Terms and Conditions
Minlea GmbH | General Terms and Conditions (Version of 12.08.2022)
1. Validity of General Terms and Conditions
Unless expressly agreed otherwise, our General Terms and Conditions of Minlea GmbH (“GTC”), which have been made known to the contractual partner, shall apply in the respective valid version. Our contractual partner agrees that in case of doubt, our terms and conditions shall be assumed in case of use of GTC by them, even if the terms and conditions of the contractual partner remain uncontradicted. Contractual performance on our part shall in this respect not be deemed to be consent to contractual terms and conditions deviating from our terms and conditions. If any ambiguities remain in the interpretation of the contract, they shall be eliminated in such a way that those contents shall be deemed agreed which are usually agreed in comparable cases.
2. Offers, Contracts
Our offers are subject to change. The contract shall be deemed concluded only upon dispatch of a written order confirmation by us.
3. Protection of Plans and Documents / Confidentiality
Plans, sketches, cost estimates and other documents such as brochures, catalogs, samples, presentations and the like shall remain our intellectual property. Any use, in particular passing on, duplication, publication and making available, including copying even of extracts, requires our express consent. All of the above-mentioned documents can be reclaimed from us at any time and must be returned to us without delay and without being requested if the contract is not concluded. Furthermore, our contractual partner undertakes to maintain secrecy towards third parties with regard to the knowledge obtained from the business relationship.
In the absence of any other agreement, we shall be entitled to invoice the work to be performed by us according to the actual amount of work and the expenses incurred by us as a result. For each working hour including travel time EUR 80.00 plus VAT will be charged. Partial hours, including travel time, will be charged as full hours. If no justified objection to our invoice is raised in writing within one week, it shall be deemed approved in any case. We are expressly entitled to make partial invoices, provided that the service is rendered in parts. Unless otherwise expressly stated, all prices quoted by us are exclusive of value added tax. In the event of invoicing, the statutory value added tax shall be added to these prices in each case.
5. Terms of Payment
Unless otherwise agreed in writing, the buyer undertakes to pay the purchase price in full upon conclusion of the contract.
Deliveries shall be made as factory deliveries. Information provided by MINLEA regarding the delivery date and the subject of the delivery or service (e.g. dimensions, tolerances, technical data) as well as the representation of the same by MINLEA (e.g. drawings; illustrations) shall only be approximately authoritative, unless the usability for the contractually stipulated purpose requires an exact conformity. They are not guaranteed characteristics, but descriptions or markings of the delivery or service. Deviations customary in the trade, which are made on the basis of legal regulations or represent technical improvements, as well as the replacement of components by equivalent parts are permissible, insofar as they do not impair the usability for the contractually intended purpose. If the delivery date agreed in writing is significantly exceeded, the customer shall first set MINLEA a reasonable grace period. If the delivery has not been made after expiry of the grace period, the customer shall be entitled to withdraw from the contract by written declaration, to the exclusion of any other rights. If only a part of the delivery is affected, the right of withdrawal shall be limited to this part, unless the delivery made is objectively of no interest to the customer. If MINLEA is in default for reasons for which it is responsible, the customer shall only be entitled to claim damages if the reason for the default is based on intent or gross negligence. Delays in delivery and performance may be caused by force majeure or by events which make delivery substantially more difficult or impossible for us, e.g. subsequent difficulties in procuring materials, operational disruptions, strikes, lockouts, shortage of personnel, shortage of means of transport, official orders, etc. Even if they occur at the supplier or his sub-supplier, MINLEA shall be entitled to postpone the delivery or service by the duration of the hindrance plus a reasonable start-up period or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
7. Interest on Arrears
Even if the customer is not responsible for the delay in payment, we shall be entitled to charge interest on arrears in the amount of 10% above the prime rate per annum; this shall not exclude claims for compensation for proven higher interest.
8. Retention of Title
The goods remain our property until full payment of the purchase price, all costs and expenses. A resale is only permissible if we have been informed of this in good time beforehand, stating the name or company and the exact business address of the purchaser, and we consent to the sale. In the event of our consent, the purchase price claim shall be deemed assigned to us and we shall be entitled to notify the third-party debtor of this assignment at any time. In the event of a plurality of claims on our part, payments by the debtor shall be allocated primarily to those of our claims which are not (or no longer) secured by a reservation of title or other means of security. The customer shall store the reserved goods free of charge for MINLEA. He undertakes to store the goods subject to retention of title separately and to inform MINLEA of the place of installation upon request. The customer may sell and process the reserved goods in the ordinary course of business as long as he is not in default or the conditions for insolvency exist or an application for the opening of insolvency proceedings against his assets has been filed. Pledges or transfers of ownership by way of security are not permitted. In the event of conduct by the customer in breach of the contract, in particular default in payment, the company may take back the reserved goods at the customer’s expense or, if applicable, demand assignment of the customer’s claim for return against third parties. The taking back as well as the seizure of the reserved goods by the company shall not constitute a withdrawal from the contract. In the event of default, we shall be entitled to assert our rights arising from the retention of title. It is agreed that the assertion of the reservation of title does not constitute a withdrawal from the contract, unless we expressly declare the withdrawal from the contract.
9 Claims for Defects, Limitation of Liability and Duty of Examination
The delivered items must be carefully examined immediately after delivery to the customer or the third party named by him and any complaints must be noted immediately on the delivery bill in order to make a legally valid claim and to settle the damage. The actual and detailed damage shall then be sent to MINLEA within four (4) days together with appropriate photo documentation. In case of a timely and justified notice of defect, the customer’s request for rectification shall be limited to the extent that MINLEA may, at its option, deliver defect-free items as replacements or remedy the defect at the place of dispatch or at the supplier’s factory. These warranty claims shall not exist if the delivered product is repaired, modified or refurbished by the customer or a third party without the express consent of MINLEA, if the customer or the third party impedes the rectification work, if the commissioning is carried out contrary to the instructions of MINLEA or if the defect is due to faulty or negligent handling or natural wear and tear. In any case, the customer shall bear the additional costs incurred by the modification. If the delivery item is located outside Europe, MINLEA shall not be liable for transport costs and shall not reimburse them. The warranty period shall be twenty-four (24) months for MINLEA brand products and twelve (12) months for all other products from the date of delivery and, if acceptance is required, from the date of acceptance.
10. Product Liability
Possible recourse claims, which contract partners or third parties direct against us under the title “product liability” within the meaning of the PHG are excluded, unless the person entitled to recourse proves that the defect was caused in our sphere and was at least caused by gross negligence.
Offsetting against our claims with counterclaims of any kind whatsoever is excluded.
12. Formal Requirements
All agreements, subsequent amendments, supplements, collateral agreements, etc. must be made in writing, i.e. also with an original signature or a qualified electronic signature, in order to be valid. Declarations, notifications, etc. addressed to us – with the exception of notifications of defects – must be in writing in order to be legally effective, thus also requiring the original signature or a secure electronic signature.
13. Prohibition of Refusal to Perform and Prohibition of Retention of Title
Justified complaints do not entitle the customer to withhold the entire invoice amount, but only an appropriate part of it.
14. Place of Performance
The place of performance for all obligations arising from the contractual relationship is Vienna.
15. Choice of Law
Austrian substantive law shall apply to this contract.
The competent court in Vienna Inner City is agreed as the place of jurisdiction. However, MINLEA is permitted to sue the customer at the competent court of his registered office (company) or normal place of residence (consumer).
Minlea GmbH | Allgemeinen Geschäftsbedingungen (Fassung vom 12.08.2022)