General Terms & Conditions

General Terms and Conditions of Sale and Purchase

GCS	GCP

General Terms & Conditions of Sale    General Terms of Purchase

The following General Terms and Conditions of Sale apply exclusively to all legal relationships with our Customers, also in particular to any inquiry, offer, and order unless expressly diverging written agreements are taken as basis by an authorized representative of our company. In any case, Customer’s terms shall not bear any validity on our contractual relations with the Customer, independently of whether they contradict this General Terms and Conditions of Sale partially or completely, whether they contain regulations that go above and beyond them, or whether we have expressly disagreed with them. With the order, the Customer expressly accepts the exclusive validity of these General Terms and Conditions of Sale. Should the Customer disagree with these General Terms and Conditions of Sale, notification in writing is necessary, in which case we can cancel the order without the Customer having any right to claims. These General Terms and Conditions of Sale also apply to all future contractual relations with the Customer unless otherwise stated in writing.

1. Contract Conclusion / Order
1.1. All offers made by the Seller are without engagement. All orders and agreements as well as their possible amendments and addenda are legally binding for the Seller only if confirmed by him in writing and signed or executed on behalf of the company. Silence will not be considered to be consent under any circumstances.

1.2. Any partial or complete transfer of an order to subcontractors is permissible at any time and the Customer’s consent thereto is expressly given.

1.3. Unless otherwise agreed in writing, these General Terms and Conditions of Sale are considered included in possible framework agreements.

2. Prices/Payment
2.1. If not explicitly agreed otherwise in writing, all our prices are “ex works”, exclusive packaging and handling. Statutory VAT at the prevailing rate as well as possible further taxes, fees, customs, and other charges at the time of delivery/service are borne by the Customer and will be charged additionally. The same applies to packaging and shipping costs, costs of transport insurance possibly to be contracted by the Seller as well as other costs in connection with contract fulfillment. The Customer shall dispose of the packaging material.

2.2. If otherwise agreed, namely, that such costs shall be included in the price, any possible cost increase subsequent to contract conclusion will be charged to the Customer.

2.3. If in a framework agreement certain prices and/or terms are agreed upon, these prices and/or terms are under the explicit condition that price-affecting factors that are not controlled by the Seller (such as e.g., producer/supplier prices, collective wages, shipping costs, etc.) will not change; if any change occurs, the Seller is entitled to adequate adjustment accompanied by immediate notification of the Customer. If the Customer does not agree therewith, the Seller is entitled to revoke the framework agreement with immediate effect.

2.4. Unless otherwise agreed in writing, the agreed upon price shall be due for payment within 30 days of delivery or of making the goods available or of the ready-for-shipment notification pursuant to 4., upon issue of an invoice by the Seller, without any deductions in the agreed upon currency to one of the accounts indicated by the Seller. Payment day will be deemed the day full payment has entered the Seller’s account. Checks and drafts will be accepted by the Seller for payment purposes only following a separate agreement. Any accompanying fees and expenses herewith will be charged to the Customer.

2.5. The Customer is not entitled to any set-off or to exercise any rights of retention—whatever the reasons may be.

2.6. In case of payment arrears, interest on late payment is due to the Seller in the amount of 8% above the 3-months EURIBOR rate at payment due date.

2.7. All Seller’s claims are due immediately if terms of payment are not adhered to or circumstances arise that are apt to reduce the Customer’s creditworthiness in the eyes of the Seller. In such case, the Seller is entitled to carry out still outstanding deliveries and services only against prepayment or, following an appropriate period of extension for prepayment or provision of an adequate security, to withdraw from the contract and to demand damages from non-fulfillment. Furthermore, the Customer, after having been informed in this regard in writing by the Seller, is prohibited to process and/or work on the goods as well as to resell them, and the Seller can demand the back transfer of the goods at the Customer’s expense to which the Customer agrees already as of now.

