General Terms and Conditions of Contract, Sale and Delivery

(hereinafter referred to as "general terms and conditions") of the STASTO Automation KG (hereinafter briefly referred to as the "Entrepreneur") for all legal transactions between the Entrepreneur and third parties (hereinafter briefly referred to as the "Contractual Partner") Status November 2015

I. General Provisions
II. Offer, Pricing
III. Commercial and Technical Documents
IV. Delivery
V. Delay, Loss
VI. Terms of Payment
VII. Retention of Title, Return of Goods
VIII. Warranty, Liability
IX. Damages, Product Liability
X. Place of Performance, Place of Jurisdiction, Data Protection

I. General

(1) The contractor executes orders from its contractual partners and deliveries to them exclusively on the basis of these General Terms and Conditions. Deviating general or special terms and conditions of a contractual partner as well as special agreements shall only apply if this has been separately agreed in writing.
(2) If, without a separate agreement, such terms and conditions of the contractual partner are or have been sent, the contractual partner waives any possible legal effects arising therefrom.
(3) If the contractual partner intends not to accept the contractor’s General Terms and Conditions as valid for and against itself, it shall be notified of this in a separate letter so that negotiations can subsequently be conducted between the contractor and its contractual partner on this matter. Until a deviating written provision is made, these General Terms and Conditions of the contractor shall in any case apply.
(4) These General Terms and Conditions shall remain valid even if individual provisions are or become legally ineffective.
(5) Once the contractor’s General Terms and Conditions have been put into effect between the contractual partner and the contractor, they shall apply to all future contracts between them without any further special notice.
(6) These Terms and Conditions apply to all legal transactions, but to consumer transactions within the meaning of the Consumer Protection Act only insofar as they do not conflict with the provisions of the first main part of this Act.
(7) Without written authorization from the contractor, its employees are prohibited from cancelling, supplementing or amending these Terms and Conditions. However, if such assurances are binding on the contractor under the Consumer Protection Act, the contractor may withdraw from the contract at any time.
(8) The contractual partner is prohibited from transferring its rights and obligations under a contract with the contractor to third parties without the contractor’s written consent.
(9) The cancellation, supplementation or amendment of contracts must be in writing in order to be valid.
(10) In countries with their own STASTO companies, the General Terms and Conditions of Contract, Sale and Delivery of those companies shall apply.

II. Offer, Pricing

(1) Offers made to the entrepreneur may only be accepted by the latter through written declarations of acceptance or by actual performance. The offeror is bound by such offers for a period of 4 weeks from receipt by the entrepreneur.
(2) Offers made by the entrepreneur are generally non-binding. The entrepreneur is entitled at any time – even after receipt of a statement from the contractual partner – to amend or withdraw his offers. Any order placed by the contractual partner shall only obligate the entrepreneur – irrespective of his previous actions – once he has sent a written order confirmation to the contractual partner or has actually commenced performance.
(3) Cost estimates prepared by the entrepreneur are generally non-binding. They merely constitute an invitation to the contractual partner to submit an offer. Their preparation is free of charge, unless the contracting parties have previously agreed otherwise. Services that go beyond the usual scope of a cost estimate, such as planning work, construction drawings, travel, etc., will be charged in accordance with the calculation principles customary for the entrepreneur.
(4) When preparing cost estimates, the entrepreneur is not required to take into account order-specific circumstances that have not been disclosed to him. The contractual partner is obliged to inform the entrepreneur comprehensively of all circumstances that could influence the extent of the work involved and the costs.
(5) The information contained in cost estimates, brochures, circulars, catalogues, advertisements, illustrations, price lists, etc. regarding the type, scope, equipment and prices of goods or services, etc. is non-binding.
(6) Unless otherwise agreed, prices are quoted in euros net, excluding VAT, packed ex works Innsbruck, excluding loading, freight, insurance, customs duties, fees or other ancillary costs. An increase in production costs (wages, materials, administration, energy, modified forms, etc.) between the time the contract is concluded and its performance by the entrepreneur entitles the latter to a corresponding price increase. Orders without a price agreement will be invoiced at the prices valid on the day the invoice is issued, taking into account the production costs then applicable.
(7) Technical changes or deviations from plans and specifications of any kind must be accepted by the contractual partner, provided they do not conflict with the intended purpose of use pursued by the contractual partner.

