Conditions for Purchasing for PREIS & Co. GesmbH
Status: January, 2001
- Order confirmation
Our order is to be confirmed to us within two weeks, exclusively by making use of the attached order confirmation and giving details of the price and delivery time. We shall regard silence on the part of the supplier as full acceptance of the order on the terms and conditions laid down. Through acceptance and fulfilment of the order, the supplier in any event declares that it is entirely in agreement with our terms and conditions of purchase. Any provisions deviating from our terms and conditions of purchase contained in the offer or order confirmation, in particular in general terms of delivery of the supplier, shall be invalid without our written agreement. Any conditions which are agreed verbally shall require our written confirmation in order to take effect. These terms and conditions of purchase shall also apply to any future orders, even if they materialise without using this form.
- Delivery time
The requested delivery date is the day on which the goods are, as per our order, required to arrive at the requested delivery address. Should an advance order have been placed by telefax, in which the order details have already been laid down, the date of the latter shall be pertinent. Once the supplier recognises that a delivery is impossible, in whole or in part, it shall be required to notify us of the latter without delay, giving reasons. In the event of delay – even with only one part of the order – we shall be entitled to either declare that we are withdrawing from the contract, in regard to either the entire delivery or the part of it still outstanding, without setting a grace period, or continue to seek fulfilment. We shall, moreover, be entitled, for each week commenced that exceeds the deadline, to deduct or demand a penalty of 1% of the overall value of the order, however a maximum of 10%, in regard to which fault on the part of the supplier or the existence of damage shall not be pertinent. We deem such a penalty to be merely the minimum compensation we are entitled to, which is why we reserve the right to require compensation for damage in addition to the penalty if greater damage exists.
- Shipping and packaging
Delivery and shipping shall essentially be free of any expenses and be made to the shipping address provided by us at the supplier’s expense and risk. The professional and competent execution of the packaging of the goods and preparation of the order for shipping forms part of the agreed scope of delivery, and the supplier shall be liable for any losses arising from violation of the latter. For each individual consignment forming part of our order a complete shipping notice is to be sent to us immediately in duplicate, giving details of our order number. In addition, each package is to contain a packing slip or a delivery note with exact details of the content. Should the shipping address not be that of Preis & Co Ges.m.b.H., but of a third party recipient, the deliveries are to be made in neutral packaging and with a neutrally issued packing slip or delivery note, in our name. The full shipping address is to be given on all shipping documentation. For delivery from abroad, special transportation regulations are to be requested from us or proposed by the supplier for approval. COD shipments will not be accepted by us and will be redirected to the sender. Any expenses and losses arising through non-adherence to our shipping regulations shall be the supplier's responsibility.
- Acceptance and warranty
The confirmation on the delivery note receipts – just like the payment – does not entail any acknowledgement of the compliance of the delivery with the applicable regulations or the order. The goods will therefore only be accepted in any case subject to this reservation. The goods will only be accepted once the random sampling at the production site has been undertaken. Any shortfalls in quantity and obvious defects in quality ascertained may be asserted by us within 90 days of acceptance. Unless anything to the contrary has explicitly been agreed, the supplier shall provide a full warranty for the execution of the delivery in accordance with the order, in regard to the items delivered functioning impeccably and adherence to any standards and statutory regulations for a duration of one year as from acceptance. In the event of any defects occurring within the warranty period which are asserted by us within 90 days of discovery we shall be entitled, at our option, to request a replacement delivery free of charge (even if the defect can be remedied), a free repair or an appropriate price reduction or withdraw from the contract. In urgent cases or if the supplier takes longer than 14 days to remedy defects upon request, we shall be entitled to remedy the defect ourselves or have it remedied by a third party, at the supplier’s expense. In the event of latent defects (i.e. defects which already existed upon acceptance, however would only have been able to be ascertained through disproportionate effort), the period governing the requirement to give notice of defects and the warranty period shall only begin to run upon actually becoming aware of the defect. Should handling charges which are lost through the defect have been incurred at our premises prior to recognising such a defect, the supplier shall be required to compensate us. Once any defects objected to have been remedied, the warranty period shall begin to run again for the entire delivery item. In the event of any patent, trademark and utility model protection or copyright disputes, the supplier shall be obliged to indemnify us and hold us harmless in regard to the goods supplied.