3. Acceptance Inspection
3.1. Insofar as an acceptance inspection has been agreed upon and no contrary arrangement in writing has been made, the material costs of the acceptance inspection to be carried out during regular working hours at the plant of the Seller or of his subcontractor will be borne by the Seller. The personal costs of acceptance, such as expenses for travel and accommodation, etc. for the Customer’s agent in charge of acceptance or his representative, shall be borne by the Customer.

3.2. If acceptance is not on time or not complete, the Seller is entitled to ship the goods without acceptance or to store the goods at the Customer’s expense and risk. In any case, with shipment or storage, the goods are deemed delivered and approved according to contract for all intents and purposes.

4. Delivery
4.1. In the absence of any written agreement to the contrary, place of performance as well as place of transfer of risks and costs is in any case at the respective supplier’s factory. Delivery is FCA Berndorf (Incoterms 2000).

4.2. Irrespective of 4.1—unless otherwise agreed in writing—means and route of transport are chosen by the Seller. In this case, the Seller determines the forwarding agent and/or carrier.

4.3. Independently of the agreed manner of shipping, delivery of goods is deemed completed with the departure of the goods from the respective supplier’s factory, at which point in time risk is transferred to the Customer in any case.

4.4. Delivery times and dates are always considered to be only approximate. In any case, deviations of up to four weeks earlier or later are still deemed on time. Furthermore, observance of delivery times and dates depends on the Customer’s observance of the contractual obligations to be fulfilled such as terms of payment and other conditions. In case of agreed obligations to advance payments by the Customer, delivery times will only start running at the earliest with fulfillment of these obligations. Delivery times will be extended accordingly in case of unforeseen extraordinary events.

4.5. In case of an acceptance delay or delivery date postponement requested or caused by the Customer, delivery and thus transfer of risk is deemed completed with the ready-for-shipment notification. At this point in time, independent of the agreed terms of delivery, risk of damage, loss, or destruction of the goods, etc. is transferred to the Customer. According to the delay to be expected at this point in time, the Seller will store or temporarily store the goods in an appropriate manner at the Customer’s expense.

4.6. Possible later amendments and specifications will extend delivery times accordingly. Possible additional costs incurred herewith will be billed to the Customer and shall be absorbed by the latter.

4.7. In case of delivery delay, the Customer shall provide the Seller with an extension of time, which shall be at least 10 workdays.

4.8. The Customer is not entitled to reject partial deliveries.

5. Warranty
5.1. For the condition of the goods as agreed upon in the contract, time of departure from the factory is decisive.

5.2. The Seller undertakes within a period of six months from delivery/risk transfer to eliminate defects that affect usability provided they are based on material or manufacturing defects and a complaint pursuant to 5.4. has been lodged on time. After expiry of the six-months period, liability for defects, whatever the reason may be, is excluded. Warranty-based jobs or deliveries do not extend the original warranty period. Only the Customer himself can lodge claims from the warranty title.

5.3. Complaints about defects must be received by the Seller in writing, by telex, or by cable within 14 days of goods received, with regard to hidden defects immediately, but no longer than 14 days after their discovery—under immediate discontinuation of any possible processing of and/or work on the goods.

5.4. Burden of proof that possible defects have been in existence already at transfer time is always on the Customer.

5.5. Beyond that, the Customer’s right to any warranty claim only exists if he has carried out all payment and other contractual obligations.

5.6. The warranty claim is limited at Seller’s option to rectification or replacement of the delivered goods within an appropriate period or to a price reduction. Excluded from warranty are such defects and damages that arise from the Customer’s negligent or faulty treatment or use of the goods. Neither does the Seller accept any liability regarding the goods’ suitability for a specific end use. All explanations by the Seller or his representatives regarding usability of the goods are not binding at any time and do not constitute any explicit promise of certain properties. The mechanical and physical properties indicated in brochures and flyers shall be solely understood as reference values. Any claims from warranty and such expire immediately if attempts at eliminating defects on the delivered goods have been made by the Customer or a third party without any written consent by the Seller.

