Conditions Regeltech Austria GmbH

January 2018 AGB download

1. General

1.1. These terms and conditions apply between us (Regeltech Austria GmbH) and natural and legal persons (short customer) for the legal transaction as well as against entrepreneurial customers also for all future transactions, even if in individual cases, especially in future supplementary or subsequent orders is.

1.2. The current version of our General Terms and Conditions, which is valid at the time of signing the contract, can be downloaded from our homepage (www.regeltech.at) and submitted to the customer.

1.3. We only accept our terms and conditions.

1.4. Terms and conditions of business of the customer or changes or additions to our terms and conditions require their express consent in writing - in contrast to entrepreneurial customers.

1.5. The customer's terms of business are not recognized even if we do not expressly object to them after receipt.

1.6. A order confirmed by Regeltech Austria GmbH or ready for delivery can only be canceled with the consent of us. If the cancellation is granted by Regeltech Austria GmbH, an immediate cancellation fee of 15% of the net order value shall be deemed agreed. In the case of goods already delivered, the effectiveness of the granted cancellation is dependent on the originally packaged return of the goods within at least 3 weeks at the expense and risk of the customer. In this case, we are also entitled to offset costs for manipulation (check of the goods, etc.) in the amount of not more than 15% of the invoice value of the returned goods. Goods which are not packaged or used in original packaging will in no case be taken back.

second Offer / Contract conclusion

2.1. Our offers are not binding.

2.2. Promises, warranties and guarantees on our part or agreements deviating from these General Terms and Conditions in connection with the conclusion of the contract shall be binding on our business customers only by our written confirmation.

2.3. The customer shall provide us with information on our products and services, which are not attributable to us, in catalogs, price lists, brochures, advertisements on stands, circulars, advertisements or other media (information material) explain. In this case, we can comment on their correctness. If the customer violates this obligation, such data are not binding, unless these are explicitly declared to the contract content by the customer in writing.

2.4. Cost estimates are provided without warranty and are for payment. Consumers are informed of the cost obligation before the cost estimate is drawn up. If an order is placed with all the services included in the estimate, the invoice will be credited to the invoice.

3rd Prices

3.1. Prices are not to be understood as a flat rate.

3.2. For services ordered by the customer, which are not covered by the original order, there is a right to reasonable remuneration.

3.3. Prices are subject to the applicable statutory value-added tax and ex-warehouse. Packaging, transportation. Shipping charges as well as customs and insurance shall be borne by the corporate customer. Consumers as customers, these costs are only offset if this has been negotiated individually. We are only obliged to take back packaging if expressly agreed.

3.4. The customer has to arrange the disposal of old material in an environmentally sound manner. If we are assigned separately, the customer is to compensate for this in an appropriate manner, in the absence of a remuneration agreement.

3.5. We are entitled on our own account, as well as at the request of the customer, to adjust the contractually agreed fees, if changes to the extent of at least 1.5% with regard to

(a) cost of labor by law, regulation, collective agreement, company agreement or

(b) other cost factors, such as material costs due to recommendations by the Parity Commission, or changes in national and world market prices for commodities, changes in relevant exchange rates, etc., have occurred since the conclusion of the contract. The adjustment shall be made to the extent to which the actual cost of production at the time of the conclusion of the contract is different from that at the time of the actual performance, provided that we are not in default.

3.6. The remuneration for long-term debt obligations is agreed as value-based according to the 2010 VPI, and the charges are adjusted accordingly. The starting point is the month on which the contract was concluded.

3.7. Consumers as customers, the costs are adjusted according to point 3.5 as well as for the duration of the contract according to item

3.6 only in the case of individual negotiation, if the service is to be rendered within two months after conclusion of the contract.

3.8. Arc-shaped cables are measured in the outer curve. Molding pieces and fittings are measured in the pipe dimensions, but are charged separately. Interruptions up to a maximum of 1 meter are not considered.

3.9. If the billing is carried out according to size, and if a joint assessment of the dimensions has been agreed upon, the customer shall, in spite of timely invitation, prove that the ascertained dimensions have not been ascertained correctly.

4th Goods covered by the contract

4.1. If equipment or other materials are provided by the customer, we are entitled to charge the customer a surcharge of 30% of the value of the equipment or material supplied.

4.2. Any such provision by the customer is not the subject of warranty. The quality and operational readiness of the deliveries is the responsibility of the customer.

5th Payment

5.1. One-third of the fee is payable at the time the contract is concluded, one third at the beginning of the work and the remainder after completion of the service.

5.2. The right to deduct cash is subject to an express written agreement between the parties.

5.3. Customer-imposed payment notices on transfer documents are not binding on us.

5.4. According to § 456 UGB, we are entitled to offset 9.2% points above the base interest rate for entrepreneurs as customers in the event of a default in payment. Compared to consumers, we charge an interest rate of 4%.

