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1. Overview and scope of application:
The terms and conditions of purchase listed here are an integral part of all contracts for purchases, leasing, work deliveries, services and other agreements with suppliers (hereinafter referred to as "Contractor") of mechatronic systemtechnik GmbH. (hereinafter referred to as "Client"). They apply not only to the current business transaction, but also to all future transactions, even if they are not explicitly mentioned each time. Deviating, supplementary or conflicting General Terms and Conditions (GTC) of our contractual partners do not become part of the contract, even if we do not expressly object to them. This also applies in the event that the client no longer expressly objects in later documents that contain other GTCs.
2. Order process and contract formation:
Only orders placed in writing and agreements, collateral agreements and amendments recorded in writing are binding. This also applies to changes to orders already placed. Contract amendments are only accepted in writing and require our written consent. Orders may be withdrawn by us until receipt of an offer, an order confirmation or until the end of the period for automatic acceptance without any obligation to pay compensation or other payments to the Contractor. Offers from the contractor are valid for 60 days, are non-binding and free of charge, even if they are made at our request. The Contractor must adhere exactly to our request and clearly indicate any deviations; our silence with regard to such deviations shall not be deemed to constitute acceptance. Offer documents will not be returned; samples must be provided to us free of charge.
3. Confirmation of order and cancellation:
Our order is generally accepted by returning a copy of the order signed by the contractor or by sending our own order confirmation. If the contractor does not respond to an order within 14 days, this shall be deemed as acceptance. This period shall be interrupted by company vacations of the contractor, provided that we have been notified of these. Changes to the order confirmation require our written consent. These regulations also apply to orders for services and other performances. The customer may withdraw from the contract at any time and in this case must reimburse the proven costs incurred by the contractor up to that point.
4. Delivery:
Delivery must follow our shipping instructions and be made to the address specified in the order. The packaging of the goods must A certificate of origin must be enclosed for goods from non-EU countries. Unless otherwise agreed, delivery shall be made in accordance with the DDP condition to the customer's registered office. Deliveries without the required accompanying documents will not be accepted. All shipping documents, invoices and correspondence must contain the supplier number, our complete order number and a detailed description of the item, including the item number. In the case of call-off orders, both the frame number and the specific call-off order number and the remaining quantity after delivery must be stated.
5. Terms of delivery
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The delivery dates of the orders are agreed via the delivery date confirmations. The Client reserves the right to charge the Contractor for any costs incurred or sales lost if the delivery date is not met. The date of receipt of the goods or completion of the service by the Customer or the place of delivery/service specified in the order ("place of performance") shall be decisive for compliance with the delivery/service date. Delivery dates shall be deemed to have been firmly agreed. We must be informed immediately of any delays in delivery. If the delivery deadline is exceeded, we may withdraw from the contract without setting a further deadline, without assuming the costs incurred by the contractor to date. We reserve the right to assert claims for damages due to delivery delays or failures. Deviations in the delivery quantity require the consent of the client. The Contractor shall bear the delivery costs and any additional costs incurred by the Client for partial deliveries that have not been agreed. If late deliveries are accepted, the Contractor must bear all additional costs for accelerated delivery. In the event of early delivery, the goods may be returned or held until the agreed date at the Contractor's expense. Changes in order quantity or time may be made by us. In the event of late delivery, we shall charge a contractual penalty of 0.5% of the net order value per day without proof of damage, without limiting our further rights.
6.Insurance:
The transportation of goods ordered under the EXW delivery condition will be insured by us. In other cases, the contractor must provide appropriate insurance.
7. Scope of delivery and quality:
All deliveries and services must comply with the latest state of the art and our quality specifications, meet Austrian standards and regulations and include all necessary ancillary services and parts, even if these are not explicitly mentioned. Deliveries must comply with EU regulations, in particular the REACH and RoHS directives
8. Packaging and transfer of risk:
The goods must be packed securely and in a manner suitable for transportation. An ARA license number must be indicated. Unless otherwise agreed, packaging is included in the price and will not be returned. The risk shall pass to us when the goods are handed over to us.
9. Quality assurance:
Orders must be executed exactly in accordance with our specifications. Changes that affect specifications require our written approval. Deliveries may only be made after our written approval. In the case of discontinued products, we must be notified at least six months in advance. The delivered goods must comply with Austrian and international safety and environmental protection regulations.