- Liability on the part of the supplier
Any exclusion of liability on the part of the supplier for slight negligence, consequential damage or damage to property in the event of product liability taking effect will not, in any circumstances, be acknowledged by us. The supplier undertakes to indemnify us and hold us harmless in regard to any claims under product liability law for 12 years as from delivery, upon request by us to name the respective manufacturer, importer or the party which has supplied it with the product, and provide us in good time with all expedient documentation on defending any claims by third parties under product liability law. The draughtsman (planner, architect, structural engineer, etc.) undertakes to compensate us for any losses in the event of a claim being made against us due to a construction error based on any claim made under product liability. Should a claim be made against us based on strict liability under non-modifiable foreign law vis-à-vis third parties, the supplier shall be obliged to free and relieve us from liability to the extent that it would also be directly liable.
- Quality assurance
The supplier’s quality assurance system needs to be in a position to fulfil the quality assurance standard governing the business transaction. Upon request, the supplier needs to have checks carried out to its quality assurance system. The entire quality documentation required (factory certificates, acceptance test certificates, etc.) is deemed to be an essential component of the delivery. A delay in providing such paperwork therefore has the same consequences on payment and penalties as any delay in delivering the goods themselves.
- Safety regulations
All fittings, machinery and equipment need to be endorsed with the respective applicable version of the required protection equipment in accordance with the General Machinery and Equipment Safety Regulations (AMGSV), as well as the respective applicable version of the Special Machinery and Equipment Safety Regulations (BMGSV). When setting up electrical systems or delivering electrotechnical products, the supplier undertakes to comply with the details about measurements, quality and design laid down by us, as well as any electrotechnical safety regulations. These include the Electrotechnical Act No. 106/1993 and any respective applicable regulations based on it, as well as any other national and international standards and the generally accepted technical rules and standards.
- Hazardous materials
In the case of orders involving hazardous materials, the Seller shall be obliged, at the latest in the order confirmation, to point out that the goods concern hazardous materials, and, moreover, to comply with the respective applicable regulations governing the transport of hazardous materials such as ADR/GGSt (road transport), RID (railway transport), IATA-DGR (air transport) or IMDG (sea transport).
- Retention of ownership and prohibition on assignment
All deliveries made to us need to be made free of any retentions of ownership. Such retentions shall be invalid, even if we do not explicitly object to them. Any claims arising from deliveries to us may only be assigned with our explicit prior written consent, as otherwise any assignment is invalid.
- Provision of material
Any material provided by us shall remain our property, is to be marked as such, and is to be stored separately. In the event of processing and finishing of such material, the new and reworked items shall - also in a semi-finished state - immediately be deemed to have been assigned to us by way of transfer of ownership in each case.
Following delivery, the invoice is to be sent in triplicate to our postal address at Josef Nitsch-Strasse 5, A-2763 Pernitz, Austria. Separate invoices are to be issued for every shipment and every order form, giving details of the complete order number . It is not permissible to cover multiple orders in a single invoice. Invoices concerning work done and assembly have to include the number and date of the corresponding daily wages and the timesheets countersigned by us. Invoices which are not in line with these regulations shall be deemed not to have been issued to us.
- Terms of payment
Unless anything to the contrary has explicitly been agreed, the prices shall be deemed to be fixed prices for packaged goods, carriage paid to the recipient’s address, inclusive of any ancillary expenses and also including any customs clearance.Unless anything to the contrary has been agreed, payment will be made 30 days after receipt of the invoice and acceptance of the goods, with 3% cash discount or 90 days net. Payment may be withheld until any notices of defects have been dealt with, in regard to which our claim to a cash discount will be retained. For the duration of the warranty period we may claim a retention of up to 10% of the order value. The supplier shall be obliged to accept from us acceptance bills in lieu of payment to settle the invoices.
- Fulfilment, place of jurisdiction, applicable law
The destination specified by us shall be deemed the place of fulfilment for the delivery. The place of fulfilment for the payment and the exclusively agreed place of jurisdiction for any disputes relating to the present agreement or its dissolution shall be Wiener Neustadt. Any other places of jurisdiction, in particular any under Secs. 87 JN and § 88 JN/Austrian Jurisdiction Act (place of jurisdiction of the branch) shall not be recognised. This agreement shall be governed by Austrian law. The applicability of the UN Convention on Contracts for the International Sale of Goods shall be excluded.
Drawings, sketches, designs, models, tools and other documents which are transmitted for execution of the order shall remain our property, are to be viewed as trade secrets, and are to be prevented from being viewed by third parties. The documents mentioned are to be stored marked as the property of Preis & Co Ges.m.b.H.
- General provisions
The supplier shall also be liable for adherence to our terms and conditions of purchase by its own suppliers. Beyond the mandatory terms and conditions, the supplier shall be obliged to execute the order to the best of its knowledge and ability, with all due care, and shall also remain responsible for the latter Should one or more of these provisions be legally invalid, the validity of the remaining provisions shall not be affected thereby.
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