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Imprint/General Terms and Conditions

General Terms and Conditions - TEKAEF Austria

General Terms and Conditions of Business, Sale and Delivery (as at: 12.11.2008)

 

TEKAEF Büroleben GmbH

Eberschwangerstr 63b

A-4910 Ried im Innkreis

Austria

Tel: +43 7752 678

Fax: +43 7752 678 111

E-mail: info@tekaef.com

Internet: www.tekaef.com

Companies Register No.: HRB-FN 435970h

Ried im Innkreis Commercial Court

VAT No.: ATU69714179

 

All our sales and deliveries are carried out exclusively on the basis of the following terms and conditions of sale and delivery.

 

I. General

 

These terms and conditions of business apply to all services carried out by TEKAEF Büroleben GmbH, FN 435970h (hereafter referred to in brief as TEKAEF), (together or individually) for their Client. There terms and conditions of business may be superseded only by express agreements to the contrary in written contracts or order confirmations by TEKAEF. They also apply to all future legal transactions between TEKAEF and the Client, without requirement for any further reference to these terms and conditions. Any Client's terms and conditions which differ from these are not deemed to be agreed.

 

II. Offers, contracts and deadlines

 

(1) Offers by TEKAEF are non-binding and subject to change. Acceptance of an order is confirmed by signature of the contract, issue of an order confirmation or, in the case of an agreement made only verbally, by provision of the services by TEKAEF. The scope of services is determined by the performance specifications (in the order confirmation, etc.) defined by TEKAEF at the time of conclusion of the contract. Additional agreements in verbal or electronic form are only legally valid if confirmed in writing by TEKAEF.

(2) Provided nothing is agreed to the contrary in writing, the TEKAEF list prices applicable on the day of ordering shall be deemed agreed. All prices quoted are net prices.

(3) Proposed deadlines are guide times, ex works, and dependent on the timely provision by the Client of any documents, preliminary materials or evidence of licences required in accordance with III.), and the receipts of any prepayments or securities agreed with the Client. If an agreed delivery deadline is culpably missed, arrears shall only be due on expiry of a reasonable period. Compensation claims in respect of arrears are excluded, or limited to the invoice value of the goods not delivered or not delivered on time.

(4) Deliveries are fundamentally "ex works" and subject to payment in advance. The costs of packaging and transportation are borne by the Client. The risk is transferred to the Client on dispatch. Transport insurance will only be taken out at the express request and at the expense of the Client. Partial deliveries are permitted.

(5) TEKAEF reserves the right to entrust third-party companies with the provision of services, but the Client's contractual partner is always TEKAEF.

 

III. Licences, rights, patents

 

(1) The Client guarantees that it holds all the necessary copyrights, trademarks, registered designs, patent rights or other user or commercial intellectual property rights to the materials handed over for processing or for the services to be provided, or has obtained the necessary permission from third parties and can provide appropriate proof of this on request. There is no onus of proof of any kind on TEKAEF with regard to these rights. The Client undertakes to safeguard TEKAEF fully against any claims in respect of damages arising from any breach of such third-party rights caused by the provision of services, including the cost of any defence or attempted defence in respect of such claims.

(2) Materials provided by the Client are stored at TEKAEF premises at the risk of the Client. The Client is responsible for producing the recommended backup copies. Any liability arising from the loss of preliminary materials is excluded.

 

IV. Invoicing and payment, reservation of proprietary rights, terms and conditions of delivery

 

(1) TEKAEF invoices must be paid promptly and without deductions. Invoiced amounts are deemed to be accepted by the Client if the invoice is not objected to in writing within two weeks of the date of invoice. Payments by the Client shall be offset first against the oldest receivables, then interest, then capital. If costs arise as a result of the collection of debts, payments shall first be offset against these costs, then interest and finally against capital.

(2) Interest of 10% above the base rate at the time will be applied to payment arrears. The defaulting Client is obliged to pay all costs of out-of-court measures, including in particular those involving the services of a solicitor. A breach of the terms and conditions of payment shall entitle TEKAEF to withhold the agreed services until payment has been made in full of all receivables outstanding, without being in breach of performance of the contract. Any agreed terms and conditions of payment that differ from Section 1 are invalid.

(3) The products supplied by TEKAEF shall only become the property of the Client on payment of the full value agreed together with any outstanding associated ancillary payments such as interest on arrears or collection costs. Receivables arising from any onward sales shall be assigned by the Client to TEKAEF as collateral for TEKAEF's payment demands against the Client. TEKAEF shall accept such assignment. The Client shall inform TEKAEF of any such onward sale by immediately forwarding a copy of the invoice, and ensure that this assignment of collateral is clearly shown in its own accounts. If TEKAEF so requests, the Client is obliged to inform the third-party debtor. In connection with claiming ownership due to non-fulfilment by the Client, TEKAEF is also entitled to make outstanding demands arising from the contract in question or withhold any payments already made, either of these options being one-off recompense for damage incurred by TEKAEF, which do not need to be evidenced in individual cases (§ 1336 Austrian Civil Code).

(4) The Client's claims against TEKAEF may not be offset by the Client against claims by TEKAEF, nor may a right of retention be exercised by the Client.

(5) We deliver orders with a net order value in excess of EUR 110.00 free of charge; for orders below this value we charge a fixed shipping fee of EUR 5.00 net.

(6) COD deliveries will be subject to an additional collection fee of EUR 4.5.

(7) Initial orders can be at the discretion of TEKAEF be sent via sash on delivery.

 

V. Warranty and Liability

 

(1) TEKAEF only guarantees in respect of the products and services it supplies the specific properties set out in writing in contracts or its own order confirmations. TEKAEF offers no guarantee in respect of any further properties, qualities of features, or for the suitability of the products for specific uses, even if these could be inferred from the design.

(2) § 377 Commercial Code applies to the notification of defects. Warranty claims must be made in all cases within 6 months of acceptance by the Client of the services in question. The Client is obliged to return the defective goods to TEKAEF within 8 days of notification of the defect through the proper channels. If this obligation is not complied with within this period, TEKAEF's warranty obligations shall expire. Notifications of defects do not entitle the Client to withhold payment.

(3) Provided TEKAEF is obliged to comply with warranty claims, this shall be by means of either free repair or replacement, at TEKAEF's discretion. If the rectification of the defect fails or is connected with unreasonably high expenditure, the Client shall be entitled to demand a reduction in price or, if it is not merely a minor defect (§ 932 (4) Austrian Civil Code) to demand a replacement.

(4) The application of the rules governing reversal of onus of proof, as provided by § 924 second sentence, § 1298 Austrian Civil Code is excluded in favour of TEKAEF.

(5) TEKAEF shall only be liable for damage caused with malicious intent by TEKAEF. Compensation for damages is limited in all cases to the contractual value of the defective goods or services supplied.

 

VI. Place of performance, legal venue and applicable law

 

(1) The place of performance is Ried im Innkreis. The legal venue is the competent court in Ried im Innkreis. Austrian law applies, with the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) If the parties to the contract serve notices by electronic mail, they acknowledge the unrestricted validity of declarations of intent transmitted in this way. This only applies provided the e-mail message shows the name and e-mail address of the sender and the time it was sent and the sender's name is reiterated at the end of the message.

(3) If one provision of these terms and conditions of business is invalid, this shall not affect the validity of the remaining provisions. The parties to the contract shall replace the invalid provision with a valid one that most closely approximates the economic intent of the parties.