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HimmelFreundPointner, Maschinen- und Fertigungstechnik GmbH, 4600 Wels

TERMS AND CONDITIONS
1. Application:
1.1.
All deliveries and other services provided by us to clients, payment to us by clients in respect of such
deliveries and services, and any payment by us to such clients shall be subject solely to the present
terms and conditions, which shall also apply to any additional contracts.
1.2.
In the event that the client has their own terms and conditions, these are hereby expressly repudiated
by Himmelfreundpointner Maschinen und Fertigungstechnik GmbH and shall not form any basis for
the present contract.
2. Offers:
2.1.
To the extent that they are not otherwise defined, and that they do not specify a period for which they
are valid, all offers made by us are subject to change and are non-binding. Any documents or models
included with the offer, in particular drawings, diagrams, samples, specifications relating to dimensions,
weight or performance, shall serve only as guide values and, to the extent that it is not otherwise
agreed, shall not constitute any specific agreement on characteristics. We reserve the right to make
technical modifications insofar as they are reasonable.
2.2.
We shall retain all proprietary rights and copyright in respect of all documents provided, in particular
cost estimates, drawings and all other enclosures, models or aids. Such enclosures shall neither be
disclosed to third parties nor used for any other purpose. They shall furthermore be returned to us
without delay should we so request or in the event that the order is not placed.
2.3.
Offers prepared for us should correspond precisely with the quality and quantities we have requested;
any deviation from this should be clearly indicated.
2.4
Unless otherwise agreed in writing, all offers, cost estimates, plans, test certificates and any other
documentation prepared for us shall be produced free of charge.
2.5
Prices quoted in offers, cost estimates and all other documentation prepared for us shall be fixed
prices and shall include all contractor costs for quality management, functional tests, quality
inspections, packaging, documentation and all necessary permits and insurance.
3. Conclusion of contract:
3.1.
By placing an order the client makes a binding contractual offer. We shall be entitled to accept
the order included in the contractual offer within a period of 2 weeks. However, we shall also be
entitled to decline the offer – for instance after undertaking creditworthiness checks.
3.2.
Our acceptance or confirmation of any order, or any ancillary agreement made by our staff, in
particular additions or amendments of any kind or agreements entered into by our
representatives, shall only be deemed binding when they have been confirmed by us in writing.
3.3.
Conclusion of the present contract shall be subject to the the proviso that, in the event that we
are unable to obtain the supplies required, we are not obliged to perform the contract, or may
only partially perform the same. In this instance the client will be informed and reimbursed
without delay.
3.4.
Notwithstanding any offers prepared, our orders will always be based on the content of written
orders that are faxed or emailed by us.
3.5.
Orders, or additions or amendments to orders, placed verbally or by telephone shall only have
binding effect when they are confirmed by us in writing, by fax or by email.
4. Prices and terms of payment; offsets:
4.1.
Prices provided by us are always the current list prices on the day of delivery. They are
ex-works prices (EXW). However, they exclude packaging, insurance, loading at our
premises and value added tax.
4.2.
Payment must be made to us in cash and free of any deductions or charges within 30
days of receipt of our invoice. In the event of dealyed payment we will charge interest
on arrears at the rate of 10 % above the base rate as announced by the österreichischen
Nationalbank (Austrian National Bank), and as a minimum 12 % annually on the overall
amount due along with the cost of any reminders. This shall not preclude further
follow-up action.
4.3.
To the extent that it has not been ordered by a court of law or recognised by us, retention
of payment as a result of any claim against us by the client, and the offsetting such
payment against such claim, shall be excluded.
4.4.
Payments made by us shall be in accordance with the contractual agreement with the
contractor. Should no such agreement exist, we will settle invoices at our discretion with
three per cent discount for payments within 14 days of the invoice date, or in full for
payments within 60 days.
4.5.
Our payments will be made by bank transfer and shall not be deemed acceptance of
the goods; as such, they shall constitute neither acknowledgement of contractual
compliance of deliveries, nor any waiver of any claims to which we are entitled.
We shall be entitled to offset any claims made against us by the client against any
claims we ourselves may have against the client.
5. Delivery and delays:
5.1.
All information provided by us concerning possible dates and deadlines shall be non-binding.
5.2.
We will provide estimated delivery dates for goods and services with order confirmations. Should
documents, approvals or releases be outstanding and/or an advance payment be yet to be made
by the client after the order has been confirmed, delivery will be postponed until such time as
the documentation has been produced in full and/or payment has been received. The delivery
deadline shall be deemed to have been met if we have informed the client prior to such
deadline that we are able to effect the delivery; insofar as a specific agreement on shipping or
delivery exists, the delivery deadline shall be deemed to have been met if the goods to be
delivered have left our factory prior to the expiration of the deadline.
5.3.
Should delivery be delayed due to unforeseen circumstances that are beyond our control, for
instance breakdowns, large-scale employee absence, strikes, delays in deliveries to us,
circumstances affecting the client (to the extent that such circumstances materially affect
whether the deadline is met), the delivery deadline shall be postponed insofar as this is
reasonable. Any costs arising from the delay shall be borne by the client. Immediate
notification shall be given of the start and end of any such problems.
5.4.
Goods manufactured on demand or commissioned without shipping shall be accepted by the
customer within 3 months and removed from our factory premises. In the event that this period
expires, the client shall be deemed to have defaulted on acceptance and shall be required to
cover any and all additional costs arising, such as storage costs, at a minimum monthly charge
of 0.5 % of the invoiced amount.  In the event of ongoing default by the client and after the
expiry of a reasonable period of grace up to a maximum of 14 days, we shall also be entitled
to dispose of the goods elsewhere at our discretion, to deliver the goods to the client at the
client’s expense or to cancel the contract and claim compensation due to non-fulfilment.
In the event of cancellation we shall be entitled to require compensation in the amount of
10 % of the fee, without providing any further evidence; this shall not affect our right to
submit any more extensive claims for damages.
5.5.
Should there be the risk of any delay in the delivery of goods or services ordered by us, we
are to be informed of such risk immediately in writing and by fax, including the reasons for,
and likely duration of, the delay.
5.6.
Delivery and shipping to us shall be undertaken at the supplier’s expense and own risk and
to such location as is specified by us. The supplier shall ensure that all deliveries at his/her
expense are adequately insured against damage. In the event of an insurance claim, the
supplier shall at our request assign to us all claims arising from the insurance policy.
5.7.
A packing slip is to be attached to each shipment, along with a separate delivery note for
each order number indicating the order number and item number(s). Labels for deliveries
from outside Austria should be in German.
6. Risk
6.1.
Risk shall transfer to the client as soon as the goods to be delivered have left our factory.
The same shall also apply for partial deliveries or where we are undertaking shipping or
delivery.
6.2.
Should collection of goods by the client, or delivery, be delayed on grounds for which
we are not responsible, risk shall transfer to the client as soon as s/he has been notified
that the goods are ready for delivery.
7. Retention of title and right of cancellation
7.1.
We shall retain the title to the goods until we have received the full purchase price along
with any other amounts due to us from the client, on whatever legal grounds they arose.
7.2.
The client shall be obliged to handle the goods with care for the duration of our retention
of title. Should maintenance or inspection work be necessary, this shall be undertaken by
the client on a regular basis and at his/her expense. The client shall inform us in writing
and without delay of any access to the goods by third parties, in particular in relation to
enforcement measures or in the event that the goods are damaged or destroyed.
7.3.
The client may only resell the goods in the context of normal business operations; this
also applies where the goods are combined or processed in conjunction with other items.
Such authorisation shall be excluded, however, if the resulting receivables are assigned
to third parties, if the client becomes insolvent, or if the client defaults against his/her
contractual obligations.
7.4.
The client hereby assigns to us any receivables arising from the sale of the goods and
shall note his/her accounts accordingly. We hereby accept such assignment. The client
shall be authorised to collect the sum due after it has been assigned. However, we reserve
the right to collect the sum ourselves should the client fail to meet payment obligations
and default on payment.
7.5.
The client shall reimburse us for any and all damages and costs arising from contravention
of the present obligations or from any intervention required to prevent third party access
to the goods.
7.6.
We shall be entitled to cancel the present contract at our discretion, or to leave the contract
in force but take back the goods or prohibit their use at any time, if the client acts in a way
contrary to his/her contractual obligations, in particular in the event of payment delay or
insolvency. In the event of cancellation of the contract we shall be entitled to request
compensation in the amount of 10 % of the fee originally agreed, without providing any
specific evidence. This shall not affect our right to further assert more extensive claims.
8. Guarantees:
8.1.
We are unable to provide guarantees either in relation to such variations in size, weight or
quality as are tolerated by ÖNORM, EN and DIN standards, or in relation to any
information provided regarding the suitability of the goods to be delivered for any specific
purpose. Client in-house standards and any other standards explicitly accepted by us in
writing shall be taken as the basis for the present contract.
8.2.
The client shall be solely responsible for ensuring compliance with statutory and other
regulations when using the items delivered.
8.3.
Items delivered shall be inspected by the client immediately they are received; in particular,
the client shall check the compliance of items with the form agreed, the quality of the
materials used and that items are free of cracks. Defects should be notified to us without
delay upon discovery, in writing, by fax or by email. Such notification should describe in
detail the item affected, the specifics of the defect and the circumstances in which the
defect occurred. Should the client omit to notify us immediately, s/he shall forego the right
to assert any later warranty claims or claims for compensation due to the defect itself
or any error relating the freedom from defects of the delivery or service.
8.4.
Unless agreed otherwise, we provide a guarantee of 6 months for products delivered by us.
For delivery of items deemed to be immovable and work on immovable items or items
deemed to be immovable, we provide a guarantee of 12 months. In every case the client
shall be required to prove that any defect arising within the guarantee period was already
present when the risk passed to the client. The guarantee period shall begin when the risk
is transferred.
8.5.
In the event that we are required to honour a guarantee, we will remedy the defect at our
discretion within a reasonable period and within a maximum of 6 weeks, by exchanging
the defective item for a defect-free item, or granting a price reduction, or – insofar as it is
not a question of a minor defect – terminating the contract. Items, parts or components
that have been exchanged shall become our property. Costs will not be refunded for any
remedial action, or attempted remedial action, undertaken by the client or by a third party.
8.6.
To the extent that it is requested by us and deemed reasonable by the client, items
requiring work under the guarantee shall immediately be delivered to us at the client’s
expense and risk. Should this not occur, all guarantee obligations on our part shall
become void.
8.7
Deliveries and services provided by the client to us shall at all times comply with the
general and specific standards (e.g. worker protection) applicable in Austria as well as
standards relating to safety, recognised technical and scientific standards and quality
standards as stipulated by us.
8.8.
It shall be left to our discretion whether initially to require deliveries or services
supplied to be improved, exchanged, reduced in price or – including for minor defects
– recalled.
8.9.
Our supplier expressly guarantees that products and services will be free of defects during
the guarantee period. Should we seek improvement, the guarantee period will restart
from the date remedial action was taken for any and all defects.
9. Product liability and limitation period
9.1.
Outside the scope of application of the Product Liability Act, our liability shall be limited
to wilful intent or gross negligence. Liability for minor negligence, compensation for
consequential damages and financial losses, savings foregone, loss of interest and
compensation for losses due to third-party claims against the client, is excluded.
9.2.
The client shall be responsible for all drawings, designs, models or any other documents
provided to us. Should a third party assert a claim against us in respect of manufacturing
or delivery undertaken by us in accordance with the order, the client shall hold us harmless.
9.3.
We exclude all liability to pay damages, and all rights of recourse, based on the Product
Liability Act.
9.4.
The client shall hold us harmless in respect of any defect in title attributable to suppliers
and of any product liability claim. In the event of any such claim, the client shall bear all
costs incurred, in particular the costs of any legal proceedings required and shall
undertake to make available to us all appropriate documentation.

10 Confidentiality Clause
10.1.
Each supplier shall be required to treat all orders from us, and all associated commercial
and technical information, as commercially confidential. They shall furthermore be bound
to maintain confidentiality relating to documentation and information after the execution
of the present contract.
10.2.
Any disclosure to third parties may only take place with our written consent.
11. Final provisions
11.1.
Austrian law shall apply to any legal disputes arising from the present contract, subject to
the exclusion of the relevant provisions on conflict of laws and to current business practices
in the place of performance; the provisions of the UN Convention on Contracts for the
International Sale of Goods shall not apply.
11.2.
The place of performance for deliveries, all other services and payments shall be Wels. It
is agreed that the court of jurisdiction for any and all disputes arising directly or indirectly
from the present contract shall be the the competent court for Wels.
11.3.
The client hereby authorises us to undertake checks on names in the land registry across
the whole of Austria.
11.4.
Should individual provisions of the contract with the client, including the present terms
and conditions, be deemed to be, or become, wholly or partially invalid, this shall not
affect the validity of the remaining provisions. The wholly or partially invalid provision shall
be replaced with one whose commercial effect is as close as possible to that of the invalid
provision.

HimmelFreundPointner
Maschinen- und Fertigungstechnik GmbH

Gunskirchenerstraße 19, 4600 Wels

Tel:     +43 7242 / 2790-0

Fax:     DW-9100

Mail:    info(at)hfp-cnc.com

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