General terms of delivery

General Terms of Delivery
of FRAMAG Industrieanlagenbau GmbH
(based on the General Terms of Delivery of the Austrian Association for the Machine-Building and Steel
Construction Industry of 01 January 2002)
The present General Terms of Delivery have primarily been drafted for legal transactions between companies. If,
in exceptional cases, they are used as a basis for legal transactions with consumers, as defined in § 1, paragraph
1, item 2 of the Consumer Protection Act, Federal Law Gazette No. 49/1979, they shall only apply to the extent
that they do not conflict with the provisions of the first main section of the aforementioned law.
It is mutually agreed that the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April
1980, Federal Law Gazette No. 1988/96, is expressly excluded.
1. Introduction
1.1 Unless the contracting parties have expressly agreed otherwise in writing, the present General Terms of
Delivery shall apply.
1.2 The below provisions on the delivery of goods shall also apply mutatis mutandis to performance.
1.3 The Terms of Assembly of the Austrian Association for the Machine-Building and Steel Construction Industry
shall additionally apply to assembly projects.
2. Making of a Contract
2.1 A contract shall be deemed to have been made if Seller has sent a written order confirmation upon receipt of
an order and if there is no evidence that Buyer has opposed it within ten days.
2.2 Seller shall confirm in writing any modifications of and amendments to a contract in order to make these valid.
Seller shall be bound by Buyer’s conditions of purchase only if Seller has accepted them separately.
2.3 Offers made by the vendor are subject to confirmation. The offers are made subject to prior sale.
2.4 In the event that import and/or export licences or foreign-currency permits or similar authorizations are
required for the performance of a contract, the party responsible for obtaining such documents shall make every
reasonable effort in order to obtain the necessary licences or permits in due time.
3. Drawings and Documents
3.1 The data on weights, measures, content, prices, performances, or alike, as contained in catalogues,
brochures, circular letters, advertisements, pictures and price lists, etc. shall only be definitive if the cost estimate
and/or order confirmation expressly refers to them.
3.2 Drawings, design drafts, cost estimates and other technical documents, which may also be part of the cost
estimate, as well as samples, catalogues, brochures, pictures and alike shall always remain the intellectual
property of Seller. Any use, copying, reproduction, dissemination and transfer to third parties, and any publication
and presentation thereof may only be effected with the express approval of the owner.
4. Packaging
4.1 Unless other arrangements have been agreed upon
a) the listed prices are without packing;
b) the goods are packaged according to normal trade practice in order to avoid, under normal transport
conditions, any damage to the goods on the way to their agreed destination. The goods are packaged at Buyer’s
expense, and the packaging material will only be taken back if so agreed by the parties.
5. Passage of Risk
5.1 Unless otherwise agreed, the goods shall be deemed to have been sold „ex works“ (EXW) (ready for
collection).
5.2 Furthermore, the INCOTERMS shall apply in the version valid on the date when a contract is signed.
6. Period of Delivery
6.1 In the absence of any other agreement, the period of delivery shall begin at the latest of the following dates:
a) the date of the order confirmation;
b) the date on which Buyer has complied with all technical, commercial and financial preconditions for which
Buyer is responsible under the contract;
c) the date on which Seller has received a payment on account that is due prior to the delivery of the goods,
and/or a payment guarantee has been issued or otherwise provided
6.2 Seller shall have the right to make partial or advance deliveries.
6.3 If a delivery is delayed on account of a circumstance on Seller’s part that constitutes a reason for relief
according to Article 14, a reasonable extension of the period of delivery shall be granted.
6.4 If Seller has caused a delay in delivery, Buyer may either demand the performance of the contract or withdraw
from the contract, granting a reasonable respite which has been mutually agreed. .
6.5 If the respite according to Article 6.4 is not used, due to Seller’s negligence, Buyer may withdraw from the
contract by means of a written notice, regarding all undelivered goods. The same shall apply to delivered
goods which, however, cannot be used appropriately without the outstanding goods. In this event, Buyer shall
have the right to be refunded any payments made for the undelivered goods or for the goods that cannot be used.
Article 6.4 and 6.5 do not apply however to special productions, which are produced particularly according to the
desires of the Buyer. Moreover, in the event that the delay in delivery is due to a gross negligence on Seller’s
part, Buyer shall be entitled to a refund of any justified expenses that Buyer has had to incur up to the dissolution
of the contract and which cannot be used for any further purpose. Buyer shall return to Seller any delivered goods
and the goods that cannot be used.
6.6 If Buyer does not accept the goods supplied under the contract in the contractually agreed place or at the
contractually agreed time, and if the delay is not due to any action or omission on Seller’s part, Seller may either
demand the performance of the contract or withdraw from the contract, granting a respite.
When the goods have been segregated, Seller may store the goods at Buyer’s cost and risk. Seller shall also be
entitled to claim a refund of any justified expenses that Seller had to incur in connection with performing the
contract and that are not covered by the payments received.
6.7 Any other claims of Buyer against Seller for Seller’s delay than those listed in Article 6 shall be precluded.
7. Acceptance Test
7.1 If Buyer wishes to have an acceptance test made, such a test shall be agreed expressly in writing when
entering a contract. Unless otherwise agreed, the acceptance test shall be made at the place of manufacture, or
at a place to be indicated by Buyer respectively, during the normal working hours of Seller. In this connection, the
general practice of the industry in question shall govern the acceptance test.
Seller shall inform Buyer in due time of the acceptance test so that Buyer may be present during the test, or may
be represented by an authorized representative respectively.
If the delivery item proves to be contrary to the contract during the acceptance test. Seller shall remedy any defect
immediately and produce the contractual condition of the delivery item. Buyer may ask that the test be repeated
only in cases of a major defect.
An acceptance record shall be drawn up following the acceptance test. If
the acceptance test has demonstrated that the delivery item has been manufactured according to contract and
operates properly, the two con-tracting parties shall confirm this at any rate. If Buyer or Buyer’s authorized
representative is not present during the acceptance test, in spite of having been informed thereof in due time by
Seller, only Seller shall sign the acceptance record. In any event, Seller shall send Buyer a copy of the
acceptance record, the correctness of which Buyer may not contest, not even in those cases where Buyer or
Buyer’s authorized repre-sentative was unable to sign it for lack of attending the test.
Unless otherwise agreed, Seller shall bear the costs for performing the Acceptance test. Buyer shall, however,
bear any costs incurred by Buyer or Buyer’s representative in connection with the acceptance test, such as, for
example, travel expenses, per diems or similar expenses.
8. Prices
8.1 Unless otherwise agreed, all prices shall be ex works of Seller, without loading.
8.2 The prices shall be based on the costs at the time of the quotation, unless Otherwise agreed. In the event that
costs change during the period until delivery, these changes shall be in favor, or at the expense of Seller
respectively.
9. Payment
9.1 The payments shall be made in keeping with the agreed conditions of payment. Unless specific conditions of
payment have been agreed upon, one third of the price shall be due upon receipt of the order confirmation, one
third after half the delivery period has lapsed, and the rest upon delivery. Irrespective of the foregoing, the valueadded tax included in the invoice shall be paid within 30 days after the invoice date, at the latest, in all events.
9.2 Buyer shall not have the right to withhold payments due to warranty claims or any other counter-claims that
Seller has not accepted.
9.3 If Seller defaults on one of the agreed payments or any other performance, Seller may either insist on the
performance of the contract and
Framag Industrieanlagenbau GmbH Telefon +43 (0) 7683 5040 UID: ATU 24563700
Neukirchner Straße 9 office@framag.com Firmenbuchgericht
A-4873 Frankenburg www.framag.com HG Wels FN 103794p
a) postpone compliance with Seller’s own obligations until Buyer has paid the arrears in payment or provided any
other performance,
b) use a reasonable extension of the period of delivery,
c) call for the payment of the full remaining purchase price,
d) charge interest on arrears, as of the due date, in the amount of 7,5 % above the respective base rate of the
European Central Bank, unless Buyer can claim a reason for relief under Article 14 (see Directive 2000/35/EC of 29
June 2000 on combating late payment in commercial transactions), or announce the withdrawal from the contract,
granting a reasonable respite.
