GTC - GENERAL TERMS AND CONDITIONS FOR WORK CONTRACTS- WORK SUPPLY AND DELIVERY CONTRACTS

GTC version from: 15.4.2006

Valid from: 15.4.2006

I. SCOPE OF APPLICATION

The present General Terms and Conditions (hereinafter referred to as GTC) shall apply to all work deliveries of terra4motion GmbH (registered office: 1010 Vienna, Gonzagagasse 13) as Contractor (hereinafter referred to as CO) with his Clients (hereinafter referred to as CL). These GTC shall also apply to all future contracts for work and materials between the CL and the CO, so that it is not necessary surrender or send the GTC in each individual case.

II. BASIS OF CONTRACT

  1. 1. Basis of the contract:
    a) the offer of the CO
    b) the contract for work and services or the order confirmation by the CO
    c) the negotiation protocol including enclosures
    d) the present General Terms and Conditions
    e)unless otherwise agreed, the technical ÖNORM standards shall apply, in particular ÖNORM B2207 and B2213
    f) furthermore, the general contract standard B 2110 shall apply
    g) unless otherwise agreed, ÖNORM A2050, B2111, B2112, B2113 and B2114, the standards referred to in ÖNORM 2110, the relevant EN standards and, subsidiarily, the relevant DIN standards shall apply.
    In the event of contradictions between individual parts of the contract, the contractual bases listed here shall apply in the order stated.
  2. Amendments to these GTC, which in individual cases shall be agreed exclusively in writing and countersigned by the CO shall be limited only to the contracts to which they refer.
  3. Conflicting GTC of the CL are not applicable. Above all, the AÖSp- General Austrian Forwarders’ Terms and Conditions are decidedly excluded.

III. DOCUMENTS AND COPYRIGHTS

  1. 1. The documents belonging to the order, such as illustrations and drawings, as well as technical data and weight specifications given, are only approximate. Information of this kind is provided within the scope of due diligence but is not to be understood as a guarantee of product properties.
  2. 2. The CO reserves all property rights and copyrights to cost estimates, drawings, and other documents. These documents may not be made accessible to third parties without the consent of the CO. All drawings and other documents shall be returned to the CO without delay at the CO’s request if the order does not materialize or is not executed for any reason whatsoever.

IV. OFFERS, AGREEMENTS

  1. 1. The CO’s offers shall be subject to change and non-binding and shall be understood subject to the CO’s own delivery by the suppliers selected by the CO.
  2. 2. The choice of supplier is exclusively at the discretion of the CO. In the event of non-delivery by the supplier selected by the CO, the CL shall not have the right to demand procurement from another source.
  3. 3. A contract shall be deemed concluded when the CO has sent a written order confirmation after receipt of the order. Changes, additions, cancelations of the contract can only be accepted in writing, at the latest 3 working days after conclusion of the contract.
  4. 4. Verbal subsidiary agreements and arrangements, including those made by representatives of the CO, must be confirmed in writing by the CO in order to be legally effective.
  1. 5. The CO reserves the right to make reasonable technical and design deviations from specifications, brochures, catalogs, written documents, and drawings in the course of technical progress and further development and such deviations shall be permissible.

V. PRICES

  1. 1. The prices are variable prices according to the ÖNORMEN. In the event of suspension of payment or default in payment, any discounts, rebates, bonuses, etc. granted shall be deemed not to have been granted, so that the undiminished gross prices shall be charged.
  2. 2. Prices are ex our warehouse or point of sale, excluding packaging and freight. Details result from the respective offer or price lists whereby all price quotations are non-binding. Only the prices stated in the order confirmation shall be binding, provided that items and quantities remain unchanged.
  3. 3. Before the CO places an order with the Supplier, the CL shall make a down payment of 50% of the gross order amount. The down payment shall be deducted from the amount of the final invoice. Advance payments made shall be determined as forfeit money which the CL shall pay to the CO if the CL withdraws from the contract prior to performance.
  4. 4. Discount deductions shall be agreed separately and may only be claimed if all payments are made on time.
  5. 5. Environmental protection-related expenses as well as fees and charges of public and non-public nature, such as in particular ARA fees, shall be invoiced separately.
  6. 6. The CO shall not be obliged to carry out quality or functional tests prescribed by law or by official orders at his own expense. The CL shall pay a separate fee for such tests.
  7. 7. The CO shall be entitled to change the type and scope of the agreed services or the circumstances of the performance of the services or to demand additional services not provided for in the contract if these are necessary for the performance of the services. Such additional services shall be remunerated separately.
  8. 8. If the ordered services are reduced or cancelled by the CL, the CO shall be entitled to compensation for the disadvantage. If the quantity reduction of individual items exceeds 10%, the compensation for the disadvantage shall also require changed unit prices.
  9. 9. In the event of unjustified complete termination of the contract by the CL, the minimum compensation shall be 20% of the agreed gross total price. Further claims of the CO shall remain reserved.

