General Terms and Conditions (AGB) of ARMAPRIME e.U.
The deliveries, services and offers of our company are made exclusively on the basis of these terms and conditions; We do not recognize any conditions of the customer that conflict with or deviate from our terms and conditions, unless we have expressly agreed to their validity. In this respect, acts of performance on our part do not constitute consent to contractual terms that differ from our terms. These terms and conditions also apply as a framework agreement for all other legal transactions between the contracting parties.
2. Conclusion of contract
A contract offer from a customer requires an order confirmation. Sending the goods ordered by the customer also results in the conclusion of the contract. If offers are sent to us, the offeror is bound by an appropriate, but at least 14-day period from receipt of the offer.
Unless otherwise stated, all prices quoted by us are exclusive of VAT. If the wage costs change due to collective bargaining regulations in the industry or in-house qualifications or if other cost centers relevant for the calculation or for the provision of services such as those for materials, energy, transport, external work, financing etc. change, we are entitled to do so To increase or decrease prices accordingly. Point 3 does not apply to consumer transactions.
4. Terms of payment, default interest
Unless otherwise agreed, our claims are to be paid in cash step by step against handover of the goods. Discount deductions require a separate agreement. In the event of a delay in payment, including partial payments, any cash discount agreements will also lapse. Customer payments are only deemed to have been made when they are received in our business account. If the customer defaults on payment, we are entitled, at our option, to request compensation for the damage actually incurred or default interest at the statutory rate. In the event of late payment by the customer, our company is entitled to request compound interest from the date of delivery of the goods.
5. Withdrawal from the contract
In the event of a delay in acceptance (point 7) or other important reasons, such as in particular bankruptcy of the customer or bankruptcy rejection due to lack of assets, as well as in the event of a delay in payment by the customer, we are entitled to withdraw from the contract, provided that both parties have not yet fully fulfilled it. In the event of withdrawal, we are at fault of the customer to choose a flat rate compensation of 25% of the gross invoice amount or to have the damage actually incurred. If the customer defaults on payment, we are released from all further performance and delivery obligations and are entitled to withhold outstanding deliveries or services and to request advance payments or guarantees or after settlement
to withdraw from the contract within a reasonable grace period. If the customer - without being entitled to do so - withdraws from the contract or requests its cancellation, we have the choice to insist on the fulfillment of the contract or to agree to the cancellation of the contract; in the latter case, the customer is obliged, at our option, to pay flat-rate compensation in the amount of 25% of the gross invoice amount or the damage actually incurred.
In the case of distance contracts (§§ 5a ff Consumer Protection Act), the consumer can withdraw from the contract within 7 working days, whereby Saturdays do not count as working days. The period begins on the day the goods arrive at the consumer or, in the case of services, on the day the contract is concluded. It is sufficient to send the cancellation notice within this period. If the consumer withdraws from the contract in accordance with this provision, he must bear the costs of returning the goods; if a loan was taken out for the contract, he must also bear the costs of the required authentication of signatures and the charges (fees) for granting the loan. A withdrawal is not possible for services whose execution begins as agreed within 7 working days of the conclusion of the contract.
6. Reminder and collection expenses
In the event of default, the contractual partner (customer) undertakes to replace the reminder and collection expenses incurred by the creditor, insofar as they are necessary for the appropriate legal prosecution, and in particular undertakes to replace the remuneration of the inserted debt collection agency as a maximum result from the regulation of the BMWFW regarding the maximum fees due to the collection agencies. If the creditor operates the dunning process itself, the debtor undertakes to pay an amount of EUR 20.00 per reminder and an amount of EUR 10.00 per half-year for keeping the debt relationship in the dunning system.
7. Delivery, transport, default of acceptance
Our sales prices do not include costs for delivery, assembly or installation. On request, however, these services can be provided or organized by us against separate payment. The costs actually incurred for transport and delivery, together with an appropriate directors' surcharge, will be invoiced, however, at least the freight and vehicle wages of the selected mode of transport that are applicable or customary on the day of delivery. Assembly work is calculated according to the time required, whereby an industry-standard man-hour rate is considered agreed.
If the customer has not accepted the goods as agreed (default of acceptance), we are entitled, after the unsuccessful grace period, to either store the goods with us, for which we charge a storage fee of 0.5% of the gross invoice amount per calendar day, or at the risk and expense of the customer with an authorized trader.
