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TRANSLATION OF GENERAL TERMS AND CONDITIONS – ONLY THE GERMAN VERSION HAS LEGAL EFFECT

SCOPE:
Applicable exclusively to all of our sales and delivery transactions are the following general terms and conditions of sale and delivery, which are recognised and explicitly acknowledged when placing the order. The general terms and conditions of sale and delivery of the customer/purchaser or any different conditions have no validity. Our general terms and conditions of sale and delivery are also applicable to all future business, to the extent that no explicit written variations are agreed.
 
OFFER | CONTRACT CONCLUSION | PRICES:
All of our offers, whether written, verbal in person or by telephone are without obligation and quoted ex-works.
These general terms and conditions of sale and delivery and the scope of delivery confirmed by us in writing are agreed. Agreements of any kind by telephone, verbally or by telegraphy only become effective upon written confirmation. Any deviation from this is invalid. Following receipt of order, the contract is effectively concluded only through our written confirmation of order. Changes or amendments to the contract explicitly require our written confirmation. Immediately upon receipt of our confirmation of order, the customer/purchaser undertakes to check it, whilst complaints arising later will not be acknowledged and are invalid. In the event that what is delivered deviates from the order, what nevertheless counts as to be delivered is what is stated in our confirmation of order. The invalidity of any condition of these terms and conditions does not make the other conditions here invalid as a consequence.
All prices are without obligation and quoted ex-works and exclude the value-added tax, costs of packaging, shipment and transportation insurance, which will be added to the bill. Transportation insurance will only be arranged at the customer’s/purchaser’s express wish and charged to them. The amount charged is subject to the prices applicable on the day of delivery and we are entitled to change prices if, by the day of delivery, there have been changes in the relevant prerequisites (effective changes in wages, salaries or material costs). Any discounts or other reductions agreed are only valid for the period agreed. As vendor, we reserve the right to change discounts or other benefits. Any foreign exchange risks apply solely to the purchaser.
 
DELIVERY:
Delivery periods and dates are to be treated as approximate and non-binding in the absence of any explicit, written statements otherwise. Partial deliveries are always permitted. The period of delivery starts running on the later of the dates of delivery of the confirmation of order to the customer/purchaser and fulfilment of all commercial and technical pre-conditions applicable to the purchaser. In the event of exceeding a delivery date by more than 10 weeks, the customer/purchaser is entitled to set us as vendor an appropriate period of grace, in writing. If delivery does not take place by the expiry of this period of grace, the purchaser is authorised to declare withdrawal from the contract in writing, albeit, in the event of such withdrawal by the customer/purchaser, no claims for damages can be made and such claims are expressly excluded.
In the event of impediments occurring through no fault of ours, nor anticipated by us, whatever form they may take, the period of delivery shall be extended by an appropriate amount of time. In the event of force majeure or other circumstance outside our influence, as vendor we are entitled to discontinue performance of contract or withdraw from the contract. The customer/purchaser has no consequent claims to replacement or subsequent delivery or other compensation. If we have informed the customer/purchaser that the item for delivery is ready for despatch or collection, then the customer/purchaser is obligated to have delivered or collect the item for delivery at the latest within 14 days of being informed. If no collection takes place within this period, as vendor we are entitled to store the goods at the customer’s cost and risk at our discretion and to charge for the resulting storage costs of at least €  …………..  or to sell the item for delivery. In the latter case, the customer/purchaser has no claim to performance of contract or assertion of claims for damages. There is no consequent change to the payment term. For goods delivered on pallets, a pallet deposit will be charged, as will any necessary pallet recovery. Packaging will be billed separately and will not be taken back by us as vendor.
Regarding transportation, the customer/purchaser is to arrange unloading from vehicles without delay. Unloading means placing the goods on a suitable surface, which the customer/purchaser is responsible for providing, right next to the delivery vehicle.
 