5.7. If the Customer fails to provide the Seller with an opportunity to assure himself of the existence of a claimed defect (in particular, by making the rejected goods or samples thereof immediately available), all warranty claims expire.

6. Repair Orders
Repair orders by the Customer are carried out by the Seller, whereby any liability for success and/or damage is excluded.

7. Proprietary Rights
The Seller shall not be liable if any products manufactured by the Seller according to the Customer’s order violate third party proprietary rights (patent rights, trademark rights, registered design patents, etc.). In such cases, the Customer shall keep the Seller free from loss and legal action.

8. Reservation of Title
8.1. Until complete payment of the purchase price, the delivered goods remain property of the Seller. The Customer has to meet the formal requirements for reservation of title and has to respect or set all required rules for publicity, registration, and other formal requirements; in case of failure to do so, the Customer has to indemnify the Seller for all losses incurred and for all legal actions that might arise from such failure.

8.2. The Customer is allowed to sell reserved goods only at regular business conditions and only if he is not behind payment schedule. This procedure is permitted only after the Customer agrees with his buyers upon a reservation-of-title clause and agrees that possible resale claims are transferred to the Seller for security purposes. In case of resale, the reservation of title only expires after complete payment is made by the Customer’s buyers. The Customer has no right to dispose otherwise of reserved goods.

8.3. All claims of the Customer against buyers that might arise from the resale of the reserved goods are herewith transferred to the Seller for security purposes. The Customer must add an appropriate note to the claims in his books (Open Items List) and/or inform the third-party debtor. The Seller is also entitled to inform third-party debtors about the assignment of debts. The Customer’s assignment of each individual buyer’s debt to the Seller expires only after all claims of the Seller against the Customer have been paid in full.

8.4. The Seller’s assertion of title reservation is not considered a withdrawal from contract.

9. Force Majeure
The occurrence of unpredictable events or events that are independent from the intentions of the contract parties, especially all instances of force majeure, entitle the Seller to an extension of delivery times according to the nature and length of these circumstances and their consequences without granting the Customer any claims, especially not the right to withdraw from the contract or the right to compensation claims. In such circumstances, however, the Seller is entitled to total or partial cancellation of an order, whereby the Customer is not entitled to any claims.

10. Liability and Compensation
10.1. The Seller’s liability is excluded in cases of light and simple gross negligence and limited to faults occurring on the delivered items themselves. In particular, any liabilities for consequential losses (especially production losses), lost profits, and damage to assets are excluded.

10.2. Furthermore, the Seller’s liability is limited to business liability insurance benefits and, in any case, to the value of the delivery order on which the claims are based.

10.3. To the same extent, any liability for vicarious agents is excluded.

10.4. The above liability limitations do not apply to personal injuries. For items received for processing purposes, liability for light and simple gross negligence is not excluded.

10.5. The above listed liability exclusions also include non-obligatory claims pursuant to the product liability code (PHG). If compensation is made by the Customer based on the PHG, refund by the Seller is excluded. The Customer has to keep the Seller free from loss and legal actions if third parties make any claims to the Seller based on the use or resale of the goods, especially also claims that are based on the product liability title.

11. Withdrawal from Contract
11.1 In addition to the rights that are granted to the Seller by law or contract, the Seller has the right to withdraw from the contract without extending the original delivery times if assets of the Customer are subject to bankruptcy or settlement procedures or to preliminary proceedings pursuant to the settlement law or if bankruptcy filings have been declined due to a lack of sufficient assets or if the Customer suspends payments.

11.2. The Seller has the right to withdraw from the contract at any time before the goods have been delivered in case he has made substantial errors in his cost estimates or in his price information. In such cases, the Customer has no right to any claims against the Seller.