At the same time, we are entitled to either insist on the fulfillment of the contract or, after setting an appropriate grace period of at least 2 weeks, to withdraw from the contract and otherwise use the goods.
8. Delivery period
We are only obliged to perform the service as soon as the customer has fulfilled all of his obligations that are necessary for the execution, in particular all technical and contractual details, preparatory work and preparatory measures. We are entitled to exceed the agreed dates and delivery times by up to two weeks. Only after this period has expired can the customer withdraw from the contract after setting a reasonable grace period.
9. Place of performance
The place of performance is the seat of our company or our business premises and warehouse, unless expressly agreed otherwise.
10. Minor changes in performance
If it is not a consumer transaction, minor or other changes to our performance or delivery obligation that are reasonable for our customers are deemed to have been approved in advance. This applies in particular to deviations caused by the matter (e.g. in terms of size, color, structure, etc.).
All claims for damages are excluded in cases of slight negligence. This does not apply to personal injury or, in the case of consumer transactions, damage to items taken over for processing. The existence of slight or gross negligence, unless it is a consumer business, has to prove the injured party. If it is not a consumer transaction, the limitation period for claims for damages is three years from the transfer of risk. The provisions on compensation for damages contained in these terms and conditions or otherwise agreed also apply if the compensation claim is made in addition to or instead of a warranty claim. Before connecting or transporting EDP-technical products or before installing computer programs, the customer is obliged to adequately secure the existing data on the computer system, otherwise he is responsible for lost data and for all related damage.
12. Product liability
Claims for recourse within the meaning of Section 12 of the Product Liability Act are excluded, unless the person entitled to recourse proves that the error was caused in our sphere and was at least grossly negligent.
13. Retention of title and its assertion
All goods are delivered by us with retention of title and remain our property until full payment. In the assertion of the retention of title, there is only a withdrawal from the contract if this is expressly declared. When taking back goods, we are entitled to offset transport and manipulation expenses. In the event of third-party access to the goods subject to retention of title - in particular through attachments - the customer undertakes to point out our ownership and to inform us immediately. If the customer is a consumer or not an entrepreneur whose ordinary business involves trading in the goods we have purchased, he may not dispose of the reserved goods until the outstanding purchase price has been paid in full, and in particular may not sell, pledge, give away or lend them. The customer bears the full risk for the goods subject to retention of title, in particular for the risk of destruction, loss or deterioration.
14. Assignments of claims
In the case of delivery subject to retention of title, the customer hereby assigns to us its claims against third parties, insofar as these arise from the sale or processing of our goods, until our claims are finally paid. On request, the customer has to name his customers and inform them of the assignment in good time. The assignment must be entered in the business books, especially in the list of open items, and made clear to the buyer on delivery notes, invoices, etc. If the customer is in arrears with his payments, the sales proceeds received must be segregated and the customer only holds them on our behalf. Any claims against an insurer have already been assigned to us within the limits of § 15 Insurance Contract Act. Claims against us may not be assigned without our express consent.
If it is not a consumer transaction, the customer is not entitled to withhold a complaint, but only a reasonable part of the gross invoice amount, except in the case of reverse processing.
16. Choice of law, place of jurisdiction
Austrian law applies. The applicability of the UN sales law is expressly excluded. The contract language is German. The Parties agree to Austrian domestic jurisdiction. If it is not a consumer business, the competent court at the registered office of our company has exclusive local jurisdiction to resolve all disputes arising from this contract.
17. Data protection, change of address and copyright
The customer consents to the fact that the personal data contained in the purchase contract will also be saved and processed by us in an automated manner in the performance of this contract. The customer is obliged to notify us of changes to his residential or business address as long as the contractual transaction is not completely fulfilled by both parties. If the notification is omitted, explanations are also deemed to have been received if they are sent to the last published address. Plans, sketches or other technical documents as well as samples, catalogs, brochures, illustrations and the like always remain our intellectual property; the customer does not receive any kind of rights of use or exploitation.
18. Final provisions
Should individual provisions of this contract be ineffective or unenforceable or become ineffective or unenforceable after the conclusion of the contract, the remaining validity of the contract remains unaffected. The ineffective or unenforceable provision shall be replaced by the effective and feasible regulation, the effects of which come closest to the economic objective that the contracting parties have pursued with the ineffective or unenforceable provision. The above provisions apply accordingly in the event that the contract proves to be incomplete.