Terms And Conditions
GENERAL TERMS AND CONDITIONS OF GLATZ GMBH & CO KG
1. A contract shall only be deemed to have come into force when GLATZ GMBH & CO KG has confirmed acceptance in writing and duly signed it. The representatives are not authorised to conclude contracts in the name of the company GLATZ GMBH & CO KG.
2. TITLE RETENTION: Until full payment of the purchase price payable for the goods, the goods shall remain our property. This also applies if it was processed. The product produced in such a way remains under title retention. In the event of resale our contractual partner now obligates himself to transfer to us the asking price for the goods delivered and to inform the purchaser of the goods as well as us of the successful transfer. He acknowledges only this retention of title as effective. Checks and bills of exchange are only accepted for payment and the payment shall be deemed as completed, when the equivalent value thereof has been finally received after the due date. In case the delivered goods are processed, the retention of title shall extend to the products produced and if resold to the book claims resulting thereby.
3. PAYMENT TERMS: Should the economic situation of the contractual partner deteriorate, GLATZ GMBH & CO KG may demand a prepayment or other guarantee prior to provision of services. Before such payment or guarantee is effected, GLATZ GMBH & CO KG is not obliged to provide any service. Any increase in currently applicable VAT, customs, licence fees and freight rates, any new regulatory charges shall be borne by the contractual partner and any discounts shall be in favour thereof. In case that bills of exchange are submitted that principally require our consent, an interest rate of at least 5% above EURIBOR -if no other interest has been agreed by the terms of payment of this sales contract- or the rates charged accordingly by major banks shall apply.
4. It is not permitted to withhold and offset any overdue receivables due to any counter-claims of our contractual partner that we have not explicitly and in writing acknowledged, not even from the title of warranty.
5. PAYMENT DELAY: If our contractual partner is in default with the payment of the purchase price or another payment to be made because of these contract notes, a deadline is considered missed and he is obliged to pay interest at the rate of at least 5% above EURIBOR or charged accordingly by major banks and any cash expenses and other incidental expenses incurred by reminders. He also has to compensate us for any value loss that the currency, in which the payment was to be made, has suffered from the due date until the date the payment was made. In the event that a deadline has been missed, all other existing payment obligations under the business relationship of the contractual partner towards us shall be considered due, without prejudice to any other agreements.
6. TRANSPORT: We shall not be liable for any transport risks from the loading station. We shall not be liable for the disposal of packaging materials (container).
7. FORCE MAJEURE: We shall be entitled due to any import, export and transit prohibitions, changes and regulations by the authorities and offices, warlike events, plunderings, civil unrest, weather-related circumstances, etc. to rescind the contract or its unfulfilled parts without obligation to pay compensation. Strike, transport stoppage, transport re-routing, wagon shortage, impossibility or delay in the loading or unloading of vessels and/or wagons, lockouts, governmental measures or other hindrances of any kind (low water, ice, fog, storm, flood, etc.) extend the delivery deadline by the amount of time of the hindrances, even if delivery was agreed. Such obstacles hindering the transport by waterways, extend particularly also the delivery date of such purchases from loading station, for which the transport should have been wholly or partly carried by waterways under normal conditions, without an obligation by GLATZ GMBH & CO KG to pay compensation.
8. PROVISION OF DOCUMENTS: If our contractual partner fails to provide the counterconfirmation of this contract on time, the loading time contractually agreed can be extended by the duration of such delay. He is obliged to immediately hand over to us all freight and customs documents, including cessions, i.e. not later than within two weeks from the date the goods have arrived at the receiving station (parity station). He is liable for all damages whatsoever (or freight and customs differences) arising from disregarding this obligation.
9. WARRANTY AND LIABILITY If the goods do not comply with the contract terms, they shall be accepted with the depreciation to be determined by the competent arbitral tribunal. In case the goods are unusable, then the seller will take them back and he will credit the purchase price. Liability of any kind for damages against our company under the Product Liability Law Gazette no. 99/1988 is expressly excluded. Moreover, any liability for slight negligence on our part is entirely excluded. For gross negligence, the amount of damages is limited to the amount to be paid by the insurance company as a result of a liability insurance policy concluded by us.
10. VERBAL AGREEMENTS: Other arrangements than those contained in this contract, including an appeal to verbal agreements or promises, shall not be valid. In addition, the agreement to waive the formal requirement of written form in the future, has to be in writing.
11. JURISDICTION: In all disputes arising from this contract or from the transactions concluded between the parties in the future, both contractual parties submit themselves to the Arbitration Code and the Arbitration Tribunal of the Vienna Exchange for agricultural products and the Vienna Goods Exchange, which has to apply Austrian law, recourse to ordinary courts of law being excluded. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
12. In the event that the general terms and conditions contravene the prevailing practices of the Exchange for agricultural products, these general terms and conditions should in any case be preferred. Should one or more provisions of these general terms and conditions be invalid, the validity of the remaining provisions shall remain unaffected. With regard to any provision in these general terms and conditions that has been rendered invalid or void for whatever reason, a regulation shall be used that comes as close as possible to the purpose of the initially intended provision without giving any further reasons for the nullity or invalidity thereof.