12. General
12.1. To be legally effective, all relevant information from the Customer to the Seller must be provided in writing. To be legally effective, all modifications and additions set forth herein must be made in writing.

12.2. Contestations or adjustments of contracts by the Customer due to error or gross disparity are excluded.

12.3. If individual provisions of the above General Terms and Conditions of Sale are legally ineffective, all other provisions of these General Terms and Conditions of Sale shall remain legally binding. The Customer agrees that we replace such ineffective provisions with legally binding and economically and legally adequate provisions. Possible omissions are subject to the same procedure.

12.4. The Incoterms 2000 provisions are applicable in the version effective at the time of contract conclusion if not otherwise stated in the delivery contract or in these General Terms and Conditions of Sale.

13. Place of Jurisdiction / Applicable Law
13.1. For all litigation that might arise from the contractual relations with Customers, the sole place of jurisdiction shall be the competent court of law for 1010 Vienna (Inner City), whereby the Seller shall be authorized to choose another place of jurisdiction specified for the Customer.

13.2. All legal relations with the Customer are solely subject to Austrian substantive law. Application of the UN Convention on Contracts for the International Sale of Goods (UNCITRAL) and of international reference provisions is explicitly excluded. 
 
 General Terms of Purchase     Generel Terms & Conditions of Sale

Unless differing covenants have been agreed to in writing by a person authorized to represent our company, these GCP apply exclusively for all and any legal relations with our suppliers, especially for all inquiries and orders.
All suppliers' conditions are explicitly contradicted hereby. Such conditions - irrespective of whether they contradict these GCP partly, entirely or contain excess regulations - have no validity for our contractual relations with a supplier.
By accepting our order the supplier explicitly accepts the exclusive validity of these GCP. Should the supplier disagree with these GCP she/he undertakes to notify us in writing immediately. In such a case we may cancel our order without the supplier being entitled to any claims whatsoever.
These GCP are also valid for all future contractual relations with the supplier, unless otherwise agreed upon in writing.

1. Orders
1.1. Orders and call-offs as well as changes and/or amendments shall be binding only if placed in writing. Any orders, changes and/or amendments made orally or by phone, email or telefax, shall be only binding if confirmed in writing, unless the order or notice by email, or telefax contains a statement to the effect that no written order or confirmation will follow.

1.2. Each order has to be countersigned in writing on the "confirmation of the order" which is enclosed in the order and shall state the price, the binding delivery time and the acceptance of these GCP. The purchase order number has to be quoted on all documents. In case the supplier does not explicitly accept the order within 8 days after reception the order shall be regarded as unconditionally accepted even without purchase order confirmation.

1.3. Any transfer of our order, even in part, must be agreed upon by us in writing in advance.

1.4. Cost estimates are binding for the supplier and free of charge.

1.5. Unless otherwise agreed upon in writing these GCP shall be part of any frame contracts as well.

2. Prices and Packing
2.1. Unless otherwise agreed upon in writing all prices are fixed prices. Any costs exceeding these fixed prices may only be charged to us, if accepted by us in writing beforehand. As far as the supplier has assumed the assembly or installation, she/he shall bear all the required costs, unless otherwise agreed upon in writing.

2.2. If an order does not state prices, Supplier shall provide this information in the "purchase order confirmation". We reserve the right to the final acceptance of the price.

2.3. Unless otherwise agreed upon in writing the goods shall be packed in customary, appropriate and flawless packing, so that particularly all applying legal provisions are complied with, wherefore the supplier assumes all liability. Packing is included in the price. All package items shall be transferred to our ownership without further written agreement.

2.4. The supplier undertakes to transmit all necessary information concerning the packing within 7 days after being so requested by us, so that a professional disposal is ensured. This without prejudice to our right to return the packing items to the supplier at supplier's risk and expense.

3. Delivery dates and periods
3.1. All delivery dates are fixed dates unless otherwise stipulated explicitly in writing. In case delivery periods are agreed, these shall start to run on the order date. Deliveries shall be effected within our office hours.