TRANSFER OF RISK:
Delivery is at the risk and cost of the customer/purchaser, even if we as vendor, under exceptional circumstances, have taken over the despatch and delivery costs of the item or if delivery is to take place from a place other than the place of fulfilment. Return deliveries are always at the cost and risk of the customer/purchaser. Delivery is fulfilled at the instant the goods or item to be delivered have been transferred to the carrier or haulier. In the event that the customer/purchaser dispenses with any precise check or inspection of the goods to be accepted, this equates to explicit acknowledgement that the goods or items for delivery are free of defects.
 
GUARANTEE | LIABILITY:
The customer/purchaser must register any complaints about defects by registered letter, for noticeable defects immediately after and, for concealed or other defects, within 14 days after successful transfer. In the event of any complaint about defects that is not made in time, as vendor we exclude all liability, as will also be applicable to the consequences of any unauthorised interventions in the goods or item for delivery undertaken by the customer/purchaser. As vendor we expressly exclude any liability for payment of damages, whatever the legal basis. Likewise excluded is the resolution of any complaint about defects or complaint after working on just part of the item for delivery. We can resolve a defect complaint by the customer/purchaser by repairing the defective item on location, having the defective goods or defective parts sent back to us free of charge for us to repair, or by exchanging the defective parts. Any costs arising from this are to be paid in full by the customer/purchaser.  In the event of insignificant, resoluble or irresoluble defects, we may give a price discount instead of remedying such defects.
The resolution of defects by us as vendor has no influence on the statutory guarantee period, which means that the period is not reset to recommence the original statutory or agreed guarantee period running from the time of execution of an attempt to repair a defect. The customer/purchaser is not entitled to request compensation for any repairs to defects undertaken on their own initiative. As vendor we exclude liability for any consequential damages arising from defects, excluding intent, albeit the latter case places the burden of proof on the customer/purchaser. The return of goods or parts to us as vendor for repair or exchange may only take place following written agreement from our side. If the customer/purchaser is a retailer, the latter is obligated to include contractual terms in his conditions covering any product liability claims, to the extent that these could have effect on us as the vendor. In the event of failure to comply with this obligation, the retailer will be liable to pay us full compensation if we are met with a legal challenge. In the event of presentation of a guarantee claim, the amount billed is nevertheless due for payment and withholding of the purchase price by the customer/purchaser is inadmissible. Any compensation through customer/purchaser counterclaims against us is expressly excluded.
Any dimensions, weight or quality data, along with examples in catalogues, brochures, lists, quantity indications, instructions for use etc. or in illustrations, are approximate and solely for guidance. Advice given by employees or partners of our company is non-binding.
Liability for material damage as a result of a product failure is excluded according to § 9 of the product liability law (Produkthaftungsgesetz), likewise for all companies involved in its manufacture, importation and distribution.
The customer/purchaser undertakes to retain all relevant documentary evidence necessary for the evaluation of and defence against product liability claims for at least 10 years, and to pass this to us on request. Forming part of this in particular is proof of delivery of the disclaimer of liability for the entire distribution chain.
 
RETENTION OF TITLE:
The delivered goods remain our property till full payment of all amounts billed and outstanding or becoming due in future as a result of the business relationship. The customer/purchaser assigns to us his claims arising from any resale of the goods we have delivered to our full invoiced amount till the complete fulfilment of his existing obligations to us and undertakes to keep separately in our name the proceeds of the sale of the goods subject to retention of title and pay those proceeds to us. Any safekeeping of such amounts is in trust and is to be labelled in a manner visible to third parties. The customer/purchaser is obligated to inform us as vendor immediately of any third party actions and to take all available measures to ensure retention of title. Furthermore, the customer/purchaser is obligated to store the goods subject to retention of title separately and to label them with our retention of title, with all associated costs passing to them. As vendor we are entitled either to withdraw immediately from the contract or collect the goods to which we hold title or demand additional security (e.g. bank guarantee), if circumstances arise that could impede the recoverability of the purchase price or threaten retention of title. In the event that the customer/purchaser modifies the goods we delivered into something new, any consequent acquisition of title is excluded. As vendor we remain the owners of goods even if modified into something new, in all cases to the extent of the amount owed to us. The retention of title also persists if individual demands for payment from us as vendor are recorded in a running bill and the balance is accepted.
 
