All deliveries and services – including future ones – arising from ongoing business relationships are provided exclusively on the basis of these Terms and Conditions of Sale and Delivery.

The following provisions also apply to e-commerce, unless separate terms have been established for it. For consumer transactions, §§ 5a et seq. of the Austrian Consumer Protection Act (KSchG) additionally apply.

We do not recognise any conflicting terms of the buyer or any terms of the buyer that deviate from our terms, unless we have expressly agreed to them in writing. Our offers are subject to change and non-binding unless we expressly designate them as binding in writing. All agreements concerning the execution of an order must be recorded in writing between us and the buyer.

Orders placed by the buyer are only deemed accepted upon delivery of our written order confirmation. Additions, amendments or side agreements to or concerning agreements require our written confirmation to be effective.

Our prices are exclusive of the applicable value added tax (VAT).

VAT is shown separately on the invoice at the statutory rate applicable on the invoice date.

A cash discount may only be deducted if agreed in writing.

Fixed prices require an express written agreement. Otherwise, where delivery dates are agreed more than four weeks after conclusion of the contract, we are entitled to charge the price valid on the day of delivery.

Stated dates and deadlines are only binding if agreed in writing. The delivery period begins on the date of the written order confirmation, but not before we have received the documents that the buyer must provide and that are required to execute the order.

If we are obliged to perform in advance and, after conclusion of the contract, we become aware of circumstances indicating a significant deterioration in the buyer's financial situation, we may, at our discretion, demand either security within a reasonable period or payment concurrently upon delivery. If the buyer does not comply with this demand, we are entitled, without prejudice to further statutory rights, to withdraw from the part of the contract not yet fulfilled. A significant deterioration in the buyer's financial situation is presumed in particular if the buyer fails to honour bills of exchange or cheques for reasons for which the buyer is responsible.

Delivery delays caused by force majeure or by unforeseeable circumstances for which we are not responsible – such as operational disruptions, strikes, lockouts, lack of means of transport, difficulties in procuring raw materials, official orders or late delivery by our suppliers – do not place us in default. An agreed delivery period is extended by the duration of the hindrance. If the hindrance lasts longer than three months, both we and the buyer are entitled, after setting a reasonable grace period, to withdraw from the contract with respect to the part not yet fulfilled. Claims for damages are excluded in this case.

Grades and dimensions are determined by DIN standards or material data sheets; in their absence, the corresponding European standards (EN) apply; in their absence, trade usage applies, unless otherwise agreed in writing.

Where it is customary in the trade that, for goods charged by weight, the weight determined at the plant by weighmasters is authoritative, this applies. The total weight of the shipment is decisive for invoicing. Differences compared to the calculated individual weights are distributed proportionally among them.

Weight deviations can only be recognised if they are reported immediately after delivery. Proof of a weight deviation requires an official re-weighing.

We reserve the right to deliver more or less within customary trade limits (deviations of up to 10%), unless expressly agreed otherwise.

Goods are shipped at the customer's risk. Risk passes to the buyer upon dispatch from the warehouse or plant, including for partial deliveries, unless otherwise agreed in the individual case.

Goods notified as ready for dispatch must be called off without delay. Otherwise, we are entitled to ship them or to store them at the buyer's cost and risk and to invoice them immediately.

Waiting times during unloading at the delivery address specified by the buyer will be invoiced to the buyer.

We are entitled to make partial deliveries unless this conflicts with a legitimate interest of the buyer.

Each payment is applied to the oldest invoice due. Bills of exchange and cheques are only ever accepted on account of performance, not in discharge of the debt. Discount and bank charges are borne by the buyer and are payable immediately in cash. If the buyer is in default of payment, we are entitled to charge default interest of 5% per annum above the applicable base rate of the European Central Bank.

Until all claims arising from present or future legal relationships have been fulfilled, we may demand security from the buyer at any time. We will release securities provided, at our discretion, insofar as their value permanently exceeds the claims by more than 20%.

Delivered goods remain our property until paid for in full (goods subject to retention of title). Any processing or combination of such goods by the buyer is always carried out on our behalf as manufacturer, without creating any obligation for us. If our ownership would lapse through processing or combination, it is agreed upon the buyer's order that we acquire co-ownership of the resulting item in proportion to the value of our goods. The buyer shall keep the co-owned item in safe custody for us free of charge.

