Imprint
Owner & Publisher
Gebrüder WOERLE Ges.mbH
Enzing 26
5302 Henndorf/Salzburg
Austria
T: +43 6214 66 31 – 0
F: +43 6214 66 31 – 33
M: woerle@woerle.at
Regional and Commercial Court of Salzburg
FN 68403 v
UID: ATU 34924703
Concept and design:
General Terms and Conditions of Business and Delivery of Gebrüder Woerle Gesellschaft mbH
1. General
a) These general terms and conditions ("GTC") apply to all deliveries of goods and services by Gebrüder Woerle Gesellschaft mbH ("WOERLE"), even in the case of conflicting delivery and/or payment conditions on orders or order confirmations. Contract terms of the customer are expressly contradicted in their entirety.
b) At the latest when ordering the goods for the first time, the customer acknowledges these General Terms and Conditions. These conditions also apply to further orders and deliveries without further agreement.
c) To be valid, amendments or ancillary agreements must be confirmed in writing by persons authorized to represent our company who are entered in the company register and only apply to the individual business case. Our other employees are not authorized to make changes or side agreements to these General Terms and Conditions.
d) Should individual provisions of these General Terms and Conditions be ineffective, this does not affect the validity of the remaining provisions and the contracts concluded on the basis of them. An ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective provision.
2. Contractual relationship
a) Unless they are expressly made binding, our offers are entirely non-binding. Orders by the customer are the offer in the legal sense, to which the customer is bound for three weeks. The contract is only concluded through our order confirmation or through delivery or service. A separate notification of the customer of the acceptance is not required.
b) We are entitled to only partially accept orders.
3. Prices
a) Our prices are net prices and are therefore exclusive of statutory sales tax. In the case of deliveries outside of Austria, the applicable export and import duties also apply. If increases in taxes, freight or import/export duties occur after conclusion of the contract, we are entitled to charge a corresponding surcharge.
b) Our prices are daily prices and apply until further notice. Prices in our price lists are non-binding, we reserve the right to change the information contained therein at any time, especially if the raw material costs change. In the event of late acceptance, a higher list price then valid can be demanded. Payment must be made in euros.
4. Delivery and Delivery Time
a) The place of performance for the deliveries or services to be provided by us is the location of the delivery works or the location of the warehouse from which the delivery is made. Shipping is at the risk and expense of the customer to the delivery address specified by the customer when ordering.
b) The indication of delivery dates is non-binding. In any case, non-compliance with the delivery dates only entitles the customer to assert a right of withdrawal if we do not carry out the delivery despite having set a grace period of at least two weeks in writing.
c) The delivery period is extended by all circumstances independent of the will of the parties, such as cases of force majeure ("force majeure"), unforeseeable operational disruptions or labor disputes, official intervention, delays in transport or customs clearance, transport damage, rejects of important production parts or other difficulties in purchasing or in the Fulfillment of the contract, extended by the duration of the hindrance. In such cases, we are also entitled to withdraw from the contract in whole or in part without compensation.
d) Insofar as partial deliveries are possible, we are also entitled to do so. Each partial delivery is considered a separate transaction and can be invoiced separately by us.
e) The place of performance for the services to be provided by the customer, including payment, is the registered office of our company.
5. Storage and Use-by Periods
a) The storage conditions printed on our products must be observed without interruption.
b) The recommended use-by period must be observed. No compensation will be paid for damage resulting from improper storage or handling.
6. Warranty
a) Any defects that occur should be reported upon delivery or after they become visible. The customer must check the delivered goods or the service provided for completeness, correctness and other defects immediately upon receipt and any defects immediately, but no later than five working days after receipt of the goods or service (in the case of goods, in any case before the expiry of their best-before date), in the event of the loss of all claims to which he is entitled from defects that can be identified during a proper inspection, to complain in writing, stating the defect. Proper packaging or delivery or service is deemed to have been proven if the goods are accepted without objection.
b) If the item is defective, the customer can choose between improvement and replacement and is obliged to give us the opportunity to improve it. The goods complained about are to be handled and stored appropriately; the return requires our express consent. Only if the improvement and replacement are impractical can the customer - in accordance with the statutory provisions - request a reasonable price reduction or conversion. If we improve a defect, we will do this free of charge and expenses, although we can demand that the customer send the goods to us - as far as this is feasible - at our risk and expense. The warranty is otherwise based on the statutory provisions.
c) For any type of delivery, claims arising from defects – regardless of the legal basis on which they are based (in particular warranty, damages, special right of recourse) – become time-barred within the statutory warranty period of two years from delivery or service.
7. Damages
We assume no liability for damage for whatever legal reason, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, consequential damage, defects or tortious acts caused by slight negligence on our part or by persons for whom we are responsible will. The customer has to prove the existence of gross negligence or intent. In particular, liability under the Product Liability Act and claims for recourse arising from the application of the EAN barcode to our packs are expressly excluded.
8. terms of payment
a) Our invoices are due immediately upon receipt and are payable without any deductions, subject to a credit note being issued or a deduction being expressly approved by us.
b) The insolvency of the customer or an application for the opening of insolvency proceedings against his assets make all our claims due immediately. Circumstances that make the customer's creditworthiness appear doubtful, as well as economic or political events that endanger the proper processing of the transaction, entitle us to demand prior payment, regardless of agreed payment agreements.
c) In the event of late payment, we are entitled to charge default interest of 4% above the applicable bank rate.
d) If the customer is in arrears with payment or other services, we are entitled - without prejudice to other rights - to withhold our deliveries until the agreed consideration has been provided while maintaining the delivery period that is still open or, after a reasonable grace period has expired, to withdraw from the contract and claim damages to demand for non-performance. If we request this, the customer must return the delivered goods to us at his own expense immediately after our request. We reserve the right to assert claims for damages for depreciation, wear and tear, compensation for our own transport expenses and other expenses in this connection. Furthermore, we are entitled to stop delivery immediately.
e) In the event of a breach of contractual obligations, the customer undertakes to reimburse us for all costs necessary for the appropriate pursuit of our claims. These include, in particular, dunning costs, costs for keeping records of the obligation in the dunning process, costs for debt collection agencies, court fees and the costs of lawyers.
f) Incoming payments are used, regardless of any dedication by the customer, first to pay off open costs and interest and then to pay off the oldest debt.
g) The customer can only offset in the event of our insolvency or with related, undisputed or legally established claims and assert rights of retention only with regard to such claims.
9. Retention of Title
Until the price has been paid in full, including all ancillary fees, the delivered goods or any proceeds from the resale remain our sole and unrestricted property. Until then, they are only a commodity entrusted to the customer, which may neither be sold nor pledged, nor given away or lent. The customer is not entitled to dispose of these goods without our prior express consent and bears the full risk for the goods entrusted to him in every respect, in particular for the risk of destruction, loss or deterioration. Access by third parties to the goods delivered under retention of title or to any assigned claims must be reported to us immediately.
Privacy Policy
The customer agrees that the data provided as part of the order and the order processing will be collected, processed, stored and used for our accounting purposes as well as for internal market research and marketing purposes. We use the data to comply with legal regulations, to process payment transactions and for advertising purposes. WOERLE's vicarious agents are obliged to comply with the Data Protection Act.
11. Others
a) Deliveries and declarations of intent are made to the address specified by the customer in the order until the written notification of a different address. The customer is obliged to provide the relevant data requested in the form completely and correctly upon conclusion of the contract. In the event of incorrect, incomplete or unclear information provided by the customer, the customer is liable for all of the costs we incur as a result. In the event of other damages, the customer is obliged to notify us immediately in writing of any changes in name, address or change of registered office. In the event of omission, any written notification sent to the last known address of the customer shall be deemed to meet the requirements of effective service.
b) A transfer of the rights from the contract concluded with us to third parties requires our written consent.
12. Applicable law, place of jurisdiction
a) Austrian substantive law to the exclusion of the UN Sales Convention shall apply exclusively to the legal relationship with the customer, including these General Terms and Conditions and sales contracts concluded on the basis thereof.
b) The place of jurisdiction for all disputes arising directly or indirectly from the respective contract is the competent court in the district of the headquarters of our company. We are also authorized to sue the customer at his/her general place of jurisdiction.