III. Commercial and technical documentation

(1) All commercial and technical documents prepared or provided by the Contractor shall remain the property of the Contractor. Any publication, distribution or other use of such documents may only take place with the Contractor’s prior written consent. In particular, such documents may not be made accessible to third parties.
(2) The Contractor shall be entitled at any time, without stating reasons, to demand the return of all documents at the expense of the contractual partner.

IV. Delivery

(1) In the absence of a separate agreement, performance or delivery shall be deemed agreed as “ex works (warehouse)”. Any assembly, insofar as it is not included in the price on the basis of a separate agreement, shall be charged in accordance with the company’s calculation principles.
(2) If the goods are to be delivered by the entrepreneur to a specific location on the basis of a separate agreement, such delivery shall – without any further agreement – not be deemed “carriage paid”. The entrepreneur is free to choose the means of transport. He is also entitled, even without a separate order from the contracting partner, to take out insurance (in particular transport or assembly insurance) at the contracting partner’s expense. The costs thereof are not included in the price and may be charged upon conclusion of the insurance.
(3) All risks shall pass to the contracting partner at the latest upon performance by the entrepreneur. This also applies to partial deliveries with regard to such deliveries. In the case of delivery “ex works (warehouse)”, the time of performance shall be deemed to be the time at which the entrepreneur sends the contracting partner the notification of readiness for dispatch. Otherwise, the risk – irrespective of the delivery clause agreed in each case (Incoterms etc.) – shall pass to the contracting partner when the goods leave the entrepreneur’s works or warehouse.

V. Default, Loss

(1) The delivery date is specified as a calendar week – within which performance must take place – and applies “ex works (warehouse)”. It is only binding if it has been expressly designated as such.
(2) If the contractual partner is absent on the delivery date or is in default with the preparations necessary for carrying out the delivery, the service or delivery shall in any case be deemed to have been accepted by them. This also applies to partial deliveries.
(3) If performance or delivery is delayed due to circumstances for which the entrepreneur is not responsible, the performance or delivery period shall be reasonably extended, even without a separate declaration by the entrepreneur, without the entrepreneur being liable for any consequences of delay of any kind – even if the entrepreneur is already in default. If this unreasonably complicates the execution of the order, the entrepreneur is entitled to withdraw from the contract, excluding any claims for damages. If the execution of a contract is impeded by force majeure, the entrepreneur shall be released from its contractual obligations. In such a case, however, the entrepreneur is entitled, after the impediment has ceased, to carry out the delivery or service.
(4) If the entrepreneur is at fault for the delay, the contractual partner may, after setting a reasonable grace period of at least four weeks, either demand performance or – only in the event of fault on the part of the entrepreneur – declare withdrawal from the contract. This declaration must be made by the contractual partner in writing, unconditionally and definitively already when setting the grace period.
(5) In any case, and without triggering consequences of default, the entrepreneur may make compliance with the performance or delivery date dependent on receipt of agreed advance payments, on timely payment of other outstanding claims, on clarification of questions that arise subsequently, on the availability of all necessary aids (e.g. models, drawings, designs, etc.), on fulfillment of all technical prerequisites, as well as on fulfillment of all other contractual obligations.
(6) To the extent legally permissible – in any case for slight negligence – claims for damages due to delayed delivery are generally excluded.
(7) The contractual partner shall be responsible, at its own expense, for obtaining official permits, approvals from third parties, as well as for submitting notifications to authorities.
(8) In the absence of any other written agreement, the entrepreneur is entitled to make partial and advance deliveries and to issue corresponding partial invoices.
(9) Any damage or loss must be recorded in writing by the recipient of the goods or services at the time of acceptance, while asserting claims against the delivering party (e.g. carrier). Acceptance of the goods may neither be refused nor the invoice rejected on the grounds of transport damage or shortage.
(10) A joint acceptance of the goods manufactured by the entrepreneur by both contracting parties after delivery shall only take place if expressly agreed. In this case, and in the absence of a separate agreement, the contractual partner shall bear the costs incurred on both sides.
(11) If the contractual partner does not accept the goods or services in accordance with the contract at the correct place or at the correct time, the entrepreneur may withdraw from the contract even after setting a reasonable grace period. The contractual partner shall be liable for all damages arising therefrom. In the event of imminent danger, the entrepreneur may realize the goods “to the best possible advantage” for the account of the contractual partner without incurring any liability towards the contractual partner. The entrepreneur may also arrange storage with third parties at the expense of the contractual partner.