9.4 In all events, Buyer shall refund to Seller the dunning charges and collection costs which constitute a further
damage caused by the delayed performance.
9.5 If Buyer has not made the payment due or provided any other performance within the respite according to 9.3,
Seller may withdraw from the contract by means of a written notice. Buyer shall return to Seller, upon Seller’s
request, any delivered goods and compensate Seller for any reduction in the value of the goods that has occurred, as
well as refund to Seller all justified expenses that Seller had to incur in connection with the performance of the
contract. Regarding undelivered goods, Seller is entitled to make available to Buyer the completed parts, or the parts
with incipient processing respectively, and ask for a pro-rated part of the sales price.
9.6 The contracting parties agree mutually that the rights and obligations covered by the contract shall not be affected
by the introduction of the euro.
Payment obligations, especially the established values of the money shall be deemed to have been agreed in euro as
soon as the euro has become the only acceptable means of payment. In all events, any conversion will be made on
the basis of the officially established exchange rates.
It is mutually agreed that the conversion to the euro neither creates a right to terminate, to withdraw from or to contest
the contract, nor a claim for damages or modification of the contract.
10. Reservation of Ownership
10.1 Buyer shall reserve the ownership in the object sold until Buyer has met all financial obligations. Seller is entitled
to document Seller’s ownership on the outside of the delivery item. Buyer shall comply with the required formal
regulations to safeguard the reservation of ownership. In case of an attachment or any other recourse, Buyer shall be
obliged to claim Buyer’s ownership and to inform the latter without delay.
11. Warranty
11.1 Subject to the below provisions, Seller shall undertake to remedy any de-fect affecting the fitness for use which
is due to a deficiency in design, material or workmanship. Seller shall also be responsible for any defects concerning
expressly requested properties.
11.2 The above obligation shall only apply to such defects that appear within a period of one year, when working a
one-shift operation, as of the passage of risk, or as of the completed assembly, in case of a delivery with assembly
respectively.
11.3 Buyer may claim the present article only if he informs Seller in writing and without delay of any defects that have
appeared. The arrangements on presumption according to § 924 of the Austrian General Civil Law Code are
excluded. Once Seller has been informed of defects in this way, Seller shall – if the defects must be remedied
according to the provisions of the present article – at Seller’s choice:
a) rework the defective goods on site;
b) have the defective goods or the defective parts shipped back for reworking;
c) replace the defective parts;
d) replace the defective goods.
11.4 If Seller arranges for the defective goods or parts to be returned to Seller for the purpose of reworking or
replacement, Buyer shall bear the costs and the risk of the transport, unless otherwise agreed. The re-shipment of
the reworked or replaced goods or parts to Buyer shall be at Seller’s costs and risk, unless otherwise agreed.
11.5 The defective goods or parts, which are replaced according to the present article, shall be at Seller’s disposal.
11.6 Seller shall only refund any costs for remedying a defect, undertaken by Buyer himself, if Seller has agreed to
this procedure in writing.
11.7 Seller’s warranty obligation shall only apply to defects that appear when observing the applicable operating
conditions and putting the item to normal use. His obligation shall, in particular, not apply to defects that are due to
inadequate installation on the part of Buyer or Buyer’s representative, inadequate maintenance, inadequate repairs or
modifications undertaken by other persons than Seller or Seller’s representative without the written agreement of
Seller, normal wear.
11.8 Seller shall be liable for those parts of the goods that Seller obtained from sub-contractors prescribed by Buyer
only to the extent of Seller’s own warranty claims vis-à-vis the sub-contractor.
