GENERAL PURCHASE TERMS AND CONDITIONS
1. Scope of Supply, Validity of the Contract
Our General Purchase Terms and Conditions apply to all orders for the purchase of goods from Vulcascot suppliers. Furthermore, they apply to all future business transactions with the suppliers. They may be excluded explicitly by authorized staff of our company only in writing by hand in the form of a signed declaration. Terms and Conditions of our business partners, which were explicitly excluded, do not apply.
2. Conclusion of Contract
Orders to Vulcascot must be in writing. Orders by electronic data transmission are also valid.
The Supplier is obliged to accept the assignment, placed by Vulcascot, within 10 working days, by a signed counter-letter, unless the order has not been executed within this period. In case of orders by electronic data transmission, a confirmation via electronic data transmission is sufficient.
Only prices stated in the order form are valid. These are fixed prices, including VAT, and they may not be changed in case of material changes in circumstances detrimental to Vulcascot.
Payments shall be made within 30 days of submission of invoice with a 3 percent discount or within 90 days. Set-offs, counterclaims are admissible. Payments made by Vulcascot shall not be considered as recognition of proper execution of supplies.
In case of default on payment, default interest of 4 percent p.a. will be charged.
4. Delivery and Shipment
Delivery deadlines, indicated in the order, are binding. The Supplier shall notify Vulcascot immediately, if circumstances occur, which prevent him from adhering to the stipulated timely delivery. The absence of documents subject to provision by Vulcascot, may excuse delivery delay only, if such documents were not provided to the Supplier within a reasonable time.
The Supplier is entitled to define the method of packing of the goods and the means of shipment in agreement with Vulcascot, and to propose the most cost-efficient transportation. He must obtain all necessary transportation permits. Packaging must comply with Austrian safety regulations, packaging and Dangerous Goods Regulation, so as to avoid transportation damage to the extent possible. The shipping documents shall contain the shipping address and order details. Additional documents must be attached. The Supplier is entitled to partial deliveries strictly upon written approval of Vulcascot.
In case of default in delivery, Vulcascot is entitled to demand lump-sum compensation for the damage occurred, excluding judicial reduction, in the amount of a percentage of the value of the supply, for each complete week, however, not more than a maximum of 20 percent. Any further statutory claims remain reserved.
Risk shall only pass to Vulcascot or its clients only upon delivery.
5. Right of Withdrawal
After expiry of the delivery date, Vulcascot is entitled to withdraw from the contract in question. If a fixed date has been agreed upon, the contract shall be deemed terminated due to non-compliance with the delivery deadline, if Vulcascot does not demand performance of the contract within 14 days. Agreement to lump-sum compensation, stipulated in Article 4 shall apply accordingly.
Vulcascot is entitled to withdraw from the contract on account of an important reason; especially if the supplier does not comply with the terms of the purchase without reservation, if a petition of bankruptcy has been filed against the Supplier, or if the prerequisites for opening of such proceedings exist, or if the rectification or replacement delivery fails within a reasonable time period set in writing.
6. Liability for Defects
The Supplier guarantees functionability, economic and technical usability of the products delivered within a defects liability period of 36 months following delivery.
The Supplier shall provide warranty for construction, production, and material defects, for durability and Rights of Third Parties (including patent rights and any other property rights) of the products, provided that he cannot prove the absence of defects in the products delivered by Him. Vulcascot shall issue a notice of defects within 12 days after detection, and within 60 days in case of direct deliveries to Vulcascot clients. Vulcascot shall retain its statutory warranty claims resulting from its entitlement to freely choose at the Supplier´s expense to either demand from the Supplier improvements or substitute delivery. This would constitute a recommencement of the warranty period in respect of the repaired or replaced parts. Should both solutions be unaceptable, Vulcascot reserves its right to demand a cancellation of the contract. Without consent of Vulcascot, defect remedy through a Third Party is not allowed. The right to withhold payment until fault-free delivery as well as the right to claim compensation for damage remains unaffected. In the event of impracticality, the terms set forth in Art. 4 of the agreement on lump-sum compensation shall govern.
The Supplier shall maintain third-party liability insurance subject to conditions customary in the industry and he shall prove the existence of such relevant insurance to Vulcascot upon request.
The Supplier shall treat all information obtained by Vulcascot as confidential, unless He had had knowledge of such information at the time of order placement or in any other way has received knowledge thereof. Documents and information delivered by Vulcascot remains Vulcascot´s property and shall be returned to Vulcascot immediately and completely after execution of the order.
8. Legal Venue, Applicable Law, Severability
Ineffectiveness of individual provisions of the contract shall not affect the validity of the remaining provisions. An invalid provision shall be automatically replaced by a provision, that as closely as possible reflects the economic purpose of the invalid provision.
Contracts are subject to Austrian material law, excluding the United Nations Convention on Contracts for the International Sale of Goods as well as excluding all international principles of conflicts of law. It is agreed that the District Court Vienna, Chamber for Commercial Matters shall be exclusively the competent court of jurisdiction, irrespective of the amount in dispute, unless the named court of jurisdiction was declared non-prorogable.
GENERAL SALES TERMS AND CONDITIONS
1. Scope of Contract and Validity
The following Terms are valid for all services and deliveries provided by Vulcascot with its customers. Even where the incorporation of these terms and conditions has not been expressly agreed, they shall apply also to all future follow-up orders. These Terms can only be excluded by an explicit, written, personally signed and dated declaration by organs authorized to represent our company.