3.2. In case of earlier deliveries or deliveries in part, about which we have to be informed in time and which need our written approval, the payment period starts with the original agreed upon date of delivery. All costs connected with an earlier delivery date shall be borne by the supplier.

3.3. In case of any foreseeable delays in delivery Supplier shall inform us immediately and well-founded.

3.4. Any consent to earlier or delayed deliveries or originally not agreed upon part-deliveries shall not constitute a waiver of any rights and claims on this account.

4. Delay
4.1. All legal regulations in regard to delay are valid, unless subsequently otherwise regulated. We are not obligated to advise supplier of a delay and the associated consequences.

4.2. This is valid also, if deliveries in part have been accepted without any reservations.

4.3. Irrelevant of any fault by the supplier in case of a delay we are entitled to a contractual penalty in the amount of 0,5 percent of the total order value per commenced week of delay until performance is effected as per agreement. This contractual penalty is limited with an amount of 5 percent of the total order value. This contractual penalty is not subject to mitigation by a judge. The assertion of any claims exceeding the contractual penalty is not excluded herewith.

4.4. The unconditional acceptance of delayed deliveries or performance does not constitute any waiver in regard to any and all claims and demands available to us because of this reason.

5. Delivery
5.1. Unless otherwise agreed upon in writing place of performance for delivery and place of transfer perils as well as costs shall be the plant Berndorf Band GmbH or any other place disclosed to the supplier. Delivery is to be effected DDP (Incoterms 2000). The shipping instructions indicated in the purchase order shall be adhered bindingly. Supplier is liable for any and all detriments, damages, costs, etc. incurred by us because of a non-observance of this clause.

5.2. Should the supplier use any third parties it shall be ensured that our shipping instructions are strictly observed. Supplier is liable for any and all detriments, damages, costs, etc. incurred because of a non-observance of this clause.

5.3. A shipping note including our purchase order number has to be added to the consignment. C.O.D. parcels will only be accepted, if stipulated beforehand in writing. In case of trans-border consignments at least two invoices shall be added to the freight papers as customs documents. If so demanded, the supplier undertakes to issue a statement concerning the origin of the goods in regard to customs law . Such a declaration shall be handed over with the delivery, respectively the 1. part-delivery, at the latest.

5.4. In case the collection of goods was explicitly stipulated, the supplier undertakes to store the contractual goods free of charge for a period of 4 weeks from the notification of the readiness for shipment, afterwards the supplier shall store the goods charging a customary fee. In such cases the supplier shall bear all risks until delivery to us or our carrier.

6. Warranty
6.1. All legal regulations in regard to defects are valid, unless subsequently otherwise regulated.

6.2. Declarations by the supplier, which limit or cancel the statutory liability are invalid.

6.3. The warranty period for any defects amounts to 3 years. As far as the supplier does not prove differently, every defect appearing within this statue of limitation shall be regarded as having been in existence at the time of the delivery.

6.4. The supplier acknowledges approvingly that goods will not be inspected before their further employment. A notification of defects transmitted within a reasonable period after this point shall be considered in good time. Exempt from this regulation are defects, which are so blatant that they are noticeable on the occasion of delivery without any examination. A notice of defects interrupts all limitation periods for the protection of our claims.

6.5. All defects shall be rectified - according to our free choosing - by one or more of the following means:
by reparation of defects, respectively by replacement of the affected goods, whereby all connected costs shall be borne by the supplier;
or without granting time to rectify the defect and independent of the kind of defect by a reduction of price or by redhibitory action. This without prejudice to all claims in excess thereof (e.g. damages).

6.6. A rectification or an exchange of goods shall be effected in the place where the goods are situated; unless the goods need to be transported to a different place; in any case all costs therewith connected shall be borne by the supplier.

