Terms and conditions of Schloffer GmbH (Ltd.)

1. Proposal and Conclusion of contract:

Our proposals are subject to confirmation and not binding. It can be revoked until it is expressly accepted. Proprietary and intellectual property rights for drawing and other documents remain solely and without limitations with the supplier (i.e. Schloffer GmbH (Ltd.) and its companies). 

2. Price and payment:

Payment is due immediately on delivery and has to be transferred directly to us. The purchaser will be in arrears on payment after a maximum of 30 days after the payments due date stipulated on the invoice, irrespective if a payment reminder has been sent or not. In the case of a late payment, interest will be charged on the outstanding amount, if the purchaser is the end customer, at an interest rate of at least 5% above the current base rate. Otherwise interest will be at least 8% above the current base rate.  

3. Reservation of proprietary rights:

3.1 All good that we deliver, remain our property until all demands that are stipulated in our terms and conditions, against the purchaser are satisfied. The rights to all goods even if they have been processed or used remain subject to retention of title.
If the goods we hold rights to are used to create another good, we automatically own a part of the new good, valued in proportion to the value of our good at the time of its creation. Storage of the new good is the responsibility of the purchaser and has to occur with customary diligence at no cost to us. 

4. Delivery, packaging and transfer of risk:

Unless mutually agreed in writing otherwise, goods will be delivered from our facilities (or in case of a direct delivery from our suppliers). Partial deliveries are allowed. Delivered goods with negligible defects are to be accepted. Delivery dates are only binding, if they have been agreed in writing. In order to be able to keep an agreed delivery date, it is a prerequisite that the purchaser has supplied all necessary documents and clearances/authorisations and fulfilled all other obligations that are his responsibility. If this is not the case, the agreed delivery date will change accordingly. 
Delivery dates change in case of force majeur, including but restricted to strikes, wars and other disruptions that prolong delivery time that are outside of our control. If the delivery date is moved back for more than 1 month, due to the purchaser’s request, the supplier has the right to charge 0.5% of the total invoice balance. The total storage costs charged will not exceed 5%of the total invoice, unless there is proof that the costs have exceeded this amount. After an agreed time period has passed without any change to the situation, the supplier has the right to use the good otherwise and supply the purchaser with an appropriate delay. 

Costs for freight and transport are to be paid by the purchaser, unless contractually agreed otherwise. All risk shift s from supplier to purchaser at the time the goods leave the suppliers premises (EX WORKS), irrespective if partial shipments from us or direct deliveries from our suppliers are still to follow, or if we, the supplier, will provide other services e.g. assembly. If the pick-up date is moved back due to the purchaser’s wish, all risk will shift to the purchaser on the day the purchaser is notified of the goods availability and supplier’s ability to deliver. If the purchaser should wish so, the consignment will be insured against theft, damages, transport damages, fire and water damages as well as other insurable risks, at his cost. 

5. Assembly:

Unless otherwise agreed in writing, the following clauses apply for assembly:
The purchaser bears the costs and it is his responsibility to complete:
All digging, concrete –, construction- mortise-, scaffolding-, plaster-, paint work and other works that are outside of our sector, including all necessary materials.
Electricity and water, as well as other forms of energy necessary, including the necessary circuits.
Heating and light.

At the site of the assembly, there has be ample, dry and lockable space to store tools, machinery, materials etc. For the assembly personnel, suitable work and recreation space including appropriate sanitary facilities. 
Further, the purchaser is responsible for the protection of the property of the supplier that is at the site as well as the safety of the assembly personnel and has to take appropriate measure to ensure it. 

It is the purchaser’s responsibility to inform the supplier about special circumstances at the site and has to supply special protective clothing or safety equipment if it is not in line with industry standards, free of charge. 

In case the supplier provides the assembly as the only service, the following conditions apply: The purchaser has to pay the supplier the charges for working hours, including additional charges for overtime, night-, weekend- and bank holiday shifts, as well as work under difficult circumstances, planning and surveillance. 

6. Liability for defects – warranty:

Unless stipulated otherwise in the terms and conditions of the contract, warranty rights of the purchaser as well as claims for compensation are determined by the law. Fair wear and tear, as well as damages due to improper use or care are excluded from the warranty.

7. Limitation of liability:

A possible claim for compensation made by the purchaser is limited to 10% of the value. 

8. Place of jurisdiction:

7400 Oberwart, Austria.

9. Acceptance of the sale and delivery terms and conditions:

We understand the placing of an order and acceptance of our terms and conditions listed above. Conflicting terms and conditions of the purchaser will not be made part of the contract, unless we explicitly agree on it. Safeguard clause. A possible invalidity of parts of these supply and payment terms and conditions does not impact the general validity of the other terms and conditions.