerical errors, miscalculations or other obvious inaccuracies in orders or other declarations can be corrected by us at any time – even after conclusion of the contract – without any obligations arising for us.
- We are entitled to change the time and place of delivery as well as the type of packaging at any time by giving written notice of at least one week before the agreed delivery date. The same applies to changes in product specifications, insofar as these can be implemented within the framework of the supplier’s normal manufacturing process and without significant additional expenditure. In this case, the change must be announced at least 2 weeks before the agreed delivery. The supplier shall be entitled to reasonable additional expenses incurred and documented as a result of the change. If changes result in delays in delivery, the delivery date shall be extended accordingly, whereby the supplier must notify the additional costs as well as the delay in delivery within a period of one week after notification.
- Partial and excess deliveries are only permissible with our express written consent.
- The supplier must enclose its proof of preference, e.g. the declaration of origin, with the delivery for deliveries from preferential countries. For intra-Community and intra-Austrian deliveries, the supplier shall provide long-term supplier declarations in accordance with the relevant EU implementing regulation. Non-preferential proofs of origin, e.g. in the form of certificates of origin, shall be provided upon request. Upon request by us, these long-term supplier declarations shall be issued at the beginning of the year for the previous and the following year. In addition, the supplier undertakes to inform us of any necessary official permits and notification requirements for the import and distribution of goods and to comply with the export control regulations relevant at the time of delivery, such as those resulting from the Dual-Use Regulation. For each contractual item or part thereof affected by export control, the relevant export control list and the list item shall be specified.
- Furthermore, the supplier undertakes to comply with all relevant standards, in particular with regard to safety, environmental protection, hazardous substances, hazardous goods and accident prevention regulations, when delivering goods or providing services. In particular, he warrants to comply with all legal requirements resulting from the EU regulations on chemical protection (REACH) and to provide us with sufficient information for the safe use of the products in accordance with this provision. Furthermore, he warrants that the delivered goods are not subject to any other substance prohibitions, for example the ROHS Directive, and that all goods comply with the required markings of the relevant regulations.
- No payment shall be due before complete delivery or performance including provision of the ancillary services owed in accordance with points 5 and 6. Page 2 of 3.
V. Delivery time
- The delivery time stated in our orders is binding. The supplier is obliged to notify us of any delays in delivery immediately after becoming aware of them. This also applies if the supplier assumes that we are already aware of the circumstances and reasons stated.
- In the event of a delay on the part of the supplier, we shall be entitled to demand lump-sum damages from the supplier without setting any further grace period. This shall amount to 1% of the order value or the value of the goods or services called off for each working day of delay or part thereof, but at least € 100.00. This shall not affect the assertion of any further damage.
- The rights of us to terminate the contract after setting a reasonable deadline and to claim the non-performance damage incurred shall also remain unaffected. In addition, in the case of a framework agreement, we are entitled to terminate the entire framework agreement after setting a 14-day grace period in the event of default with individual deliveries.
- The prices stated in the orders and order confirmations are fixed prices and binding. They do not include the statutory value added tax and, in the absence of an express agreement to the contrary, include delivery free domicile. The prices shall include all expenses for transport, insurance, packaging as well as customs duties, taxes, etc. The contractor’s invoices shall include all costs incurred in connection with the delivery.
- The contractor’s invoices must meet all the requirements of the Value Added Tax Act. In addition, the invoices shall contain the order number and part number of the Customer, the delivery note and part number of the Contractor, the quantity delivered, the statistical goods number (customs tariff number), the country of origin, the unit price and the total price per item. The invoice can also be sent by email to email@example.com. If the invoice does not comply with the stated requirements, the invoiced fee shall not be due.
- The fee is due for payment within 30 days after complete and defect-free delivery or service and transmission of a proper invoice. If payment is made within 14 days of receipt of delivery and invoice, we are entitled to deduct a discount of 3% of the invoice amount.
- In the event of default, default interest in the amount of 5 percentage points above the base interest rate pursuant to § 456 of the Austrian Commercial Code (UGB) shall be agreed in deviation from the statutory regulations.
VII Transfer of risk
Unless otherwise agreed, all deliveries shall be made free domicile and the risk of the delivered goods shall not pass to us until they have been handed over.
VIII. Warranty and compensation for damages due to defects
- The Contractor warrants that the items delivered and services rendered comply with the agreed properties, in particular the contractually agreed specifications, the current state of science and technology at the time of delivery or performance as well as the statutory, official, industry-specific standards and requirements applicable to them at that time, in particular safety-related, environmental protection, hazardous materials, dangerous goods and accident prevention regulations as well as quality assurance requirements and are suitable for the intended purpose recognisable to the Contractor.
- The warranty period is agreed as 3 years from delivery. In the event of a defect, we shall be entitled to demand either the rectification of the defect or the replacement of the delivered goods by goods free of defects. In the event of delay in remedying the defect, we shall be entitled to remedy the defect by way of substitute performance at the contractor’s expense and the contractor shall reimburse the costs incurred for this. Furthermore, the contractor shall reimburse us for all transport, travel, labour, material and dismantling and reinstallation costs.
- Our obligation to give notice of defects is limited to obvious defects and such defects which are recognisable on external inspection including the delivery documents, such as transport damage, incorrect or short delivery. Beyond this, there is no obligation on our part to give notice of defects. The complaint is in any case timely if it is made within 14 days of becoming aware of the defect.
- If no quality assurance agreement has been concluded between us and the supplier, the supplier shall be obliged to set up, maintain and implement a quality assurance system which is suitable in terms of type and scope and which corresponds to the state of the art. He shall keep records, in particular of his quality inspections, and make them available to us upon request.
- If we provide materials for the goods to be manufactured and these are unsuitable for production, the supplier must inform us of this immediately, otherwise he shall lose his claim to payment and be liable to us for the resulting damage. Page 3 of 3
IX. Retention of title
- If we provide materials which are processed by the supplier, we shall acquire co-ownership of the processed item in the ratio of the value of the materials provided to us to the other processed items of the supplier.
- All rights to the plans, drawings, illustrations, calculations and descriptions as well as tools provided by us remain our property, may only be used by the supplier for the fulfilment of the contract and must be returned to us immediately upon request.
- Any changes to the documents and tools provided are prohibited without our written consent.
- Retention of title by the supplier to the goods delivered to us is excluded.
X. Prohibition of assignment
An assignment of claims of the supplier is not permitted without our express written consent.
The supplier is obliged to keep all information, data, illustrations, drawings, calculations and documents as well as models or samples received from us strictly confidential. They may only be made accessible to third parties with our express consent. A right of retention of the supplier to these documents and tools is expressly excluded. Only information and data which were already known to the supplier at the time of conclusion of the contract or which were publicly accessible or later became publicly accessible are excluded from the obligation to maintain secrecy. The confidentiality obligation shall continue to exist for a period of ten years after termination of the contract. In the event of a breach of the confidentiality obligation, a contractual penalty of € 10,000.00, which is not subject to judicial mitigation, is agreed for each breach, irrespective of fault. The assertion by us of a claim for damages in excess thereof shall remain unaffected.
XII. Liability of the supplier
The supplier shall fully indemnify and hold us harmless against all claims for compensation by third parties resulting from the defectiveness of its product in accordance with the Product Liability Act. Furthermore, the supplier shall reimburse us for all expenses resulting from the fact that we have to carry out a recall action due to a product defect of the delivered product. The supplier undertakes to take out and maintain at its own expense a business and product liability insurance with an appropriate sum insured in the amount of € 10 million per personal injury and property damage. The existence of the insurance must be proven to us at any time upon request. Any further legal claims shall remain unaffected.
XIII Industrial property rights
The supplier warrants that the goods and services supplied by him do not infringe any third-party industrial property rights and undertakes to indemnify and hold us harmless in full against any third-party claims resulting from infringements of industrial property rights.
XIV Applicable law, place of jurisdiction and other matters
- All contracts concluded between us and the supplier shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
- Our registered office in 5310 Mondsee is agreed as the place of performance for all deliveries and services.
- For all disputes arising in connection with the concluded contracts, including questions of the legally valid conclusion of contracts, the exclusive jurisdiction of the court having subject-matter jurisdiction for the political municipality of 5310 Mondsee is agreed.
- Amendments, supplements or terminations of the contracts must be made in writing. This shall also apply to any waiver of the written form requirement. Verbal subsidiary agreements do not exist. The written form requirement shall also apply to transmission by fax or email. However, notices of termination must be in writing and sent by letter in order to be effective.
- Should individual provisions of these terms and conditions be or become invalid, this shall not affect the validity of the remaining provisions. An invalid provision shall be deemed to be replaced by a provision that comes as close as possible to the economic purpose and the legal provisions of the invalid provision and is valid, provided that this does not result in a significant change to the content of the contract.