6.7. In case the supplier does not completely satisfy the chosen obligation to rectify a given defect, we are entitled to effect the necessary rectification and/or substitute purchase according to our own free choosing and at the expense of the supplier. This without prejudice to the assertion of all other claims we are entitled to because of the delayed rectification or the substitute purchase.

6.8. Specifications concerning material, function, features, configuration and/or application of the goods are considered to be explicitly guaranteed. Also the supplier especially warrants that the ordered goods are CE-certified (as far as such a certification is applicable), first class quality, state of the art and completely functional and free of rights and claims by third parties.

6.9. Regarding any defects in title, particularly including intellectual property rights of third parties, the supplier holds harmless and indemnifies us as well as our customers from and against all claims by third parties. Furthermore she/he undertakes to compensate us for all costs in connection with a necessary and reasonable legal defence because of an infringement of third party rights.

6.10. Should we recall any of the goods we produced and/or sold, should our price have been reduced or should we have been called upon in any other way because of defects arising from goods delivered by the supplier, we are at all events entitled to any and all regress claims against the supplier.

6.11. The assertion of claims according to clause 6. shall not be excluded because of a treatment or processing of the delivered goods.

6.12. The supplier is - without limitation - liable for all damages and detriments, particularly consequential harm caused by a defect, which we incur because of a defect of the goods.

6.13. The supplier undertakes to ensure our provision with spare parts for a period of at least 15 years after a contractual delivery.

7. Guarantee / Product Liability
7.1. Without prejudice to and alongside with the warranty of the supplier, the supplier guarantees that no defects will arise within 3 years, if the goods are used as intended.

7.2. The regulations according to clauses 6.4. to 6.12. are valid analogously.

7.3. The supplier undertakes to hold harmless and indemnify us from and against any and all claims based on product liability, irrespective of whether such claims can be traced back to the delivered goods completely or only in part. This indemnification includes also any costs, which arise out of measures taken in order to prevent damages and loss (for example recalls). If so demanded by us the supplier undertakes to insure the product liability risk with an adequate coverage. The supplier undertakes to restrict transferability of such an insurance to our benefit.

8. Intellectual Property Rights
8.1. The supplier grants us a non-paid, transferable and indefinite right of use for all know-how capable of being protected, inventions as well as all other intellectual property rights, which are connected to the contractual object, embodied within or which come to existence through development measures during the contractual relation. The supplier shall ensure within its organisation that she/he can comply with this obligation.

8.2. The supplier is aware, that our products are being used worldwide. The supplier undertakes to immediately inform us about any use of publicised or non-publicised, own or licensed protection rights and protection right filings concerning the contractual goods.

8.3. The supplier warrants, that no third party protection rights conflict with the contractually agreed upon use of the goods, otherwise the supplier shall exempt us from all out of court and court claims by third parties including the herewith connected costs.

9. Invoices
9.1. All invoices shall be transmitted to us in three copies and have to comply with § 11 UStG. Invoices attached to the goods are considered to be not duly received. Furthermore invoices are only transmitted in due form, if they include the order number, the date of the order as well as the shipping order number, the delivery date and the UID number of the supplier and us.

9.2. Invoices not duly transmitted, erroneously addressed or containing factual or calculative mistakes shall not constitute maturities until their arranged correction and can be rejected by us at any time.

9.3. Payments shall not be considered as a recognizance of fulfilment of the respective contract and thus do not constitute a waiver of any claims based on warranty, guarantee, damages, etc..

10. Payment
10.1. All invoices duly made out shall be paid at our discretion by bank remittance or cheque within 30 days from the start of the payment period with a deduction of a 3% discount, within 60 days with a deduction of a 2% discount or within 90 days payable net. The timeliness of payments is ascertained by the date of the remittance order or in regard to any other payment method by date of the deposit.

10.2. Objections to the invoice or the delivery entitle us to hold back payment and delay maturity. Similarly the discount period starts only after complete contractual delivery has been effected and after the receipt of a duly issued invoice. Accepted payments are to be offset according to our dedication.

