General Conditions of Sale and Delivery Wheat-free Holding
All deliveries, services and offers of Weizenfrei Holding GmbH (hereinafter also referred to as "Contractor") are made exclusively on the basis of these terms and conditions. Any terms and conditions of the contractual partner (hereinafter also referred to as "Customer") which are contrary to or deviate from these Terms and Conditions of Business shall only be deemed to have been accepted if the Contractor has expressly agreed to their validity; in particular, no contractual performance actions of the Contractor shall be deemed to constitute agreement to deviating contractual terms and conditions.
II Offers and conclusion of contract
By placing an order, the customer accepts our terms and conditions of sale, delivery and payment in the respective valid version. Our prices are net prices, excluding VAT. The respective valid price list applies. The customer agrees that invoices may also be issued and transmitted electronically. The customer undertakes to disclose his currently valid and correct sales tax identification number (UID) and to inform the Weizenfrei Holding GmbH in case of changes. If the information is not correct or changes are not announced in time, the customer is liable for all resulting costs.
All prices quoted by the contractor are FCA, Incoterms 2010, and are exclusive of value added tax, unless otherwise expressly stated. The price includes customary packaging of the goods and loading of the goods in Ebreichsdorf. The contractor shall be entitled to adjust the price if there are at least 6 months between conclusion of the contract and delivery and relevant cost elements (in particular raw material prices and transport tariffs) have changed not only slightly. However, the contractor may also adjust the price if after conclusion of the contract the customer requests changes in the delivery date, quantity or quality of the ordered goods.
IV Terms of payment
All payments shall be made immediately after receipt of the invoice and shall only be deemed to have been made free of debt upon receipt on the contractor's business account. Any terms of payment deviating from these require a separate agreement between the contractor and the customer. Discount deductions require a separate agreement. In case of default of payment, the customer is obliged to pay interest on arrears in the amount of 12% p.a. and to reimburse all reminder and collection expenses of the contractor, regardless of whether external or internal expenses. Furthermore, in the event of default of payment by the customer or the opening of insolvency proceedings against the customer's assets, the contractor is entitled, at his own discretion and irrespective of any fault on the part of the customer, to withhold deliveries or services until the agreed counter-performance has been rendered, to withdraw from the part of the contract not yet fulfilled. Incoming payments shall be used to settle the oldest liability. The contractor is entitled to make outstanding deliveries only against advance payment. All other rights of the contractor remain unaffected.
V Delivery, fulfilment and risk assumption
Unless otherwise expressly agreed, all deliveries of the contractor shall be FCA Ebreichsdorf - Incoterms 2010. The contractor is entitled to make partial and advance deliveries and to invoice these. Fixed delivery and performance deadlines are non-binding if a binding nature of the deadlines has not been expressly agreed in writing and can be exceeded by the contractor by up to 5 working days. Only after this period has expired can the customer withdraw from the contract after setting a reasonable grace period of at least 7 working days. However, withdrawal with regard to partial deliveries already made is only permissible if these cannot be used appropriately by the customer; the customer must return to the contractor at the contractor's expense any goods already delivered and not usable.
VI Reservation of title
All goods are delivered under reservation of title and remain the property of the contractor until full payment has been received. Resale is only permitted with the express consent of the contractor. The customer is obliged to assign his claims arising from this to third parties to the contractor. The assertion of the reservation of title shall only be considered as a withdrawal from the contract if this is expressly declared. In the event that goods are taken back, the contractor is entitled to charge any transport and manipulation expenses incurred. In the event of access by third parties to the reserved goods - in particular through seizure - the customer undertakes to draw attention to the reserved property and to inform the contractor immediately. The customer bears the full risk for the reserved goods, in particular for the risk of destruction, loss or deterioration.
VII Warranty, Duty of Inspection and Notice of Defects
The condition of the goods at the time of transfer of risk is decisive. The customer must inspect the goods immediately upon receipt and submit any complaints immediately, but in any case within 2 working days after delivery of the goods, in writing and with detailed information about the alleged defect, otherwise the goods are deemed to be approved. In the case of hidden defects, the notice of defects must be made within 7 working days after their discovery. A fragile warranty claim must always be proved by the customer, who is obliged to reimburse all costs for unjustified or late returns of defects. Apart from any mandatory legal provisions with regard to the type of warranty provision, the contractor expressly reserves the right to fulfil any warranty claim at his own discretion by improvement, replacement or price reduction. The warranty period shall not be extended for either the main delivery or new parts by remedying defects or acknowledgment, even if new parts are included in the main delivery. In any case, the obligation to provide warranty shall expire at the end of the warranty period; recourse claims arising from a claim by the customer's customer shall be excluded. If the customer makes changes or processing to the transferred object of purchase or works without the prior written consent of the contractor. All warranty obligations of the contractor expire.
The goods delivered by the contractor are to be handled properly and stored or processed in accordance with the respective relevant regulations (e.g. codes, guidelines, ordinances, etc.). The transport and storage of the goods must be carried out in accordance with the storage conditions printed on the packages. No credit note will be issued for goods returned due to improper delivery, storage or expiry of the recommended period of use. Goods can only be returned with the prior consent of the contractor. Warranty claims exceeding the invoice value of the defective goods are excluded.
VIII Compensation for damages
With the exception of personal injury, the contractor's liability for damages is limited to cases of intent and gross negligence. The customer bears the burden of proof for the existence of such conduct. Excluded is - as far as legally permissible - in particular also any compensation for pure financial losses, indirect damages and losses or consequential damages of any kind as well as loss of profit. The liability of the contractor is generally limited to the typically foreseeable damage and in terms of value to the value of the (partial) delivery. Claims for damages shall become statute-barred after six months from knowledge of the damage and the party causing the damage, in any case after two years from the transfer of risk. If an order is made on the basis of recipes, market samples or models provided by the customer, the liability of the contractor does not extend to the correctness of these, but only to the fact that the execution is carried out according to the customer's specifications. The customer shall indemnify and hold harmless the contractor in the event of any infringement of third party industrial property rights.
IX Product liability
Any recourse claims which the contractual partners or third parties may have against the contractor under the title "product liability" within the meaning of the PHG are excluded, unless the party entitled to recourse proves that the defect was caused within the sphere of the contractor and was caused at least by gross negligence.
X Applicable law and place of jurisdiction
The contract is subject to Austrian law. For customers with their registered office within the European Union or an EFTA state, the place of jurisdiction that is factually responsible for Ebreichsdorf is agreed. All disputes arising out of or in connection with contracts of customers with registered office outside the European Union or an EFTA state shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration is Vienna. In both cases, however, the contractor reserves the right to sue his claims also at the customer's ordinary place of jurisdiction.
If product samples are taken by the authorities from deliveries of the contractor for inspection reasons, the customer is obliged to the contractor to demand an official counter sample from the acting organs and to send this immediately to the contractor. Information about recipes, prices, terms of delivery, quantities, etc., shall be treated confidentially and shall not be passed on to third parties. The customer agrees that on our homepage of Weizenfrei (www.weizenfrei.co.at) company name and address of the customer are visible when a visitor of the platform searches for Weizenfrei in his environment (zip code search). If the customer does not agree to this, a written objection must be made to Weizenfrei Holding GmbH.
XII Severability Clause - Preventive Protection
If any provision of these terms and conditions or of the contract is or becomes invalid, the remaining provisions shall remain valid. In their place, that which comes as close as possible to the economic content of this provision shall apply. This applies accordingly to any gaps in these terms and conditions or the contract.