Conditions - Aromea

General business and delivery conditions Aromea Airdesign GmbH

General
1. These sales and delivery conditions apply to all – also future – deliveries and services of our company within the framework of purchase, work and work supply contracts. The customer’s terms and conditions are expressly rejected. They do not oblige us even if we have not expressly contradicted them again after we have received them.
2. The delivery contract only becomes binding when we send our written order confirmation, unless the acceptance is declared by fulfillment. Subsequent changes to the delivery contract require our written confirmation.
3. Drawings, illustrations, weights, as well as other documents belonging to the offer, unless specifically confirmed, are only approximate. Design changes remain reserved. We reserve property rights and copyrights to cost proposals, drawings, photographs and other documents; they may not be made accessible to third parties without our approval.
4. The most recent version of the “Incoterms” defined by the international chamber of commerce apply to the interpretation of delivery clauses.
Prices and terms of payment
1. The prices are net, without statutory VAT. The purchaser bears packaging and transport costs, unless the net value of the goods exceeds € 300 for new purchases. Advance payments are not considered as partial fulfillment. Bills of exchange and checks only count as payment once they have been cashed. Discount and bank charges are borne by the buyer.
2. Unless otherwise agreed, payment is to be made as follows: 30% down payment within 10 days of the date of the order confirmation, the rest net without deductions on delivery of the goods. In the event of late payment, the purchaser has to pay 4 % interest from the due date onward, but at least 10% above the respective National Bank discount rate; unless the customer can prove that the burden is significantly lower.
3. The customer has no right of retention. Offsetting against counterclaims is only permissible insofar as these are recognized by us as existing and due or have been legally established.
4. If the customer does not meet his contractual obligations towards Aromea Airdesign, including those from pre-orders, Aromea Airdesign GmbH is entitled to suspend all or part of additional services and to demand immediate payment or provision of security. In the event of a significant deterioration in the financial situation of the customer, Aromea Airdesign GmbH is entitled to provide further services even from existing contracts only against prepayment or provision of security.
5. If in the country of destination permits or import licenses and/or an official license to operate are required or should be in the future, the procurement is solely the responsibility of the purchaser.
Delivery time
1. Delivery times are only binding if they have been expressly confirmed as such by Aromea Airdesign GmbH. The delivery deadline is met if the customer has been informed of the readiness for dispatch within the delivery deadline. Any changes in the execution of the delivery item requested by the customer within the delivery period interrupts and extends the delivery period accordingly.
2. Partial deliveries are permitted.
3. The occurrence of unforeseen events entitles us to postpone delivery for the duration of the disabilities and a reasonable start-up time. An unforeseeable event is a circumstance that we cannot avert with due care in the circumstances of the case, e.g. War, currency and trade policy or other sovereign measures, internal unrest, natural disasters, fire strikes, lockouts, no fault of one’s own with non-delivery of raw materials, traffic and operational disruptions and other cases of force majeure which endanger, significantly complicate or make impossible the fulfillment of the delivery contract. In these cases we are entitled to withdraw from the contract without granting compensation. The customer can ask us to explain whether we will withdraw or deliver within a reasonable period. If we do not explain, the customer can withdraw from the contract. The customer cannot reject partial deliveries or partial services.
4. If there is a delay in delivery for other reasons, the customer must set us a reasonable grace period in writing. If the delivery item is not dispatched by us even within this grace period, the customer is entitled to withdraw after the deadline for those parts that were not dispatched by the grace period or were reported as ready for dispatch. Only if the partial services already rendered are of no interest to the customer, he is entitled to withdraw from the entire contract. If the customer incurs damage due to a delay based on our fault, we will compensate for the proven damage, but only in the amount of 0.5% of the purchase price per week of further delivery delays, up to a maximum of 5% of the purchase price. This restriction does not apply insofar as we are liable in cases of intent or gross negligence. The right of the customer to withdraw after the fruitless expiration of a grace period set for us remains unaffected.
5. If the customer does not accept the delivery item at the agreed time, he is still obliged to pay the purchase price. In this case, the delivery item is stored by us at the cost and risk of the customer.
