§ 1 Scope of application

1. These General Terms and Conditions (GTC) shall apply to all contracts, deliveries and other services of Mundschütz Maschinenbau GesmbH vis-à-vis entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB).

2. Conflicting or deviating terms and conditions of the customer shall not be recognized unless we have expressly agreed to their validity in writing.

3. Our GTC shall also apply if we carry out the delivery or service without reservation in the knowledge of deviating terms and conditions of the customer.

§ 2 Conclusion of contract and offers

1. Our offers are subject to change and non-binding. An order placed by the customer shall be deemed a binding offer to conclude a contract.

2. The contract shall only come into effect with our written order confirmation or with the actual execution of the delivery.

§ 3 Prices, terms of payment, default

1. All prices are net ex works, plus packaging, shipping and the applicable statutory VAT.

2. Unless otherwise agreed, payment is due within 14 days net from the invoice date without deduction.

3. In the event of late payment, we shall be entitled to charge interest on arrears at a rate of 8% p.a. or at least 2% above the prime rate of the Austrian National Bank. Further rights are reserved.

4. If unforeseeable public charges, such as customs duties or import duties, increase after conclusion of the contract, we reserve the right to adjust the price.

§ 4 Retention of title

1. The delivered goods shall remain our property until all claims arising from the business relationship have been paid in full.

2. The customer is obliged to treat the goods subject to retention of title with care and to insure them adequately against damage at his own expense.

3. Pledging or transfer of ownership by way of security before full payment is made is not permitted.

§ 5 Delivery, delay in delivery

1. Delivery dates are only binding if they have been expressly confirmed by us in writing.

2. The delivery period shall not commence until all technical and commercial details have been fully clarified and all agreed payments have been received.

3. Force majeure, operational disruptions, strikes, delivery bottlenecks at upstream suppliers or similar unforeseeable events shall extend the delivery period appropriately.

4. Claims for damages due to delayed delivery are excluded, unless they are based on intent or gross negligence.

5. In the case of call-off orders, we are entitled to deliver and invoice after six months even without a call-off.

§ 6 Transfer of risk and shipment

1. Delivery is ex works. The risk shall pass to the customer when the goods are handed over to the forwarding agent or carrier, at the latest when they leave our factory – even in the case of carriage paid delivery.

2. We will take out transport insurance at the customer’s request and expense. Transport damage must be reported immediately in writing.

§ 7 Warranty

1. The customer is obliged to inspect the goods immediately upon receipt and to report any defects in writing. Hidden defects must be reported immediately upon discovery.

2. The warranty period is 12 months from delivery.

3. In the event of justified defects, we shall, at our discretion, either rectify the defect or supply a replacement.

4. Warranty claims are void if the goods have been improperly handled, modified or not maintained in accordance with the operating instructions.

§ 8 Liability

1. We shall be liable without limitation in the event of intent and gross negligence.

2. In the event of simple negligence, we shall only be liable for breach of material contractual obligations (cardinal obligations), limited to the foreseeable damage typical of the contract.

3. Any further liability, in particular for loss of profit or indirect damage, is excluded.

§ 9 Secrecy

Both parties undertake to keep secret all confidential information obtained in the course of the business relationship and not to disclose it to third parties.

§ 10 Place of jurisdiction, applicable law

1. The place of jurisdiction for all disputes is Klagenfurt, provided the customer is a merchant.

2. Austrian law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 11 Severability clause

Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision.