Conditions of - Sison
SALE and DELIVERY
These Conditions of sale & delivery are part & parcel of any offer and of any agreement negotiated with ourselves. Our express written confirmation is required as the prerequisite for the validity of any deviations from these Conditions and as the prerequisite for the validity of the Delivery & purchasing conditions of the customer.
Entry into force of Agreement
An order issued to ourselves or to our representative shall take binding effect upon ourselves only upon delivery of the goods or upon our written confirmation, and consequently the Agreement shall not be held to enter into force until the date of confirmation of order or of the delivery of the goods. For a period of one month following receipt of order, we shall be entitled to decline the order without being required to indicate grounds.
All prices are applicable in euros unless otherwise agreed, upon release from our stores and including packing plus VAT, whereby additional costs arising from other modes of dispatch such as express cargo, airfreight, urgent delivery etc, shall be chargeable to the purchaser. The account for our delivery is presented at the prices & discounts applicable on the date of dispatch. Minimum net order value:–100 Euro.
All payments should be made with no discount and within 30 days of invoice. Purchasers unknown to ourselves are served subject to cash on delivery only. We can accept cheques and drafts only by special arrangement and only for purposes of settlement of payment. All of the costs of drafts, fees, discount charges etc shall be chargeable to the purchaser. No discount is given upon payment of a draft. We can accept no responsibility for prompt presentation or liability for rejection of drafts received. The date of payment counts as the day on which we gain access to the funds.
Essentially, all payments to ourselves must be made by transfer to our bank accounts. Settlement of payment of our claims to individual employees can be made with exonerative effect only if payment is made in cash and if our representative has established his authorisation by virtue of our written power of authority to collect funds.
In the event of overshoot of the payment deadline, the purchaser is held to have incurred arrears even without any reminder having been issued, and any further claims against the purchaser, including claims that have not yet fallen due, shall become due for immediate settlement and with no discount. From that time onwards we shall be entitled to provide supplies on cash on delivery basis only. Our claims against the purchaser shall, furthermore, fall due for settlement immediately and without deduction if the institution of bankruptcy or settlement proceedings should be applied for in respect of the purchaser's assets or if such proceedings are instituted, or if the purchaser has effectively ceased payments. In such cases, furthermore, we shall be entitled to withdraw from ongoing supply contracts or to require immediate cash payment or advance payment of the purchase price. We reserve the right to claim compensation for non-fulfilment of contract.
Upon overshoot of delivery deadlines, the purchaser must pay us interest in lieu of delay at the appropriate rate of standard bank interest for current-account credits, irrespective of any other rights accruing to ourselves on the grounds of delay. The purchaser holds no right of withdrawal and is not entitled to apply offset. In particular, the purchaser may not refuse or delay payment of the purchase price on the grounds of any complaints issued in connection with defects. We shall be entitled to suspend delivery of any goods ordered from ourselves until the purchaser has fulfilled the entirety of its obligation in relation to ourselves on the date of the agreed delivery. Discount on new invoices shall be inadmissible whilst any previous invoices remain outstanding.
All delivery periods shall, unless otherwise agreed, commence on the date of entry into force of the contract or – in the event of any differences of opinion as to the mode of delivery – shall commence on the date of clarification by final agreement. Unless expressly agreed otherwise, no delivery deadlines are binding. Even where delivery deadlines are agreed upon, we shall not be liable for any delays arising due to unforeseen events at the stage of manufacture, transportation, disruptions in the firms providing supplies for our own company and/or subcontractors or delays arising due to force majeure. Such circumstances shall – if they persist – entitle us unilaterally to withdraw from contract without the purchaser acquiring any compensation claim whatsoever in this context. We shall not be obliged to provide the purchaser with any compensation on the grounds of delivery deadlines' having been overshot.
Complaints as to the quantity & quality of goods, and any complaints on the grounds of the delivered goods’ being other than those ordered, must be issued in writing and shall be acceptable only within eight days (as defined by the delivery note) after the goods have arrived at the place of destination. After expiry of this period, the goods shall be deemed satisfactorily accepted. Damage in transit must be appropriately placed on record. The purchaser's guarantee and compensation claims shall be excluded following the sale or utilisation of the goods and in the event of any changes having been applied to the goods without our knowledge or consent.
It shall be the responsibility of the inspections office in our company or that of the respective supplier to confirm the correctness of any complaint, provided that it was presented promptly. Upon confirmation of the correctness of any complaint, then we shall be obliged – to the exclusion of any other claims from the purchaser – at our own discretion either to provide replacement supplies or to issue a credit note for the rejected goods. In all cases, alternative supplies are provided only ex-works and subject to the price applicable at the time. Returns can be accepted as negotiated in writing and in advance. In respect of returns (in the original packaging only) which are not attributable to one of the grounds for complaint mentioned above, we shall reduce the credit note value with a processing charge of 20,– EURO. Returns other than in the original packaging are not accepted.
Cancellation of order
Cancellation of the order is possible only within three working days after acceptance of order confirmation. Upon issuance of a replacement order at least to the same order value, a 20,– E20 handling charge shall be applied. If no alternative order is issued, then 20% of the value of the goods shall be charged. It is not possible to cancel orders for factory parts (custom specifications).
Reservation of ownership
All goods supplied by ourselves shall remain our property until payment of the purchase price in full together with all subsidiary charges. Goods supplied subject to reservation of ownership should be treated carefully by the purchaser and given reasonable insurance cover for all standard risks. We shall be entitled to require proof of insurance cover.
It is not permissible to apply any pledge, security or other charge over the goods we sell until their ownership has transferred to the customer. Third-party claims on our goods must be promptly notified to ourselves such that we can take action. The above-mentioned reservation of ownership does not change the provisions enshrined within these Conditions or in the corresponding legal regulations with regard to the date of transfer of risk. We shall be entitled to require the immediate release of any goods supplied but not yet fully paid for if the purchaser does not promptly and completely fulfil its payment obligations toward ourselves, if any bankruptcy or settlement proceedings are requested or instituted over the purchaser's assets, if the purchaser effectively ceases payments or if the purchaser approaches its creditors for the negotiation of an exceptional settlement.
Our taking-back of the goods does not represent withdrawal from contract unless this has been particularly negotiated in writing. Our right to charge compensation on the grounds of non-fulfilment shall remain in place even after the taking-back of goods sold whilst subject to our reservation of ownership. Until expiry of the reservation of ownership, the purchaser is entrusted with custodianship of the goods sold under such reservation. Any costs arising due to the substantiation of our rights in connection with the reservation of ownership shall be chargeable to the purchaser.
Place of fulfilment; Choice of legal system; Jurisdiction
Vienna shall be the place of fulfilment unless otherwise agreed. Exclusively Austrian law shall apply. International commercial law, with particular reference to the United Nations Convention on the International sales of goods (UN commercial law), shall be expressly excluded. The exclusive competence of the court materially competent for Vienna is agreed in respect of all matters arising from or in connection with this Agreement, particularly including its establishment and its suspension and/or dissolution.