FN 153197 s | Version 17.02.2014
1. The General Terms and Conditions (GTC) of RELE Handels-GmbH ("RELE") apply to all offers, deliveries and services, including in the context of future legal relationships, without the need for a special agreement or reference to the GTC. Employees of RELE are not authorised to amend these terms and conditions. The business and purchasing conditions of the client are hereby expressly objected to, unless they are in accordance with the present GTC.
2. Offers from RELE are non-binding. Orders bind RELE only upon written confirmation or fulfilment. The contract content is exclusively what has been agreed in writing. If the order confirmation deviates from the client's order, the deviation shall be deemed approved unless the client objects in writing within two weeks of receipt of the order confirmation. Employees of RELE have no authority to conclude contracts.
3. All prices are in euros, unless otherwise agreed, ex works, including packaging plus VAT. If material prices increase during the execution of an order, RELE is entitled to adjust the purchase price to the increased material prices. The client is in turn entitled to withdraw from the contract if the price increase exceeds 10% of the agreed price.
4. Invoices are due for immediate payment upon receipt, unless special payment terms have been agreed. Payments must be made by transfer to RELE's account. Cash payments are excluded.
5. Cheques and bills of exchange are only accepted on the basis of special agreements and only by way of payment. All exchange costs, fees, discount charges, etc. are borne by the buyer. No cash discount is granted for bill payments. RELE assumes no liability for the timely presentation or protest of accepted bills of exchange.
6. If the payment deadline is exceeded, the buyer is in default even without a reminder. All other claims against the buyer that are not yet due at this time shall become due for immediate payment without deduction. RELE's right to withdraw from the contract and to claim damages for non-performance remains unaffected. In the event of default, granted payment periods shall become invalid.
7. Instead of demanding payment of the purchase price, RELE is entitled to demand the return of the delivered goods that have not yet been fully paid for if the buyer fails to meet his payment obligations punctually and in full, also from other transactions with RELE. This right also exists if insolvency or composition proceedings are applied for or opened over the buyer's assets or if the buyer de facto ceases his payments or approaches his creditors with a composition.
8. In the event of late payment, the buyer must pay statutory default interest in accordance with § 352 UGB. Furthermore, the buyer must bear all reminder, collection, enforcement and information costs associated with the collection of outstanding claims.
9. The buyer is not entitled to a right of retention or refusal to perform. Set-off with claims against RELE is only permissible if the claim has been expressly acknowledged in writing or has been legally established.
10. The agreed delivery periods commence on the date of the order confirmation.
11. As a legal consequence of any default by RELE, the client may exclusively withdraw from the contract. Withdrawal is only permissible if the client sets a reasonable grace period of at least three weeks in writing, threatening withdrawal from the contract. Claims going beyond withdrawal from the contract are not available to the client. If the default is due to events of force majeure, the client is not entitled to withdraw. This also applies if an event of force majeure occurs at a producer or supplier of RELE.
12. Delivery periods of RELE shall not commence or shall be extended accordingly if the client defaults on his own duties or obligations, in particular if he fails to fulfil the obligation to make advance payments on time. The date of credit to RELE's account is decisive for the timeliness of an advance payment.
13. Delivery of the goods is ex works (EXW) at the buyer's risk. Transport insurance is only taken out on written instruction and at the buyer's expense.
14. Partial deliveries are permissible and shall be treated as separate transactions.
15. RELE warrants that the goods are free from manufacturing or material defects and comply with the relevant standards. Obvious defects must be reported in writing within three days of acceptance. The timeliness of the notification is determined by the receipt of the complaint at RELE. Late complaints will not be considered. The buyer bears the burden of proof for the defect, the time of its discovery and the timeliness of the complaint.
16. In the event of defects, RELE shall at its discretion provide warranty by repair or replacement. Price reduction claims are excluded. If repair or replacement fails, the buyer may demand a price reduction or withdraw from the contract. In the case of minor defects, the buyer is not entitled to withdraw. When selling used goods, any warranty is expressly excluded.
17. The warranty period for entrepreneurs is one year from delivery of the goods.
18. If the buyer refuses acceptance, RELE is entitled, without setting a grace period, to withdraw from the contract or to claim damages for non-performance. RELE is furthermore entitled to store the goods at the cost and risk of the buyer with a forwarding agent or in a warehouse. RELE may charge a reasonable fee for storage.
19. RELE is liable for its own fault and the fault of vicarious agents only in cases of gross negligence or intent. In cases of slight negligence, all liability is excluded. No liability is assumed for consequential damage, indirect damage or loss of profit. Claims for damages due to a defect become statute-barred one year after delivery. RELE assumes no liability whatsoever for any replacement of damage caused by improper installation by third parties or third-party companies.
20. The quality of the goods is determined exclusively by RELE's product description. Public statements, recommendations or advertising do not constitute a contractual property of the goods. The buyer is obliged to strictly follow the instructions contained in product information regarding the use of the goods. No liability is assumed for personal injury and property damage attributable to failure to properly follow the product information.
21. All delivered goods remain the property of RELE until full payment of the purchase price including ancillary charges. Goods delivered subject to retention of title must be treated with care by the buyer. Until the retention of title expires, the buyer is deemed to be the fiduciary custodian of the goods sold subject to retention of title. A pledge, transfer by way of security or other encumbrance of the goods during the duration of RELE's title is impermissible. Access by third parties to the goods must be notified to RELE immediately for the purpose of intervention.
22. The provisions contained in these GTC or in the laws regarding the time of transfer of risk shall not be changed by the retention of title. The costs incurred by asserting RELE's rights from the retention of title shall be borne by the buyer.
23. If the buyer sells goods subject to retention of title, he hereby assigns all claims arising therefrom to RELE. RELE hereby accepts the assignment.
24. The designation RELE and RELE system panels are protected by national and international design and trademark rights. Infringements of these rights will be prosecuted in court.
25. The buyer agrees to receive advertising and information about RELE and its products and services by email. He acknowledges that data necessary for the legal transaction will be recorded and processed electronically.
26. Should individual provisions of these General Terms and Conditions be invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid or unenforceable provisions shall be automatically replaced by valid and enforceable provisions that achieve the intended purpose as closely as possible.
27. Amendments and supplements to concluded contracts and changes to these General Terms and Conditions require the written form to be effective. Oral agreements are only valid if they are confirmed in writing and not immediately objected to.
28. Vienna is agreed as the place of performance for the obligations of both contracting parties. Austrian law shall apply with the exclusion of conflict-of-laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. For any disputes, the exclusive jurisdiction of the competent court in Vienna Inner City is agreed.
29. Should individual provisions of these GTC be invalid for any reason whatsoever, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by one that comes closest to the economic effect and is still permissible. This shall apply in particular in the event of conflicts between these General Terms and Conditions and the Consumer Protection Act.