VI. MATERIAL PROPERTIES

  1. 1. Each floor is unique. Color differences, inclusions, deviations in the grain, cloudiness, open and porous spots occurring in natural stones, tiles, glass mosaics and woods are natural and do not represent a reduction in value or a defect. Even in the case of deliveries according to samples, deviations of this kind are unavoidable in natural products and are not considered defects. In any case, complaints in this respect cannot be accepted after processing or relocation of the goods.

VII. INVOICES, PAYMENTS

  1. 1. Invoices shall be submitted in single copy and shall be payable without any deduction upon receipt.
  2. 2. The issuance of partial invoices is permissible. Final or partial invoices may be submitted within two years after performance under the contract.
  3. 3. The acceptance of payments on the basis of final or partial invoices shall not exclude subsequent claims for services rendered in accordance with the contract.
  4. 4. If the payment deadline is exceeded, the CO shall be entitled to payment of default interest in accordance with the EU Directive on Late Payments 2000/35 EC. Payment periods shall only be granted on the condition that all other claims are paid on time and that circumstances do not arise which endanger the CO’s credit. In this case, all claims shall become due immediately.
  5. 5. The CO shall be entitled to a processing fee of €20 per reminder. The CL shall bear the costs of a collection service or a lawyer in accordance with the tariff in the event of default in payment. Payments shall first be set off against costs, then against interest and finally against the main performance. Payments can only be offset against claims that are undisputed or have been legally established. Representatives of the CO are not authorized to accept payments.
  6. 6. Credit balances from unused contractually agreed services shall be refunded exclusively in the form of credit notes and cannot be redeemed in cash. In the event of non-redemption, credit notes shall lose their validity after 6 months.

VIII. PROHIBITION OF SET-OFF

  1. 1. The CL may not raise any objections against the CO (e.g. objections due to defective execution, delay in the start of work or exceeded delivery or performance times…) in order to delay or omit individual payments. The right of the CL to claim reimbursement or damages shall not be affected by this. The effort of these procedures is expressly subject to the prior full payment of the invoices. In this respect the exclusion of set-off shall apply. The provisions of Article X shall remain unaffected.

IX. DEADLINES

  1. 1. The CO shall comply with delivery periods to the best of his ability. Information on delivery periods shall not be binding, as they are largely beyond the CO’s control.
  2. 2. Reasons for impediments which extend the period of performance within the meaning of Clause 5.34.2.1.2 ÖNORM B2110 include shortage of raw materials, delayed delivery of materials through no fault of the CO and other cases of force majeure. In such cases, both performance deadlines and additional deadlines set by the CL shall be extended accordingly.
  3. 3. Any claim of the CL for damages due to delay in performance shall be excluded. Apart from that, liability is limited to foreseeable damages with a maximum of 5 % of the order amount.

X. RETENTION OF TITLE

  1. 1. The goods shall remain the property of the CO until all claims against the CL have been fulfilled. In the event of non-payment by the CL, the CO shall be entitled, in order to assert the retention of title to the reserved goods, to remove the reserved goods himself from the CL.

XI. WARRANTY

  1. 1. The material supplied by the CO shall comply with all relevant E-STANDARDS.
  2. 2. The warranty by the CO shall be limited to 1st choice material. Any warranty for defects in 2nd or 3rd choice material, residual items or occasional items shall be excluded.
  3. 3. Differences in color or changes in color cannot be claimed as material defects. The CL shall be obliged to inspect the material supplied by the CO for visible defects and damage prior to processing. In order to avoid loss of rights, the CO must be notified of any complaints by registered letter or fax within 3 working days, in any case before the material is laid.

XII. LIABILITY

  1. 1. The CL shall waive any claims for remuneration or compensation unless they are based on intent or gross negligence on the part of the CO. If the CO is to be held liable for damages, the CL shall have to prove all legal requirements for the claim for damages. In any case, CO’s obligation to pay damages shall be limited to the damage foreseeable at the time of the conclusion of the contract.

XIII. PLACE OF JURISDICTION

  1. 1. Any legal disputes arising from the present contract shall be subject to the jurisdiction of the competent court in Vienna.

XIV. DATA PROCESSING

  1. 1. The CO shall be entitled to store personal data of the CL within the scope of the business relationship and to process such data electronically within his own group of companies.

XV. TERMINATION OF CONTRACT AND RESCISSION

  1. 1. Except for the plea of nullity, voidability and rescission of the contract, the Purchaser may not raise any plea to delay or omit payment.

XVI. ASSIGNMENT

  1. 1. The CO shall not be entitled to assign his claims under the Contract.

XVII. CONTESTATION OF ERROR

  1. 1. The CO waives the right to contest the contract on the grounds of error.

XVIII. GENERAL PROVISIONS

  1. 1. Should one or more provisions of these GTC be or become invalid or should this text contain a regulation loophole, the contracting parties shall replace or supplement the invalid or incomplete provisions with appropriate provisions that largely correspond to the economic purpose of the intended provisions. The validity of the remaining provisions shall remain unaffected.