TERMS AND CONDITIONS
General Terms and Conditions of Sale and Delivery of Tecon Textile Constructions GmbH
1. General conditions
All our business activities are subject to our general terms and conditions of business, delivery and payment, which become an integral part of the contract, unless otherwise agreed in writing. Any deviations or additions to these General Terms and Conditions, which may arise due to the customer’s own General Terms and Conditions, shall only be taken into consideration if the customer complains about this discrepancy to us by letter, whereby the letter of complaint must be received by us within 8 days of receipt of our General Terms and Conditions.
2. Quotations and estimates
Offers made by us are subject to change and non-binding. The offer documents are the property and copyright of Tecon, must be made inaccessible to third parties and must be returned upon request. All contracts and agreements shall only be binding for us upon our written confirmation. The same applies to verbal subsidiary agreements as well as subsequent amendments to the contract.
3. Acceptance of order, conclusion of contract
The binding nature of the order and the ancillary agreements shall come into force exclusively with a written order confirmation. In the event of a contract amendment or revocation, the costs incurred will be charged to the client according to expenditure. Objection period is 7 weeks from the date of the postmark. The company reserves the right to withdraw from the contract in case of violation of the contract conditions by the client.
The prices are non-binding net prices ex works Ilz, plus the customary VAT rate. All ancillary fees, public charges, any newly added taxes, freight charges as well as their increases, by which the delivery is directly or indirectly affected, shall be borne by the customer. If, between the conclusion of the contract and the execution of our delivery and services, there are changes in the price bases, e.g. wage and material price increases, we reserve the right to an appropriate increase in our prices. This also applies in the event of breach of contract by the client.
5. Damage compensation
We are only liable for damages caused by our own fault. Liability is limited to intent or gross negligence. Compensation for consequential damage, pure financial loss, loss of profit, loss of interest and damage from third party claims against the client is excluded.
6. Payment conditions
All payments are to be settled by the client within 14 days of the invoice date without deduction. Unless otherwise agreed by contract. Payments made shall only be deemed to have been made from the date on which we are able to dispose of the entire amount without loss. Payments by check and bill of exchange are not accepted. Withholding of due payments because of any counterclaims or offsetting with counterclaims is excluded. In the event of late payment, interest shall be charged at a rate of 8% above the general prime rate. In addition, the customer shall reimburse any further damage caused by default, in particular reminder charges and attorney’s fees. The dunning and collection expenses to be reimbursed shall be based on the statutory maximum rates applicable to collection agencies, which shall be increased in the case of foreign collection by the actual maximum rates or the maximum rates applicable there. The Contractor reserves the right to demand advance payment for the outstanding deliveries and services in the event of non-fulfillment of the payment conditions or upon receipt of information about a lack of payment guarantee from the Customer.
7. Delivery conditions
The delivery and performance dates stated by us are approximate values that have been prepared with the utmost care. They require written confirmation in the order confirmation and presuppose that all preliminary work on the part of the customer has been properly and legally completed. If shipment is delayed at the request of the customer or otherwise for reasons within the customer’s control, the customer will be charged for the costs incurred due to storage. Obstacles resulting from unfinished construction work shall be borne by the customer. Reasons such as force majeure or similar shall have a suspensive effect. The contractor reserves the right to withdraw from the order in whole or in part for compelling reasons and to demand compensation for expenses.
8. Warranty, damages and liability
1. The warranty period of goods delivered and trades manufactured by Tecon as well as services rendered shall be 24 months from the date of installation or 30 months from the date of delivery, whichever comes first.
2. The customer must always prove that defects were already present at the time of handover, i.e. also in the case of defects that occur within the first 6 months after handover.
3. The client shall inspect the goods or the work immediately after delivery or handover for correctness, completeness and freedom from defects. The warranty requires that the Customer notifies Tecon in writing of any defects within a reasonable period of time after delivery or handover. Hidden defects must also be reported in the aforementioned form within a reasonable period of time after discovery. If a notice of defect is not made in due time, the goods or the work shall be deemed approved and the warranty for such defects shall be excluded.