In no case shall terms and conditions of our contractual partner apply - they are expressly excluded.
2. Contract Conclusion
Offers made by Vulcascot are non-binding, they may be withdrawn until receipt of the acceptance declaration. After the contract conclusion Vulcascot is also entitled to correct errors, such as typing or calculation errors. Cancellations of orders by the orderer are possible only upon approval by Vulcascot. Art. 9 shall apply accordingly.
Unless otherwise agreed, the net prices, ex works, listed in the quotation or order form are valid. Price rise of the product´s purchase price in the period between order and billing, entitle Vulcascot to increase the selling price by the same amount. After part-delivery, Vulcascot is entitled to invoice partial invoices.
4. Terms of Payment
Payments are due within 14 days after receipt of the invoice, cash or by bank transfer, without trade discounts or any other discounts, free of charges for Vulcascot. Cheques will only be accepted on account of payment. Offset is permitted only with regard to legally binding counter-claims. Independent of any dedication indicated, Vulcascot is entitled to enter the payment on the side of older invoices, interest due or any other costs.
Default interest of 12 percent p.a. shall be agreed. In case of default on a partial payment, the complete sum will be due for payment immediately, and until settlement, Vulcascot is not obliged to render any further service. In this case, Vulcascot is entitled to cancel the individual contract or all contracts.
5. Title Retention
Vulcascot will retain full ownership of the goods delivered (including interest and costs of legal proceedings); they shall not be pledged without Vulcascot´s written consent. If the reserved goods are processed or mixed, Vulcascot acquires co-ownership of the new product. In case of resale, returns or purchase price claims shall be considered assigned to Vulcascot. The orderer shall keep the returns in separate custody and he shall without delay pay them to Vulcascot or he shall inform his purchaser of the assigment of claim. For the duration of the retention of the title to the goods, the orderer shall maintain the goods at his own expense. In the case that the orderer acts contrary to the contract, such as late payment, Vulcascot is entitled to recover the goods without prior notice, at the orderer´s expense. The exercise of this right does not represent a withdrawal from the contract. The orderer is obliged to return the goods.
Vulcascot is commited to meet the agreed delivery times. Reasonable delivery delays are accepted by the orderer in advance. The agreement of firm deals requires an explicit consent. If delivery on call is agreed upon, the goods are considered as being recalled, 3 months after the order at the latest. In the event of force majeure, such as interference of public authorities, labour conflicts or other instances, non-performance by an important and difficult-to-replace-supplier, delivery deadlines shall be extended accordingly; in this case Vulcascot is entitled to cancel the contract.
The risk will pass to the purchaser upon dispatch of the goods. Vulcascot is entitled to determine the type of shipment. The orderer is obliged to secure any approvals required. Insurance cover is at the request and expense of the orderer only.
In the case of default of the orderer on acceptance, late payment, and on duties to co-operate, Vulcascot is entitled to withdraw from the contract without setting a period of grace. Art. 9 shall apply accordingly (as well as to extra costs).
7. Defects Liability
The warranty is 6 months. Presumption of defect according to § 924 ABGB (Austrian Civil Code) is excluded. The orderer is required to examine the goods for defects with respect to completeness and quality without delay and shall notify Vulcascot in writing of any defects or claimed incomplete delivery within 7 days on detection of such defects. Otherwise, the goods shall be deemed approved.
Vulcascot will not warrant any defects resulting from improper use after repairs, previously not approved by Vulcascot, in case of non-compliance with Austrian standards (Ö-Normen) or if the orderer defaults on payment.
Recognizable defects shall be reported to Vulcascot. The latter is entitled to repair the defects reported on his own or have them repaired by a third party within a reasonable deadline. Replacement or improvement will not extend the warranty period.
In the case of third-party products, Vulcascot´s warranty obligation is limited to transfer of all assigned claims against its supplier.
8. Other Liabilities
Vulcascot´s liability for slight negligence, compensation for consequential damage, and for purely financial loss, for loss of profits, and for damage resulting from third-party claims is excluded. Vulcascot shall not be held liable for damage resulting from non-performance of the contract by subcontractors or by any persons working for or by order of Vulcascot. The amount of a possible claim shall be limited to the net value of the order concerned, subject to performance by Vulcascot. Vulcascot´s liability is excluded for damage, which the orderer could have prevented by implementing reasonable measures, such as contractual purpose and use of the goods or by following the user instructions.
9. Compensation in the event of cancelation of the contract
In the event of cancelation of the contract by the orderer due to reasons outside the control of Vulcascot, the latter is entitled to demand a lump-sum compensation not subject to the court´s right to reduce the penalty amounting 30 percent of the net order value. The same shall apply in the event that Vulcascot cancels the contract due to reasons within the orderer´s responsibility. Further claims remain unaffected.
Each party to the contract shall treat any confidential information and documents of the counterparty with secrecy, also after termination of contractual relationship and shall not record such information nor disclose nor disseminate it to any third parties or exploit it in any way, unless this is required to achieve the purpose of the contract.
11. Legal Venue, Applicable Law
Contracts are subject to Austrian material law, excluding the United Nations Convention on Contracts for the International Sale of Goods as well as excluding all international principles of conflicts of law.
It is agreed that the District Court Vienna, Chamber for Commercial Matters shall be exclusively the competent court of jurisdiction, irrespective of the amount in dispute, unless the named court of jurisdiction was declared non-prorogable.