5.5. The assertion of a further delay in default is reserved, but only in relation to consumers as a customer, if this is negotiated in detail.

5.6. If the business customer is in default of payment in the framework of other contractual relationships with us, we are entitled to terminate the fulfillment of our obligations under this contract until fulfillment by the customer.

5.7. We are then also entitled to demand all claims for services already rendered from the ongoing business relationship with the customer. This applies to consumers as a customer only in the event that a back-up service has been due at least six weeks and we threatened to give the customer unsuccessfully, with a deadline of at least two weeks

5.8. The customer shall only be entitled to set off any counterclaims to the extent that counterclaims have been judicially recognized or recognized by us. Consumers as customers are also entitled to a set-off clause as far as counterclaims are legally linked to the customer's liability to pay, as well as to the insolvency of our company.

5.9. If the payment period is exceeded, any remunerations (discounts, discounts etc.) will be forfeited and will be added to the invoice.

5.10. In case of default of payment, the customer undertakes to replace the necessary and appropriate costs (collection expenses, collection expenses, lawyer costs, etc.) for collection. In particular, the customer is obligated to pay reminder fees per reminder in the amount of € 50, if this is reasonably proportionate to the receivable.

5.11. Unless otherwise agreed, payment of the invoice amount is due after 10 days net cash payment! In the case of late payment, Regeltech Austria GmbH is entitled to reserve the right to assert other claims. Interest on arrears in the amount of the respective costs of a bank account loan. Discount, collection or other costs shall be borne by the purchaser (buyer). The receipt of checks and bills of exchange (the latter only on the basis of an express agreement) is only made for payment. The retention of payments due to the non-acknowledged counterclaims of the buyer (buyer) by Regeltech Austria GmbH is not statutory, as is the set-off with such. Failure to comply with terms of payment or circumstances which are likely to reduce the creditworthiness of the purchaser (purchaser) shall result in the immediate maturity of all claims of Regeltech Austria GmbH. It shall entitle the holder to the payment of advance payments

as well as to withdraw from the contract after an appropriate period of grace or to demand damages due to non-fulfillment, to prohibit the purchaser (the buyer) from reselling (further) use of the goods and to take them to the disposal authority of Regeltech Austria GmbH. The withdrawal from the contract shall not affect the legal claim for damages and loss of profit.

sixth Credit rating

6.1. The customer expressly agrees that his data will be transmitted exclusively to the state-privileged creditor associations of the Austrian Federation of Credit Institutions (Österreichische Kreditreform, ÖVC), the Insolvency Protection Association for Workers (ISA) and the Credit Protection Association of 1870 (KSV) allowed.

seventh Customer Responsibilities

7.1. Our obligation to perform performance begins at the earliest, as soon as the customer has created all structural, technical and legal requirements for the execution, which were described in the contract or in the information given to the customer prior to the conclusion of the contract or the customer had to know due to relevant knowledge or experience.

7.2. In particular, the customer has to provide the necessary information about the position of concealed electricity, gas and water pipes or similar devices, escape routes, other obstacles of constructional nature, other possible sources of interference, sources of danger as well as the required static data and any necessary projected changes to provide.

7.3. Order-related details regarding the necessary information can be obtained from us.

7.4. If the customer does not comply with this obligation to cooperate, our performance is not deficient - exclusively with regard to the performance which has not been achieved due to false customer specifications.

7.5. The customer has to make the required authorizations of third parties as well as notifications and authorizations by authorities (eg filing of electricity) at his expense. These are indicated in the context of the conclusion of the contract, unless the customer has refrained from doing so, or the entrepreneur's customer has had such knowledge due to training or experience.

7.6. The energy and water quantities required for the performance, including the trial operation, shall be provided by the customer at his expense.

7.7. Likewise, the customer is liable for the fact that the technical installations, such as supply lines, cabling, networks and the like, are technically impeccable and ready for operation, as well as with the works or purchased objects to be manufactured by us.

7.8. We are entitled, but not obliged, to inspect these plants for a separate fee.

7.9. The customer has to provide us with free of charge lockable rooms for the stay of the workers as well as for the storage of tools and materials for the period of the performance.

8th Performance

8.1. We are only obligated to consider subsequent modifications and expansion wishes of the customer if they are necessary for technical reasons in order to achieve the contractual purpose.

8.2. Reasonable changes to our performance which are reasonable for the business customer are deemed to have been approved in advance. This right applies to consumers only if negotiated in individual cases.

8.3. If, for whatever reasons, an amendment or addition to the order is made, the delivery / performance period is extended by an appropriate period.

8.4. If the customer wishes for a performance within a shorter period of time after the conclusion of the contract, this represents a change in the contract. This can necessitate overtime and / or accelerate the procurement of material and increase the remuneration adequately.

