General Terms and Conditions (AGB) EZ-Isolierungen GmbH. Austraße 14, A-6200 Jenbach
1. General Information, Field of Application The EZ-Isolierungen GmbH. (EZ) use these general terms and conditions (AGB) as the basis for all their delivery contracts with the clients. As long as no special agreements or conditions have been negotiated and expressly confirmed by us, the following AGB are valid, to which then the clients expressly declare their agreement when the contract is awarded. EZ does not recognize the contract obligations provided by the clients. 2. Offer and Conclusion of the Contract All offers of EZ are subject to change. EZ expressly reserves the right to replace, at any time, designated materials contained in the bidding documents and design drawings with other equivalents. At the same time, EZ obligates itself to promptly inform its clients in that regard. EZ is entitled to the unlimited property and copyright on all documents appended to the offer. The transfer of these documents to a third party needs the prior written permission of the EZ. Offers and cost estimates are non-binding; the contract comes into being after the receipt of the order, in that the written contract confirmation is sent off by EZ. All contracts and their amendments require to be in writing. The client cannot derive the rights, of whatever sort, from the contents of the catalogues, advertising brochures and web presence. 3. Prices The EZ prices, as per the effective pricelist and as per all EZ-price offers, whether written or verbal, remain subject to change/ confirmation and are to be understood as net (after tax), ex factory exclusive of statutory value added tax. All prices are calculated on the basis of the available drawings and data record and are based on the estimation of the immediate costs for the raw material and work., In case of changes in design and data record, as well as in material prices, EZ reserves the right of price adjustment. EZ obligates itself at the same time to immediately inform its clients about the necessary price adjustment. If there is a gap of more than three months between the preparation of the bid and its execution, and the prices change in that time period, EZ is entitled, at the time of delivery, to undertake a corresponding price adjustment. Cost overruns that occur due to the inappropriate condition of the materials supplied by the client, will be billed separately by us. 4. Payment Conditions The payment terms/period for the clients will be indicated by EZ in the offer and the invoice. The granting of a cash discount will be defined for each client in the offer, in the respective confirmation of order and commercial invoice. In the event that the credit period is overrun, we reserve the right to charge default interest at a premium of 5% to the currently valid EUIBOR. An offset or retention by the purchaser is principally ruled out, unless EZ has recognized expressly in writing a counterclaim or the right to offset, or that has been legally stipulated. In special cases, EZ reserves the right to undertake delivery against prepayment or charge forward. This is true especially when the circumstances are such that the credit worthiness of the purchaser is diminished; in that case, EZ is also entitled to a cancellation of contract without it giving rise to any claims on the part of the purchaser. 5. Delivery, Transport Risks and Time Limits 5.1 Shipment / Scope of Delivery In each case, the respective scope of delivery results from the offer documents as well as from the confirmation of offer 5.2 Disposal of Risks In case of carriage paid delivery, the risk is transferred to the client as soon as the product finds itself located in his office premises. In case of delivery ex factory/work, the risk is transferred to the client as soon as the product is handed over by EZ to the transporter for loading/shipment. Transport insurance for shipping and removal of goods is not covered by EZ. It is disposed by EZ only when EZ has been called upon to do so in writing; the recurring costs for that are borne by the purchaser. 5.3 Terms of Delivery The negotiated terms of delivery are indicated in writing in all EZ offers and confirmation of orders. Only in the event of our failure to meet the obligation, the purchaser is entitled to rescind the contract on the condition of a minimal grace period of 15 working days. Other claims or further claims of any kind, in particular also claims on indemnities are ruled out, unless EZ commits gross default or acts deliberately in its failure to meet an obligation 6. Retention of Title The delivered product remains, until full payment of the purchase price by the client, the property of EZ. 7. Packaging Generally, the delivery of the goods occurs in EZ packaging. 8. Warranty 8.1 Time Period The warranty period for the products and services of EZ amounts to one year. 8.2 Notice of Defects (Customer Complaints) The products and services of EZ are to be inspected immediately upon their transfer. Defects are to be reported immediately in writing. Delay in undertaking inspection and complaint leads to a forfeiture of any warranty or indemnity claims. The subsequent processing or changes to the delivered goods is deemed as recognition of the orderliness of the delivery. The existence of a defect/deficit does not entitle the contractual partner to rectify/repair/remove the defect himself or with the help of a third party; rather, EZ must be first offered the opportunity to remedy within an appropriate time-period. 8.3 Negligibility Negligible differences in the degree of processing cannot be deemed as defects and must be reckoned with. 9. Indeminities and Product Liability EZ is subject to the statutory product liability. EZ is liable only for the statutorily stipulated extent of losses and amount with regard to a third party. The client obligates himself to forward to his clients all instructions concerning warnings, directions and services. EZ accommodates an indemnity insurance adjusted to the general business risk. 10. Place of Payment, Jurisdiction, Applicable Law For both parts, the place of payment is A-6280 Zell am Ziller. For all the direct and indirect conflicts arising out of the contract (including note or check receivables), the stipulated place of jurisdiction is herewith the Austrian court, responsible in terms of location and subject matter for A-6280 Zell am Ziller. In case of contractual conflicts, the Austrian law is applicable. The applicability of the UN convention on the contract for the international sale of goods is ruled out. Contractual language is German. 11. Nondisclosure All product information made available by EZ are the intellectual property of EZ. All information made available to the clients by EZ are to be treated confidentially and may not be forwarded by the clients to the third parties. 12. Partial Invalidity/Nullity Should individual clauses of the AGB be or become legally invalid, the validity of other clauses of this AGB remains unaffected. An invalid clause is substituted with a valid one, the content of which comes as close as possible to the economic purpose of the ineffectual clause in question.
