General Terms and Conditions
1. Scope of Application
1.1. The business transactions of Oberhofer Stahlbau Ges.m.b.H., headquartered in Saalfelden am Steinernen Meer with the business address 5760 Saalfelden am Steinernen Meer, registered in the Commercial Register of the Regional Court of Salzburg under FN 53629t (hereinafter referred to as „Oberhofer“), are governed exclusively by the following General Terms and Conditions (hereinafter referred to as „AGB“).
1.2. The GTC are binding for all current and future business transactions between Oberhofer and any legal or natural person in a contractual relationship with Oberhofer (hereinafter referred to as the “Contracting Party”), even if not expressly referenced.
1.3. Provisions deviating from or supplementing the GTC shall only become part of the contract if expressly agreed upon in writing between the contracting parties.
1.4. Upon conclusion of the contract, any General Terms and Conditions submitted by the Contracting Party shall become void for the contract in question, even if Oberhofer does not expressly object to them.
2. Orders and Purchase Orders with a Contracting Party
2.1. Only orders and purchase orders made by Oberhofer in writing are valid. Subsequent changes to orders and purchase orders require the express written consent of Oberhofer.
2.2. The Contracting Party is obligated to confirm an order or purchase order to Oberhofer in writing within five days of contract conclusion at the latest; otherwise, Oberhofer is entitled to withdraw from the contract.
2.3. The Contracting Party is obligated to confirm an order or purchase order to Oberhofer in writing within five days of contract conclusion at the latest; otherwise, Oberhofer is entitled to withdraw from the contract.
2.4.The Contracting Party is obligated to confirm an order or purchase order to Oberhofer in writing within five days of contract conclusion at the latest; otherwise, Oberhofer is entitled to withdraw from the contract.
3. Time, Place, and Consequences of Default in Delivery/Service by a Contracting Party
3.1. If the time and place of delivery or service are not met for reasons attributable to the Contracting Party, the Contracting Party is obligated to pay Oberhofer a penalty of 2% (two percent) of the gross order amount for each week or part thereof in default, up to a maximum total of 10% (ten percent) of the gross order amount.
3.2. If the Contracting Party fails to fulfill its contractual delivery and service obligations, Oberhofer is entitled, after written notice and setting a one-week grace period, to withdraw from the contract and make a cover purchase at the expense of the Contracting Party.
3.3. If the delivery or service of a Contracting Party is delayed by more than six months due to force majeure, Oberhofer is entitled to withdraw from the contract even without prior setting of a grace period.
4. Time, Place, and Consequences of Default in Delivery/Service by Oberhofer
4.1. If Oberhofer commits to delivery or service within a specific period, this applies subject to unforeseeable circumstances or circumstances beyond the parties’ control, such as in particular but not limited to all cases of force majeure, energy shortages, transport delays, customs delays, and supplier delays.
4.2. If Oberhofer is in default of delivery and/or service, this does not give rise to any claim by the Contracting Party for damages or a contractual penalty. Withdrawal from the contract is only possible after setting a reasonable grace period that takes into account the circumstances of the individual case.
4.3. Unless otherwise agreed, regardless of which contracting party pays the transport costs, the use and risk for deliveries from Oberhofer transfer to the Contracting Party at the latest when the delivery leaves Oberhofer’s plant.
5. Prices
5.1. All prices agreed between the contracting parties are stated in euros.
5.2. Prices for orders placed by Oberhofer are fixed prices, CIF/DDP according to Incoterms 2000. Any subsequent change to these prices requires the prior written consent of Oberhofer.
5.3. If no prices are stated in an order placed by Oberhofer, they must be stated in the order confirmation and are only deemed agreed upon when expressly confirmed again in writing by Oberhofer.
6. Payment Terms
6.1. Unless different payment terms have been agreed, payments are due 14 days after complete delivery/service, net without deduction.
6.2. Insofar as Oberhofer makes payments, this does not confirm the proper and defect-free nature of a delivery or service, nor do such payments constitute a waiver of claims for performance, warranty, or damages.
6.3. The Contracting Party is not entitled to withhold payments on the basis of warranty claims or other claims or to offset them against claims against Oberhofer.