8.5. Factual (eg plant size, construction progress, etc.) justified partial deliveries and services are permissible and can be invoiced separately.

9. Performance periods and dates

9.1. Deadlines and deadlines will be postponed due to force majeure, strike, unpredictable and indebtedness of our suppliers or other comparable events which are not within our sphere of influence (eg bad weather), during which period the corresponding event lasts. This shall not affect the right of the customer to withdraw from the contract in the case of delays which make a binding to the contract unacceptable.



9.2. If the start of the performance or the circumstances attributable to the customer are delayed or interrupted, in particular due to the violation of the cooperation obligations pursuant to section 7 of these General Terms and Conditions, performance periods shall be extended accordingly and agreed completion dates shall be postponed accordingly

9.3. We are entitled to charge 7% of the invoice amount per month of the service delay for the storage of materials and equipment and the like necessary for this purpose in our company, without prejudice to the customer's obligation to pay and its acceptance.

9.4. Contracts for the delivery and completion of the contract are only binding for business customers, if their compliance has been declared in writing.

9.5. In the case of delay with the fulfillment of the contract by us, the customer is entitled to withdraw from the contract after setting a reasonable period of grace. The deadline must be set in writing (by business customers by registered letter) with simultaneous threat of withdrawal.

10th Notice of limitation of the scope of services

10.1. Damage

may occur during assembly and repair work

(a) existing pipelines, devices as a result of non-recognizable (in particular structural) conditions or material errors of the existing stock

(b) in the case of stemming work in a cordless masonry. We are only responsible for such damages if we have caused them culpably.

10.2. In the case of makeshift repairs, there is only a very limited and appropriate durability.

10.3. The customer is to be promptly repaired by the customer in the case of makeshift repair.

. 11 Risk bearing

11.1. § 7b KSchG shall apply to the transfer of risk when sending the goods to the consumer.

11.2. The risk is transferred to the business customer as soon as we deliver the goods, the material or the factory for collection at the factory or warehouse, deliver it ourselves or deliver it to a haulier.

11.3. The entrepreneurial customer will insure himself accordingly against this risk. We undertake to conclude a transport insurance by written request of the customer at his expense. The customer accepts any customary shipping method.

12th Delay in Acceptance

12.1. If the customer is in default of acceptance for more than 3 weeks (refusal of acceptance, delay with advance payments or otherwise) and the customer has not provided for the elimination of the circumstances attributable to him which delay or prevent performance, On the equipment and materials specified for the performance of the service, provided that, in the event of continuation of the performance, we provide the latter within a period which is appropriate to the respective circumstances.

12.2. In the case of default of acceptance by the customer, we are just as entitled to store the goods with us at the time of the fulfillment of the contract, for which we are entitled to a storage fee of 200 €.

12.3. This shall not affect our right to pay the remuneration for services rendered and to withdraw from the contract after a reasonable period of grace.

12.4. The assertion of a higher damage is permissible. This right applies to consumers only if negotiated in individual cases.

. 13 Property reservation

13.1. The goods delivered, assembled or otherwise handed over by us remain our property until complete payment.

13.2. A resale is only permissible if it has been notified to us in good time beforehand, stating the name and address of the buyer and we agree to the sale.

13.3. In the case of our consent, the purchase price claim of the corporate customer is already ceded to us.

13.4. If the customer is in default of payment, we shall be entitled to demand the reserved goods if the appropriate period of time is adequate. We may only exercise this right vis-à-vis consumers as a customer if at least a backward performance of the consumer has been due for at least six weeks and we have warned him without success under the threat of this legal order and with a grace period of at least two weeks.

5.13. The customer has to inform us without delay of the opening of the bankruptcy of his property or the seizure of our reserved goods.

13.6. We are entitled to enter the location of the reserved goods as far as is reasonable for the customer in order to assert our retention of title; According to reasonable prior notice.

13.7. The customer shall bear the necessary costs and appropriate costs for appropriate legal prosecution.

13.8. In the assertion of the retention of title, a withdrawal from the contract shall only be deemed to have been expressly declared.

13.9. We shall be entitled to utilize the reserved goods reserved as a stand-alone transaction with the best of our ability.

13.10. Until the full payment of all of our claims, the goods or merchandise purchased may not be pawned, overfunded or otherwise encumbered with the rights of third parties. In the event of attachment or other claims, the customer is obliged to refer to our proprietary right and to notify us immediately.

14th Third party intellectual property

14.1. If the customer contributes intellectual creations or documents and are asserted with regard to such creations, third party proprietary rights, we are entitled to terminate the production of the delivery item at the risk of the customer up to the clarification of the rights of third parties and to replace the necessary and appropriate Costs, except the unjustness of the claims is obvious.