Shipping and warranty
1. The delivery item is shipped at the expense and risk of the customer. When the goods are handed over to the forwarder or carrier, but at the latest when they leave our warehouse or delivery plant, the risk is transferred to the customer, even if they are delivered to their destination. If the dispatch is delayed due to the behavior of the purchaser, the risk passes to the purchaser as soon as the readiness for dispatch is communicated.
2. Transport insurance is only taken out at the request of the customer and at his expense.
Retention of title
1. The delivery item remains our property until all claims have been fulfilled, regardless of the legal reason, even if payments have been made for specially designated claims. Subject to ownership to secure our balance claim applies to the current invoice.
2. The purchaser is entitled to sell the goods subject to retention of title in the ordinary course of business, unless he is in arrears with us, has stopped payments or has requested the opening of judicial bankruptcy or settlement proceedings regarding his assets. The sale is to be noted in his books. It is agreed that the customer’s claims from the resale along with old ancillary rights are already assigned to us, in full, but in the case of resale together with other goods that do not belong to us, only in the amount of our invoice amount for the goods delivered by us. The purchaser is not entitled to dispose of the goods subject to retention of title, in particular for pledging and transferring them to third parties, unless we have given our written consent.
3. The customer is obliged to inform us immediately if third parties assert rights to the reserved goods.
4. The purchaser is entitled to collect the claims assigned to us, whereby collected claims are to be forwarded to us immediately. This authorization expires in the event of default of payment or substantial deterioration in the assets of the customer.
5. In these cases, we are also entitled to request the return of the reserved goods for security purposes, without the client having a right of retention against this claim and without us thereby withdrawing from the delivery contract.
6. If the value of the existing collateral exceeds the secured claims by more than 20% in total, we are obliged to release collateral of our choice at the request of the customer.
Warranty
We are liable for defects and the lack of guaranteed properties under the following conditions and to the following extent.
1. Complaints about incomplete or incorrect delivery or complaints about recognizable defects must be reported immediately, at the latest 10 days after receipt, in writing, by telex or by email. Other defects are to be reported immediately after detection.
2. We guarantee that our services have the properties guaranteed in the order confirmation. The warranty obligation is 24 months. A further warranty is excluded, as far as legally permissible. AROMEA AIRDESIGN makes no guarantee for products in the experimental and development stage, especially prototypes.
3. In the event of justified immediate notification of defects, the warranty is at our option to repair the delivery item or replace defective parts. Parts that are to be replaced must always be sent to us. Replaced parts become our property. The warranty period is neither extended nor restarted by repair or replacement delivery.
4. Our warranty obligation is limited to the assignment of warranty claims against our upstream suppliers. In this case, we could only be used if the satisfaction from the assigned right fails.
5. Our guarantee expires if the delivery item has been dismantled by a third party or has been modified by installing parts of a foreign origin and the damage is causally related to such a change. The warranty obligation also expires if the customer does not or does not properly follow our regulations on the treatment of the delivery item (operating instructions).
6. If we fail to meet our replacement delivery or repair obligation, or fail to do so in accordance with the contract, or if replacement deliveries or repairs fail, the purchaser can demand a reduction in the purchase price.
Liability
1. Unless otherwise stipulated in these conditions, we are only liable for compensation for breach of contractual or non-contractual obligations in the event of intent or gross negligence. However, we are only liable for intent and gross negligence on the part of non-managerial vicarious agents if they violate an essential contractual obligation.
2. This regulation does not affect claims for personal injury or damage to privately used items under the Product Liability Act.
3. All claims against us, regardless of the legal reason, become statute-barred after two years at the latest, unless a shorter limitation period is provided or agreed by law or by the terms of sale and delivery.
Litigation, partial nullity
1. The place of performance and jurisdiction for bills of exchange and checks is Klagenfurt. However, we are also entitled to sue the customer at his seat.
2. All legal relationships between us and foreign buyers are based on the law applicable in the Republic of Austria, as would be applicable between domestic contractual partners.
3. Should one of these provisions be or become invalid or void, the effectiveness of all other provisions or agreements will not be affected. Ineffective provisions are to be replaced by regulations that come as close as possible to the desired economic sense and purpose.