6.4. If the Contracting Party is in default of payment, it owes interest of 9.2% above the ECB base rate.
6.5. Costs and expenses for payments to and from Oberhofer are borne by the Contracting Party. This applies in particular to costs in connection with any payment instruments (such as checks, bills of exchange, or letters of credit).
6.6. If Oberhofer becomes aware of circumstances concerning the Contracting Party that are likely to reduce its creditworthiness, Oberhofer is entitled to declare all outstanding claims immediately due and to postpone delivery/service until the agreed total price is fully secured.
7. Warranty of the Contracting Party
7.1. For deliveries and services ordered or commissioned by Oberhofer, a warranty period of 24 (twenty-four) months applies.
The period begins to run
- for deliveries/services made directly to Oberhofer, upon acceptance of the delivery/service by Oberhofer;
- for deliveries and services used for the construction of a facility at a third party, upon acceptance of the facility by that party;
- for deliveries without installation or assembly, as soon as the delivery is put to its intended use.
7.2. If Oberhofer is obligated to a third party to assume a warranty exceeding 24 months, the warranty to be assumed by the Contracting Party shall be extended accordingly. Oberhofer will inform the Contracting Party of this as far as practicable before conclusion of the contract.
7.3. Oberhofer is not obligated to inspect deliveries/services for defects immediately upon receipt; any warranty claim by Oberhofer remains valid for the entire warranty period regardless of a notice of defects.
7.4. In urgent cases or to minimize damage, defects will, if possible, be remedied directly by Oberhofer or a third party commissioned by Oberhofer; the Contracting Party will fully reimburse Oberhofer for the costs incurred, regardless of whether the Contracting Party was given the opportunity to attempt its own repair.
8. Warranty by Oberhofer
8.1. For deliveries and services ordered or commissioned by Oberhofer, a warranty period of 12 (twelve) months applies. The period begins to run upon acceptance of the service or delivery by the Contracting Party.
8.2. A prerequisite for the creation of a warranty claim by the Contracting Party against Oberhofer is the immediate written notification of a defect to Oberhofer. Oberhofer is entitled, at its discretion, to remedy the defect either (i) by replacing the entire goods, (ii) by replacing individual parts, or (iii) by repair.
8.3. Any claims beyond the Contracting Party’s warranty claim, in particular for damages or product liability, are excluded unless they were caused by Oberhofer through gross negligence or intent.
9. Ownership and Third-Party Rights
9.1. Tools, drawings, samples, and data provided by Oberhofer remain the physical and intellectual property of Oberhofer. Such aids may only be used for the execution of orders from Oberhofer, may not be made accessible to or provided to third parties, and must be returned upon request by Oberhofer, at the latest after execution of the order.
9.2. If Oberhofer is obligated to deliver goods, the goods remain the property of Oberhofer until full payment. In the event of resale of goods owned by Oberhofer by the Contracting Party, the Contracting Party hereby assigns to Oberhofer the rights against its purchaser arising from the sale until the purchase price claim is settled, must make this assignment visible in its books, and must also inform the purchaser accordingly that payment of the purchase price may only be made to Oberhofer with debt-discharging effect.
9.3. In the event of disputes arising from the delivery/service of the Contracting Party regarding third-party rights, in particular trademark, design protection, patent, and copyright rights, the Contracting Party must hold Oberhofer completely harmless and indemnified and ensure the unrestricted, appropriate use of the delivery/service.
10. Choice of Law and Jurisdiction
10.1. The GTC are governed by Austrian law, excluding conflict of law provisions.
10.2. For all disputes arising from or in connection with the GTC, including disputes concerning the existence or non-existence of the GTC, their breach, termination, or invalidity, the exclusive jurisdiction of the Regional Court of Salzburgis agreed.
11. Final Provisions
11.1. Should any provision of these GTC be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions of these GTC. In such case, the invalid or unenforceable provision shall be automatically replaced by a valid or enforceable provision that comes as close as possible to the provision to be replaced.
11.2. Any amendments, additions, and/or side agreements to these Terms and Conditions must be made in writing. This also applies to any full or partial modification or waiver of this written form requirement. There are no oral side agreements to these Terms and Conditions.
This also applies to any full or partial modification or waiver of this written form requirement. There are no oral side agreements to these Terms and Conditions.