10.3. Should we be in default in regard to our payment obligation the supplier is not entitled to charge any compound interests. 10.4. In cases of force majeure there are no delay consequences for us.

11. Order documents / Confidentiality clause
11.1. All documents part to our requests or orders as well as plans, samples, etc. remain our property and may not be used in a way other than for the respective order or given to third parties without our written approval. They shall be returned to us after the execution of the order or otherwise when so demanded by us.

11.2. Inventions, improvements as well as products, which have been produced according to our specifications belong to us exclusively and the supplier shall not use them herself/himself, nor offer or deliver them to third parties. Other than the agreed upon price no payment shall be effected therefore.

11.3. The supplier shall keeps strictly confidential all information and documents which are given to her/him or with which she/he became acquainted with during the course of the fulfilment of an order, unless she/he has been released from this obligation in writing. The supplier shall use the disclosed information and documents exclusively for the placing of an offer and the fulfilment of the respective contract. All persons the supplier draws on for the fulfilment of the respective contract shall be bound by this confidentially clause as well. Order documents shall be returned to us immediately, if so requested by us or uncalled with the offer, respectively after the fulfilment of the contract.

11.4. The bidding includes the supplier's consent that all documents, samples, etc. for the technical verification are handed over to us without any claims by the supplier. Documents will not be returned. The composition of cost estimates, offers, plans, etc. is free of charge.

11.5. The supplier shall only advertise her/his business relationship to us after having received our written consent.

12. Duration of contract / Termination
12.1. Without prejudice to our right to withdraw from a contract because of default were are particularly entitled to terminate a contract with immediate effect in the event that supplier or a person traceable to the supplier has committed a severe breach of contract or bankruptcy proceedings have been opened over assets of the supplier or the opening of bankruptcy proceedings has been dismissed for lack of assets or if composition proceedings have been applied for or facts exist which obviously render a timely performance of the contract impossible (e.g. force majeure)

12.2. If we rescind the contract according to this clause the supplier shall not be entitled to any claims, particularly to damages and/or remuneration, unless supplier has performed services utilizable by us.

13. Miscellaneous
13.1. Depending on the contractual object we are entitled to inspection and ongoing examination of the production, respectively to the rejection of defective parts during production.

13.2. The supplier waives his right to the stipulation of retention of title in regard to the goods or parts thereof. The acceptance of goods delivered under retention of title as well as the signing of invoices or shipping notes containing a retention of title clause has no explanatory value whatsoever in this regard and all deliveries shall be effected without being subject to retention of title.

13.3. The avoidance or adaptation of contract by the supplier owing to mistake or laesio enormis shall be excluded.

13.4. If individual terms of these GCP are or become ineffective and/or void, either as a whole or in part, this fact shall have no effect on the validity of the remainder of these GCP. The Supplier agrees that we shall replace the ineffective/void term by one which serves the purpose of the contract as closely as possible. The same applies for any non-intended loopholes.

13.5. Our liability regarding slight negligence shall be excluded.

13.6 Only written changes and amendments to these GCP are valid.

14. Force majeure
In case of force majeure, labour disputes, business disruptions not caused by us, unrests, official measures and any other inevitable events, irrespective of concerning us or our client, we are entitled - without prejudice to further rights and claims - to terminate the contract completely or in part, as far as a these circumstances effect a considerable reduction in our demand and are not just short-lived.

15. Legal venue / applicable law
15.1. For all legal disputes arising from or in connection with our contractual relation with the supplier the exclusive place of venue shall be the competent (ratione materia) court in 1010 Vienna, Austria. We may also call upon a different court that has jurisdiction over the supplier.

15.2. The laws of Austria shall apply exclusively to all relations with our suppliers. Applicability of the Vienna Sales Law Convention (UNCITRAL) as well as of those provisions referring to a different jurisdiction shall be explicitly excluded.