14.2. The customer shall indemnify us against this.

14.3. Likewise, we can demand the replacement of the necessary and useful costs incurred by us from the customer.

14.4. We are entitled to demand appropriate cost advances from entrepreneurial customers for any process costs

15th Our Intellectual Property

15.1. Plans, sketches, cost estimates and other documents, which have been made by us or contributed by our contribution, remain our intellectual property.

15.2. The use of such documents outside the intended use, in particular the transmission, reproduction, publication and disposal, including even copying, requires our express consent.

15.3. The customer commits himself to the secrecy of the third-party knowledge derived from the business relationship.

16th Warranty

16.1. The provisions on the statutory guarantee apply.

16.2. The warranty period for our services is one year from the date of handing over to business customers.

16.3. The date of handover is the date of completion, in the absence of a different agreement (for example, formal acceptance), at the latest when the customer has taken over the service or has refused to accept the goods without stating reasons.

16.4. If a joint transfer is foreseen and the customer remains away from the transferor notified to him, the transfer shall be deemed to have been effected on that day.

16.5. Fixes of a defect claimed by the customer do not constitute an acknowledgment of the customer's claim.

16.6. In order to remedy the defects, at least two attempts are to be given to us by the entrepreneur.

16.7. We can avert a conversion prompted by an improvement or a reasonable price reduction, in so far as it is not a substantial and irreplaceable defect.

8.16. If the Customer's claims for defects are unauthorized, the Customer shall be obliged to compensate us for any expenses incurred in determining the defect or rectifying the defect.

16.9. The entrepreneurial customer must always prove that the defect already existed at the time of handover.

16.10. Defects in the delivery item which the business customer must have ascertained or should have ascertained in the course of a proper course of business after delivery by inspection shall be reported in writing to us immediately, at the latest 3 days after delivery.

16.11. Any use or processing of the defective item of performance, which threatens a further damage or a cause increase is made more difficult or impossible, has to be stopped by the customer immediately, if this is not unreasonable.

16.12. If a complaint is not filed in time, the goods shall be deemed to have been approved.

16:13. The defective delivery or samples thereof shall be returned to us by the entrepreneur, provided that this is economically justifiable. Any transport and travel costs incurred in connection with the removal of the defect shall be borne by the customer. The defective delivery or samples thereof shall be returned to us by the entrepreneur, provided that this is economically justifiable.

16:14. The customer meets the obligation to make an immediate determination of the deficiency possible by us.

16.15. The guarantee is excluded if the technical facilities of the customer such as supply lines, cabling etc. Not in a technically perfect and operational condition or with the supplied items, as far as this fact is causally for the defect.

16:16. No defect is attributable to the fact that the work is not fully suitable for the agreed upon use if this is solely based on deviating actual circumstances of the information presented to us at the time of the service provided that the customer does not meet his cooperation obligations according to point 7.

17th Liability

17.1. Due to the violation of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., we are only liable in the case of property damage in cases of intent or gross negligence due to the technical peculiarities.

17.2. Compared to corporate customers, the liability is limited by the maximum liability amount of a liability insurance, which may be concluded by us.

17.3. This limitation also applies to the damage to a thing which we have accepted for processing. However, this only applies to consumers when this has been negotiated individually.

17.4. Claims for compensation by business customers are to be asserted by the courts in the event of other maturities within two years.

17.5. The exclusion of liability also includes claims against our employees, representatives and vicarious agents on the grounds of any damage that they inflict on the customer - without reference to a contract with the customer.

17.6. Our liability is excluded for damage caused by improper handling or storage, overuse, failure to comply with operating and installation instructions, faulty assembly, commissioning, maintenance, maintenance by the customer or third parties authorized by us or natural wear and tear was. There is also the exclusion of liability for the failure to perform necessary maintenance, provided that we have not undertaken the contractual obligation for maintenance.

7.17. If and insofar as the customer can claim for damages for which we are liable, insurance claims by his own or in his favored damage insurance (eg liability insurance, hardship, transport, fire, business interruption and others), the customer undertakes to claim the insurance service And our liability in this respect shall be limited to the disadvantages which the customer incurs due to the use of this insurance (eg higher insurance premium).

18th Severability clause

18.1. Should individual parts of these terms and conditions be invalid, the validity of the other parts shall not be affected.

18.2. We, as well as our entrepreneurial customer, are already obliging us to take a new and more comprehensive approach, which is the closest to the economic result of the ineffective condition.

19th General

19.1. Austrian law

applies

19.2. The UN purchase right is excluded.

19.3. The place of performance is the registered office of the company (Graz).

19.4. The court of jurisdiction for all disputes arising out of the contractual relationship or future contracts between us and the business customer is the local court competent for our domicile. The court of jurisdiction for consumers, insofar as the latter is domiciled in Germany, is the court in whose territory the consumer has his habitual residence or place of employment.