VI. Terms of payment

(1) Unless otherwise agreed in writing, the remuneration shall be due and payable without deduction 30 days from the invoice date. In the event of payment within 14 days from the invoice date, a 2% cash discount is permitted, provided that all due liabilities have been paid at that time.
(2) Payments by cheque or bill of exchange are accepted on account of payment only. All charges and bank commissions in connection with transfers as well as the issuance or redemption of bills of exchange or cheques shall be borne by the contractual partner.
(3) In the event of a protest or recourse of a bill of exchange or non-payment of a due invoice, all invoices shall become immediately due and payable without the need for an express declaration of maturity. The same applies in the event of a material deterioration in the financial circumstances of the contractual partner.
(4) Default in payment occurs automatically without any further reminder. In the event of default in payment, all claims of the contractual partner arising from agreed contractual penalties, whether already incurred or possible in the future, shall lapse.
(5) In the event of default in payment, default interest of 12% p.a. is agreed, whereby any higher loss caused by interest or exchange rate loss shall be compensated.
(6) After the withdrawal from the contract has become effective, the contractual partner shall, without further request and at its own expense, immediately return to the entrepreneur the goods already delivered, compensate for any depreciation in value and reimburse all expenses incurred by the entrepreneur in the course of performing and rescinding the contract. To settle the damage arising in this context, the contractual partner shall pay a cancellation fee of 20% of the gross invoice amount, due immediately and without further proof. The cancellation fee does not preclude the assertion of damage exceeding this amount.
(7) The contractual partner may not set off its claims against claims of the entrepreneur.

VII. Retention of Title, Return of Goods

(1) Until full payment of the invoice amount including interest, fees and expenses, and until full performance of all other present and future financial obligations of the contractual partner in connection with the delivery of goods as well as on the basis of all other deliveries and services, the delivered goods – even if already assembled and installed – shall remain the unrestricted property of the entrepreneur. The contractual partner shall, at its own expense and on its own initiative, take all actions required, depending on the location, to establish and/or maintain the retention of title.
(2) Any sale or pledging of the goods subject to retention of title is only permitted with the express consent of the entrepreneur and under no circumstances after cessation of payment, whereby in such case the contractual partner must inform its customers of the entrepreneur’s retention of title. Irrespective thereof, the contractual partner hereby irrevocably offers, in the event of resale of these goods, to assign all resulting claims to the entrepreneur in lieu of payment for the purpose of satisfying the entrepreneur. The entrepreneur may accept this offer of assignment at any time without temporal limitation. All fees and costs associated therewith shall be borne by the contractual partner.
(3) Until full performance of all financial obligations, the contractual partner is furthermore not entitled to treat and/or process the delivered goods or to combine them with other items. Otherwise, the entrepreneur shall be entitled to sole ownership of the items resulting from such treatment, processing and combination.
(4) In the event of seizure or any other claim being made against the delivered goods, the contractual partner is obliged to inform the entrepreneur without delay and, at its own expense, to take all measures necessary to safeguard the entrepreneur’s ownership rights. If the goods subject to retention of title are separated by the entrepreneur, the entrepreneur may arrange storage at the expense and risk of the contractual partner. The contractual partner shall reimburse the entrepreneur for all expenses incurred in connection with the assertion of ownership.
(5) The repossession of the delivered goods shall not be deemed a withdrawal from the contract unless this is expressly declared by the entrepreneur.

VIII. Warranty, Liability

(1) Unless special agreements have been made, a warranty period of 36 months shall apply from the transfer of risk. For replacement parts and subsequent improvements, the warranty period is 36 months.
(2) Visible defects or missing parts must, on pain of exclusion of warranty, be notified without delay, at the latest within 8 days after the beginning of the warranty period – hidden defects within 8 days after their discovery – to the company by registered letter, received by the company, with immediate cessation of any processing, otherwise the goods shall be deemed to have been accepted unconditionally, properly and free of defects.
(3) The company, having been duly notified of a defect, may fulfil its warranty obligation at its discretion as follows:
a. rectification of the goods on site;
b. rectification at the company’s premises or at another location designated by the company, following prior dispatch by the contractual partner;
c. replacement of the defective goods, which thereby pass into the ownership of the company, or
d. replacement of the defective parts of the goods, which thereby pass into the ownership of the company.