If Seller produces items on the basis of Buyer’s design data, drawings or models, Seller’s liability shall not extend to
the accuracy of the design but as to whether the workmanship complies with Buyer’s instructions. In such cases,
Framag Industrieanlagenbau GmbH Telefon +43 (0) 7683 5040 UID: ATU 24563700
Neukirchner Straße 9 office@framag.com Firmenbuchgericht
A-4873 Frankenburg www.framag.com HG Wels FN 103794p
Buyer shall keep Seller harmless and free from any court action, in the event of an infringement of proprietary rights.
When accepting repair jobs or reworking or modifying old as well as third-party goods, or when delivering secondhand goods, Seller shall not accept any warranty.
11.9 As of the beginning of the warranty period, Seller shall not accept any liability that extends beyond the scope
defined in the present article.
12. Liability
12.1 It is expressly agreed that Seller shall not be liable to Buyer for damages in the event of personal injuries, or for
damage to goods that are not the subject of a specific contract, as well as for other damage and loss of profit, unless
the circumstances of a specific case reveal that Seller acted
with gross negligence.
The reversal of the burden of proof according to § 1298 of the Austrian General Civil Law Code is excluded.
12.2 The purchased object provides only that level of safety that may be expected on the basis of the registration
provisions, the operating instructions, Seller’s rules on the handling of the purchased object - especially with regard to
any possible inspections – and other instructions given.
12.3 For cases of Seller’s minor negligence, the damages are limited to 5 % of the order amount, or EUR 363.500 as
a maximum, unless Article 12.1 applies.
12.4 All claims for damages due to defects in deliveries and/or performances must be filed in court within one year
after the expiry of the contractually agreed warranty period if Seller does not expressly accept the defect;
otherwise all claims become extinct.
13. Consequential Damage
13.1 Subject to any provisions of a different effect in the present Terms, Seller’s liability vis-à-vis Buyer shall be
precluded for any standstill in production, loss of profit, loss of use, loss of contract or any other economic
or indirect consequential damage.
14. Reasons for Relief
14.1 The parties shall be released in part or in toto from the timely performance Of the contract if they are prevented
by events of force majeure. Events of force majeure shall solely be such events that the parties are unable to foresee
and avoid and that are beyond their domain. However, strike and industrial dispute shall be considered to be events
of force majeure.
A Buyer affected by an event of force majeure may, however, only claim the existence of force majeure if Buyer
informs Seller without delay, at the latest, though, within 5 calendar days, about the onset and anticipated end of an
obstruction, by sending by registered mail a statement, confirmed by the respective government authority or chamber
of commerce of the delivery country respectively, on the reason, the anticipated effects and the duration of the delay.
In the event of force majeure, the parties shall make every effort to remove, or to mitigate respectively, the difficulties
and the anticipated damage, as well as to keep the respectively other party continuously informed thereof; otherwise
they shall be liable to pay damages to the respectively other party.
Deadlines or dates that cannot be observed on account of events of force majeure shall be extended by the duration
of such events of force majeure, as a maximum, or, if applicable, by a period to be determined by mutual consent.
If a circumstance of force majeure prevails by more than four weeks,
Buyer and Seller shall seek a solution for handling the technicalities of its effects by means of negotations. If no
solution can be reached by mutual consent, Seller may withdraw from the contract in part or in toto.
15. Data Protection
15.1 Seller shall have the right to store, to communicate, to process and delete person-related data of Buyer in the
framework of their business relations.
15.2 The parties shall undertake to keep absolute confidential vis-à-vis third parties any knowledge obtained in the
course of their business relationship.
16. Place of Jurisdiction, Applicable Law, Place of Performance, Language
16.1 The place of jurisdiction for all disputes arising directly or indirectly from a contract shall be the relevant Austrian
court with competences for Seller’s principal place of business.
Seller may, however, also resort to the court with jurisdiction for Buyer.
16.2 The parties may agree that an arbitral tribunal has jurisdiction.
16.3 Contracts shall be subject to Austrian law to the exclusion of the UN Convention on Contracts for the
International Sale of Goods (CISG) of 11 April 1980, Federal Law Gazette No. 1988/96.