10. Acceptance of goods:
Acceptance of the delivery is subject to the proviso that it complies with our agreed specifications. Confirmation of the delivery bill, booking of the goods in the incoming goods department and payment of the invoice shall not constitute acknowledgement of delivery in accordance with the contract. We reserve the right to assert claims for compensation even after acceptance or payment has been made.
11. Warranty and liability:
The Contractor warrants that the products are free of defects for a period of 24 months. The period shall only commence when the goods are passed on to the end customer, when the goods are processed or when the delivered products are put into operation for the first time. If defective products are delivered, we have the right, at our discretion and at the expense and risk of the contractor, to replace the defective products.
a) to demand an exchange of the defective goods,
b) to carry out a repair or have it carried out by a third party,
c) to return the entire delivery or parts thereof,
d) to store defective parts,
e) withdraw from the contract or demand a price reduction.
The Contractor must reimburse us for all costs and damages incurred, in particular those arising from product liability regulations or resulting from deviations from the agreement. The contractor must provide proof of appropriate liability insurance at any time upon request. In the event of defects, we may - without prejudice to our claims for compensation - withdraw from the entire order without the Contractor being entitled to any claims against the Client. The use of the defective goods shall not constitute consent or a waiver of our rights. Any notice of defects submitted shall interrupt the warranty period.
12. Property rights:
The Contractor warrants that the goods supplied do not infringe any third-party rights and shall indemnify us in the event of legal disputes. All materials and information provided to us shall remain our property and may not be passed on or used for third-party orders. They must be returned on request. Drafts of the contractor shall become our property.
13. Confidentiality:
The Contractor is obliged to keep confidential all information received in the course of the business relationship. This obligation shall remain in force even after termination of the business relationship. The Contractor shall be responsible for compliance with this obligation by its employees, contractors or other vicarious agents.
14. Tools:
Tools manufactured on our behalf and paid for by us are our property. The contractor is obliged to use these tools exclusively for our orders and to ensure their maintenance. They must be kept for at least 7 years after the last delivery. Our written consent must be obtained before disposal. We accept no liability for tools provided.
15. Prices and payments:
Unless otherwise agreed in writing, all prices are fixed all-inclusive prices DDP mechatronic systemtechnik GmbH Fürnitz and include all ancillary costs such as transportation, unloading, packaging, etc. Extensions or additions to the order as well as spare parts orders are subject to the conditions of the main order. Price increases after conclusion of the contract are not permitted. Goods with different customs treatment must be invoiced separately. Payment shall be made exclusively by bank transfer after receipt of the invoice, but not before complete fulfillment by the contractor. In the event of delivery before the agreed date, the payment period shall not commence until the agreed delivery date. The standard payment terms are: 14 days with 3% discount, 60 days net. In the event of faulty or defective services, we reserve the right to withhold payment in full until the service has been properly rendered, without losing any rebates or discounts. Any transfer charges shall be borne by the contractor. We reserve the right to offset claims of our affiliated companies against claims of the contractor, irrespective of whether our claims are already due. Invoices without reference to our order number will not be processed and will be returned. Claims arising from deliveries of goods and services expire 1 year after transfer of the goods or completion of the work. Any assignment of claims arising from our deliveries requires our consent.
16. Right of access:
The Contractor shall guarantee the Client, the Client's customers and the competent authorities access to its organization subject to prior notification.
17. Retention obligation:
All documents must be retained for at least 10 years. They may only be destroyed after this period has expired with the written consent of the client.
18. Subcontractors:
Our orders may not be passed on to third parties, either in part or in full, without our written consent. The contractor is liable for the proper execution of the order.
19. Advertising:
Our company name may not be used for advertising purposes without our written consent.
20. Applicable law and place of jurisdiction:
The place of performance for deliveries and services in accordance with our Terms and Conditions of Purchase is Fürnitz. The agreed place of jurisdiction is the court responsible for Fürnitz. Austrian law shall apply to the exclusion of the IPRG, the UN Convention on Contracts for the International Sale of Goods or other conflict of law rules. If Austria does not have an enforcement agreement with the Contractor's country, disputes shall be decided before a sole arbitrator in accordance with the Rules of Arbitration and Conciliation for the Permanent Arbitration Courts of the Economic Chambers. The proceedings shall take place before the Permanent Court of Arbitration of the Carinthian Chamber of Commerce in Villach; the language of arbitration shall be German. Ineffective provisions shall be replaced by effective provisions that come closest to the economic purpose.
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