Provided the buyer is not in default of payment, the buyer is entitled to process and sell the goods subject to retention of title in the ordinary course of business. Pledging such goods or transferring them by way of security is not permitted. The buyer hereby assigns to us in full, by way of security, all claims against third parties arising from resale or any other legal ground relating to the goods subject to retention of title, with effect from acceptance of the goods by the third party. The buyer shall properly record this assignment in its books and authorises us, or an agent appointed by us who is bound by professional secrecy, to inspect this. We revocably authorise the buyer to collect the claims assigned to us in its own name for our account. Upon request, the buyer shall inform us of its debtor and the amount of the outstanding claim, and disclose the assignment to its debtor.

If third parties access the goods subject to retention of title, the buyer shall point out our ownership and notify us without delay. Any costs and damages shall be borne by the buyer.

In the event of conduct by the buyer in breach of contract – in particular default of payment – we are entitled to take back the goods subject to retention of title at the buyer's expense or, where applicable, to demand assignment of the buyer's claims for surrender against third parties. Taking back or seizure of the goods by us does not constitute withdrawal from the contract. The right to claim damages remains unaffected.

If the delivered goods are defective or lack warranted characteristics, or become defective within the warranty period due to manufacturing or material defects, we will, at our discretion, either deliver a replacement or repair the goods, to the exclusion of any other warranty claims of the buyer – in particular excluding liability for the buyer's consequential damages. Multiple repair attempts are permitted.

The warranty period is 6 months and begins at the time of delivery to the buyer.

The buyer must inspect the delivered goods for any damage immediately upon receipt. We must be notified of any damage or loss within 14 days of delivery, stating the defects precisely; otherwise the delivery is deemed approved. Defects that cannot be discovered within 14 days of delivery even with careful inspection must be reported to us in writing immediately upon discovery, stating the defect precisely; otherwise the delivery is deemed approved. Defective items must be kept available for our inspection in the condition they were in when the defect was discovered. Rejected goods may only be returned with our written consent. Failure to comply with these provisions excludes all claims against us for defective delivery.

The burden of proving that the goods are defective always lies with the buyer; the presumption of defectiveness under § 924 of the Austrian Civil Code (ABGB) does not apply.

If a replacement delivery or repair is unsuccessful after a reasonable period, the buyer may, at its option, demand a price reduction or rescission of the supply contract.

Claims for damages and reimbursement of expenses due to defects in the delivered goods (hereinafter “damages”) are excluded insofar as we are unable to provide subsequent performance for reasons for which we are not responsible. Claims for damages for defects and for consequential damages resulting from the delivery of defective goods are excluded unless we are at fault for the defect.

We are liable to the buyer for information and advice on the use of its products, within the limits of clause 8.1, only if a separate fee has been agreed for this.

If the buyer withdraws from the contract for reasons for which we are not responsible, we are entitled to demand liquidated damages amounting to 50% of the net order value. The same applies if we withdraw from the contract for reasons for which the buyer is not responsible.

The place of performance for delivery is the respective place of loading. The place of performance for payments is exclusively the registered office of our company.

If the purchaser is a merchant, the place of jurisdiction is the registered office of our company. This also applies to documentary, bill-of-exchange and cheque proceedings. However, we are entitled to sue the purchaser at the court of its registered office.

The contract is governed exclusively by Austrian law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Should one or more provisions of these Terms and Conditions of Sale and Delivery be or become invalid, or should this contract contain a gap, the parties shall replace or supplement the invalid or incomplete provision with an appropriate provision that comes as close as possible to the economic purpose of the intended provision. The validity of the remaining provisions remains unaffected.

These General Terms and Conditions of Purchase apply to all orders – including future orders – for goods and services and to their processing. We do not recognise any conflicting terms of the seller or any terms of the seller that deviate from these Terms of Purchase, unless otherwise provided in these Terms of Purchase or in the contract with the seller. Our acceptance of goods without express objection shall under no circumstances be deemed recognition of the seller's terms.

Verbal agreements made by our employees only become binding upon our written confirmation.

Quotations submitted to us are free of charge and non-binding for us.

Trade terms are interpreted in accordance with the Incoterms in their currently valid version.

The agreed price is a fixed price.

For prices quoted “free domicile”, “free … destination” and other “free/franco” deliveries, the price includes freight and packaging costs. For deliveries that are not carriage paid, we only bear the most favourable freight costs, unless we have prescribed a specific method of shipment.