16.4 Seller’s principal place of business shall be the place of performance for deliveries and payments, also in the
event that the transfer is agreed to be in a different place.
16.5 In the event of disputes arising from the present certified translation of the contract, the German text shall
prevail.
Framag Industrieanlagenbau GmbH Telefon +43 (0) 7683 5040 UID: ATU 24563700
Neukirchner Straße 9 office@framag.com Firmenbuchgericht
A-4873 Frankenburg www.framag.com HG Wels FN 103794p
17. Data Protection in accordance with the GDPR
1. Data protection by framag.
Personal data of the Buyer or its staff members concerned is processed by framag on the basis of the Buyer’s freely
given consent (e.g. for particular categories of personal data), the existing contractual relationship and statutory
provisions in order to perform the contract.
There is no obligation to give consent (e.g. for particular categories of personal data) or to conclude a contract.
However, if consent is not given or a contract is not concluded, it will not be possible to accept the order.
Further processing of the data by framag that is compatible with the performance of the contract takes place for the
purpose of direct marketing in forms for which consent is not required, such as the sending of addressed postal
advertising.
Data will only be further processed for direct marketing in forms for which consent is required, such as the electronic
sending of advertising or the placement of personalised advertisements, on the basis of an additional freely given
consent of the Buyer. There is no obligation to give consent. If consent is not given, this will only result in the Buyer
not receiving advertising in forms for which consent is required.
All the data is subject to the agreed or statutory obligation to maintain confidentiality and to protect personal data.
With the exception of disclosure to typical commercial recipients such as banks, tax consultants, lawyers, shipping
providers, etc., the Buyer’s data is only shared on the basis of a statutory provision or with the Buyer’s agreement.
The Buyer consents to the global processing of its data, in particular for the purpose of remote access by framag for
contractual processing, e.g. in emergencies while business travel.
The Buyer’s data is stored for up to a maximum of thirty years after the completion of the orders for the purpose of
documentation and the fulfilment of legal obligations.
The Buyer has the right to withdraw its consent at any time. If consent was given in writing, it can only be withdrawn
in writing; if consent to receive electronic advertising was given, it can also be withdrawn by clicking on the
unsubscribe link where applicable. In this case, the processing will cease where there is no other legal basis. The
lawfulness of the data processed up until the withdrawal of consent is not affected by its withdrawal.
The Buyer has the right to object to the processing of its personal data for direct advertising. If you withdraw your
consent, your personal data will no longer be used for direct advertising.
2. Data protection by the Buyer.
Personal data of framag or its staff members concerned is processed by the Buyer on the basis of an existing
contractual relationship and statutory provisions in order to perform the contract.
There is no obligation to conclude a contract. However, if a contract is not concluded, this would result in it not being
possible to place the order.
Further processing of the data by the Buyer for other purposes is not permitted.
All the data is subject to the agreed or statutory obligation to maintain confidentiality and to protect personal data.
With the exception of disclosure to recipients required for the performance of the contract such as banks, tax
consultants, lawyers, shipping providers, etc., the sharing of data of framag is only permitted on the basis of a
statutory provision or with the consent of framag.
The Buyer is entitled to store the data of framag for up to a maximum of thirty years after the completion of the orders
for the purpose of documentation and the fulfilment of legal obligations.
3. Rights of data subjects.
framag and the Buyer or their staff members concerned have the right of access to their personal data, to its
rectification and erasure, the right to restrict processing, the right to data portability and the right to lodge a complaint
with the supervisory authority (Austrian Data Protection Authority, Wickenburggasse 8, 1080 Vienna, tel.: +43 1 531
15 - 202525, email: dsb@dsb.gv.at).

General terms

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framag Industrieanlagenbau GmbH

Neukirchner Straße 9

4873 Frankenburg

office@framag.com

Tel.:+43 7683 5040