4. In the absence of any agreement to the contrary, the time of handover shall be the time of completion of all deliveries and work performances, at the latest when the Customer has taken over the performance into his power of disposal or he has refused the handover without giving reasons. If, on the other hand, an acceptance protocol has been requested in writing by one of the parties to the contract in writing by one of the contracting parties, the time of signing of this protocol shall be deemed as handover. However, if the Customer fails to attend a handover date communicated to him by Tecon, the handover shall be deemed to have taken place on such date.
5. In any case, Tecon shall be given the opportunity to improve defects proven by the Customer twice within a reasonable period of time. If the improvement is not possible or involves disproportionately high costs, the Customer shall, at its option, either grant a reasonable price reduction or deliver an identical item as a substitute.
6. The warranty does not cover wear parts and consumables. Damage caused by improper handling, the effects of force, overloading, improper or incorrect connection and the like are not covered by the warranty. Damage and defects caused by natural wear and tear, faulty or negligent handling, improper storage or unsuitable or improper use or non-compliance with the instructions for processing and use, including by third parties, are excluded. If the customer reworks the delivered goods or the manufactured work, any warranty on the delivered or manufactured product shall lapse.
8.2. Compensation and liability
1. Tecon shall be liable for any property damage and financial loss only in case of intent or gross negligence. Liability for slight negligence and plain gross negligence is therefore expressly excluded for any case. With regard to personal injury, the applicable legal provisions as well as the following provisions shall apply.
2. Tecon shall be liable exclusively for the positive damage incurred by the client. Tecon shall also be liable for loss of profit exclusively in the event of intent.
3. In particular, Tecon shall not be liable for
– consequential damages and lost profits;
– improper use of the work manufactured by Tecon;
– defects during assembly, if this was not carried out by Tecon or a third party directly commissioned by Tecon;
– improper commissioning and operation of the trade/plant by the client and/or third parties;
– non-observance of the safety instructions in accordance with the operating manual provided;
– unauthorized structural changes to the plant or use of plant components not supplied by Tecon;
– Changes in the operating parameters of the plant by the Customer and/or third parties, such as changes in the amount of gas production or gas withdrawal;
– Processing of ingredients for gas production other than those disclosed to the Customer;
– Use of additives in gas production that were not disclosed to Tecon prior to acceptance of the order;
– Damage and defects resulting from the hydrogen sulfide content in the biogas exceeding 5,000 ppm;
– Failure by the Customer and/or third parties to comply with or omit to comply with the maintenance and servicing instructions in accordance with the operating instructions provided;
– Damages and defects caused by a defect of wearing parts;
– in the event that the Customer fails to provide or provides incorrect information or information that is relevant for the Work to be produced, provided that Tecon was neither aware of the absence or incorrectness nor did not know about it due to gross negligence.
4. Tecon’s liability – except in case of intent – is in any case limited to the amount of the liability insurance sum of Tecon’s existing professional liability insurance.
5. Claims for damages against Tecon shall become statute-barred within 6 months after the claimant(s) knew or should have known of the damage and the damaging party, but no later than 2 years after the claim giving rise to the damage.
6. If two or more competing injured parties make a claim arising from one insured event, the maximum amount for each individual injured party shall be reduced in proportion to the claims to each other.
7. The Customer shall always have to prove that Tecon is at fault for the damage that has occurred; this shall also apply during the first 10 years from handover of the Work as well as in case of claims for damages under the Contract.
9. Retention of title
We retain title to the goods delivered by us and the services rendered by us until all claims have been paid in full. In the event of a seizure or other claim to the goods subject to retention of title by third parties, the customer is obliged to refer to this retention of title and to inform the contractor. The assertion of the reservation of title as well as the seizure of the delivery item by the contractor shall not be deemed to be a withdrawal from the contract, unless this is declared at the same time. In the event of processing, mixing or combination with other goods not belonging to us by the customer, the customer shall already now transfer to us the right of ownership to which it is entitled in the new stock of the item to the extent of the invoice value of the goods subject to retention of title.
10. Choice of Law and Jurisdiction
The place of jurisdiction shall be the court having subject-matter jurisdiction for the registered office of Tecon Textile Constructions GmbH. All legal relationships between the client and the contractor are subject to the law of the Republic of Austria, excluding the reference norms of the IPRG and the UN Convention on Contracts for the International Sale of Goods.