If the aforementioned measures are not carried out or are not carried out free of defects despite a reminder and the setting of a reasonable grace period, the contractual partner shall be entitled to a price reduction. In the absence of agreement on the extent of the price reduction or in cases of a material and irreparable defect, only the right of rescission shall apply. No further obligations shall be incumbent on the company within the scope of the warranty.
(4) The costs incurred through the measures pursuant to item 3 of this section shall be borne by the contractual partner – with the exception of the shipping costs for the replacement goods or replacement parts. As a general rule, the scope of the warranty for goods taken into non‑EU customs territories is limited to services that would have arisen at the place of border crossing in the event of a warranty claim.
(5) The company shall notify the date for rectification or replacement at least 5 days in advance. If the contractual partner, for reasons attributable to him, is not present on this date or hinders or makes impossible the rectification or replacement, this shall be deemed a waiver of warranty claims.
(6) The company’s warranty is excluded if the contractual partner has not complied with the company’s instructions or operating conditions, if the defect was caused by the contractual partner or third parties, if they themselves have carried out or had carried out manipulations or repairs to the goods, if the contractual partner does not provide the necessary opportunity for repair, or as long as the contractual partner does not fulfil his obligations – in particular payment obligations. Furthermore, the warranty is excluded for consumable and wear parts (membranes, rubber elements, seals, etc.). The warranty also only applies to defects that occur under compliance with the respective operating conditions during normal use.
(7) In the absence of a separate agreement, the company assumes no warranty for modifications or conversions of old as well as non‑company goods, nor in the case of delivery of used goods.
(8) Within the scope of the warranty, there is no claim against the company for compensation or damages of any kind whatsoever (e.g. consequential costs, installation and removal costs, loss of profit, freight and access charges, etc.).

IX. Damages, Product Liability

(1) In the event of claims for damages, the entrepreneur shall only be liable for intent or gross negligence. Liability for slight negligence is excluded, as is compensation for consequential and financial losses, loss of interest, and damages arising from claims of third parties against the contractual partner.
(2) In the event of gross negligence, liability for damages shall in any case be limited to 10 times the net invoice amount of the delivered goods that caused the damage.
(3) In the event of non-compliance with any conditions of the entrepreneur regarding installation, commissioning and use, any claim for damages is excluded.
(4) Unless mandatory statutory provisions provide otherwise, any liability for damages under the Product Liability Act and other comparable regulations, irrespective of the legal system from which they arise, is excluded. The contractual partner undertakes to pass on this exclusion of liability in favour of the entrepreneur to its respective customers, to oblige them to further pass it on to the final user, and to create documentary evidence thereof. Claims of third parties based on product liability shall in any case be borne by the contractual partner in the internal relationship, so that, in particular, the contractual partner shall indemnify and hold the entrepreneur harmless without delay in the event of any claims being asserted against the entrepreneur. The entrepreneur assumes no liability for products or product information placed on the market by the contractual partner.
(5) In the course of placing the entrepreneur’s products on the market, the contractual partner shall ensure that the process of onward supply can be verified – in particular with regard to the name and address of the purchaser, type of product and date of sale. Furthermore, the contractual partner is obliged to inform its employees on an ongoing and verifiable basis of all information and instructions supplied by the entrepreneur with its products, as well as of statutory provisions and sovereign orders. This also applies to the contractual partner’s customers, so that the contractual partner is obliged, by issuing appropriate instructions to its sales staff, to ensure that its customers are comprehensively informed and advised. The contractual partner is obliged to immediately forward to the entrepreneur any errors in the entrepreneur’s products and/or product information that become known to it, to monitor the conformity between product information, installation and fitting instructions, application possibilities etc. relating to the entrepreneur’s products and the respective state of science and technology, and, in the event of discrepancies, to inform the entrepreneur without delay and to immediately refrain from any further placing of products on the market in such cases.
(6) The contractual partner is obliged to retain all documents, records and evidence for a period of at least 10 years from the placing on the market and/or onward supply of the products and to hand them over in full without delay upon request.

X. Place of Performance, Place of Jurisdiction, Data Protection

(1) The place of performance for all deliveries and payments is Innsbruck, even if the actual handover takes place at a different location.
(2) For all contracts concluded between the entrepreneur and its contractual partner and for all claims arising from the legal existence or non-existence of these contracts, the application of substantive Austrian law is agreed.
(3) The court having subject-matter jurisdiction for Innsbruck is agreed as the exclusive place of jurisdiction for all legal disputes arising from a contract. However, the entrepreneur may also bring an action against the contractual partner before another court of jurisdiction in Austria or abroad.
(4) In the course of electronic data processing, all data of the contractual partners relevant to the business relationship are stored in compliance with the Data Protection Act.