PAYMENT:
To the extent that no other agreement has been concluded, the amount billed is due for payment immediately upon presentation of the bill. Payment shall be in cash and without any deduction. Partial payments and payments on account are credited against the corresponding, longest-standing debt. If the customer/purchaser earmarks payment as relating to a specific bill, we as vendor are nevertheless entitled to credit this payment to an older, as yet unpaid bill. The customer/purchaser is not entitled to withhold payment because of any guarantee claims or other counter-claims not acknowledged by us and the customer/purchaser waives the defence of counterclaims. In the event of default in payment, subject to further claims for compensation being brought forward, a minimum of 12 % p. a. interest on arrears is stipulated, whilst we are entitled to capitalise interest on arrears every annual quarter. If regular bank overdraft interest rates turn out to be higher, as vendor we can utilise the option to claim the higher interest rate in our entitlement to restitution. Furthermore, in the event of default in payment, the customer/purchaser explicitly undertakes to pay pre-litigation costs for charges incurred in engaging legal representation as well as charges incurred by our commissioning a debt collection agency. If the customer/purchaser is in default of the payment of just a single bill, the due date of any other amounts owed also immediately applies.
If the customer/purchaser unilaterally declares his withdrawal from the contract or refuses to accept or collect the item for delivery, in the event that we demand fulfilment, the due date applies immediately, even without separate presentation of accounts. In any such case, in place of fulfilment as part of the claim for compensation, as vendor we are free to demand a cancellation charge of 20 % of the gross contract amount. Judicial relief regarding the cancellation charge is explicitly excluded. In the event of default in payment and following prior written warning and the setting of a 14-day period of grace, as vendor we are also entitled to withdraw from the contract and demand the return of all goods stored by the customer/purchaser and delivered by us as vendor up to the value of the outstanding amounts payable, the customer/purchaser being obligated to surrender the goods. As vendor we are also entitled to withdraw from the contract and demand a cancellation charge of 20 % of the gross contract amount if agreed advance payments are not or only partially delivered. Return shipment is always at the cost of the customer/purchaser. As vendor, without prejudice to our ongoing claims for compensation, we are entitled to discontinue or delay further deliveries relating to an existing contractual arrangement until outstanding amounts due are paid.
In the event of recourse to legal proceedings as a consequence of default in payment and/or in the event of embarking on insolvency proceedings against the assets of the customer/purchaser, all outstanding amounts for payment immediately become due.
 
COURT OF JURISDICTION AND PLACE OF FULFILMENT:
The place of fulfilment and exclusive court of jurisdiction for any disputes arising from the business relationship are stipulated to be the relevant, competent court in Leoben, Austria. As vendor we are free also to invoke the court of jurisdiction relevant to the customer/purchaser.
 
CHOICE OF LAW:
Austrian law applies expressly and exclusively to this contractual relationship. Use of the UN-sales law or the legal provisions of a foreign state are explicitly excluded. Austrian law is also explicitly to be used in the event of a legal dispute being conducted in the country of the customer/purchaser.
 
CONSUMER PROTECTION:
If these conditions of sale and delivery are concluded with a person defined as a consumer according to the applicable consumer protection laws (KSchG, ABGB), then these conditions of sale and delivery are valid only to the extent permitted by these consumer protection laws. In the event that the business at hand is between two companies, the provisions of these consumer protection laws are not to be used and are explicitly excluded in such a case.
 
OTHER CONTRACTUAL PROVISIONS:
In a case of several customers/purchasers, they are jointly liable for all amounts owed on the basis of a purchase contract.
The customer/purchaser gives explicit assent to our electronic storage, processing, passing-on and use for advertising purposes of all data relating to the contract.
In the event of a change of their company address or offices, their company name or of their legal form, the customer/purchaser undertakes to inform us of this immediately or within 14 days (to receipt) at the latest, with the inclusion of a current extract from the register of companies.