Additional costs arising from non-compliance with agreed shipping conditions or from expedited shipping due to delayed delivery shall be borne by the supplier.

Unless otherwise agreed or unless the seller offers more favourable conditions, payment is made within 14 days less a 3% cash discount or within 60 days net.

Payment and discount periods run from receipt of the invoice, but not before receipt of the goods or, in the case of services, not before their acceptance and, where documentation, test certificates (e.g. mill certificates) or similar documents form part of the scope of delivery, not before these have been properly handed over to us.

Payments are made by cheque or bank transfer. Payment is deemed timely if the cheque is posted on the due date or the bank transfer is ordered on the due date.

Interest from the due date (maturity interest) cannot be claimed. The default interest rate is 5 percentage points above the base rate. In any event, we are entitled to prove that the damage caused by default is lower than that claimed by the seller.

We are entitled to rights of set-off and retention to the extent provided by law.

Agreed delivery dates and periods are binding. We must be notified in writing without delay of any impending delivery delays. At the same time, suitable countermeasures to avert the consequences must be proposed to us.

The delivery period begins on the date of the legally binding order, unless otherwise agreed in writing.

Compliance with the delivery date or delivery period is determined by receipt of the goods at our premises, unless otherwise agreed in writing.

If the seller is in default of delivery, we are entitled to the statutory claims. In particular, we are entitled to claim damages in lieu of performance after a reasonable grace period set by us has expired without result. Our claim to delivery is only excluded once the seller has paid the damages.

The seller may only rely on the absence of necessary documents to be supplied by us if it has not received them even after a written reminder.

With regard to the seller's retention of title rights, only the seller's simple retention of title applies, so that ownership of the goods passes to us upon payment. Accordingly, extended retention of title (processing clause), prolonged retention of title (extended to customer receivables) and current-account retention of title do not apply.

On the basis of the retention of title, the seller may only demand return of the goods if it has previously withdrawn from the contract.

The seller bears the risk of accidental loss and accidental deterioration, including for “franco” and “free domicile” deliveries, until the goods are handed over at the place of destination.

Partial deliveries require our consent.

Over- or under-deliveries are only permitted within customary trade limits.

Packaging costs are borne by the seller unless otherwise agreed in writing. If we bear the packaging costs in an individual case, they must be charged to us at the lowest possible price. Take-back obligations are governed by the Packaging Ordinance in its currently valid version.

The seller undertakes to enable the customs administration to verify proofs of origin and to provide both the necessary information and any required confirmations.

The seller is obliged to compensate for any damage arising because the declared origin is not recognised by the competent authority due to incorrect certification or lack of verifiability, unless the seller is not responsible for these consequences.

The seller must deliver the goods to us free of material defects and defects of title. In particular, the seller warrants that its deliveries and services comply with the recognised rules of technology and with the contractually agreed properties and standards.

The seller waives the defence of late notification of defects (§ 377 HGB).

After receipt, the goods are inspected at our premises for quality and completeness to the extent that is reasonable and technically possible for us.

Notices of defects are timely if they reach the seller within eight working days by letter, fax, email or telephone. The notification period begins when we – or, in the case of drop shipments, our customers – discovered the defect or should have discovered it.

If the goods have a material defect, we are entitled to the statutory rights at our choice. Rectification by the seller is deemed to have failed after the first unsuccessful attempt. We are also entitled to withdraw from the contract if the relevant breach of duty by the seller is only minor.

If warranty claims are asserted against us in connection with resale to third parties, the seller shall indemnify us against any resulting damage. The seller further undertakes to treat any warranty claim asserted by our customers against us as if it had been asserted against the seller.

The statutory limitation periods apply to our claims for defects. They begin with timely notification of defects within the meaning of clause 8.3 above. The seller's liability for defects ends no later than ten years after delivery of the goods. This limitation does not apply if our claims are based on facts that the seller knew or could not have been unaware of and did not disclose to us.

The seller hereby assigns to us, on account of performance, all claims to which it is entitled against its upstream suppliers in connection with the delivery of defective goods or of goods lacking assured or guaranteed properties. The seller shall hand over to us all documents required to assert such claims.

Unless otherwise agreed, the place of performance for delivery is our place of business. We may also sue the seller at its place of jurisdiction.

The place of jurisdiction is the registered office of ENCOM METAL GmbH.

The contracting parties agree on the application of Austrian law.