1. General

The following "Terms and Conditions" apply, as far as not deviations are agreed in writing, for all of the Sustainflex e.U., Dr. Oswin Moro Straße 21/5, A-9500 Villach (hereinafter seller), commercial register number FN 369 122 b, made deliveries and services. Any agreements or commitments by our employees or independent representatives which go beyond these general terms and conditions require for their validity our written confirmation. Our representatives have no power of attorney. Contrary terms and conditions of the purchaser are not considered as part of the contract, insofar as this has been accepted by us in writing. All our offers are subject to change with regard to price, quantity and delivery date and are only part of the purchasing agreement with our written order confirmation within the framework of expressly confirmed points of the contract by us. Verbal or telephonic information or explanations are not binding until their written confirmation, as well as information contained in brochures, catalogues, price lists, circulars, advertisements etc. It contained or implied expected approvals, standard tests, technical data, properties, application and service descriptions, instructions are only to understand as guaranteed properties as the written order confirmation expressly refers to them.

2. Place of performance and place of jurisdiction

The place of performance is regarded as the place of loading, as far as not otherwise agreed; for the payment the location of the seller. As place of jurisdiction the competent commercial court of the seller is agreed.

3. Delivery

Our delivery periods and dates are only approximate; they are only binding if we have expressly accepted them in writing. Furthermore, in the case of disability caused by force majeure on us or on our suppliers, in particular through operational disturbances, strikes, shortages of raw materials and goods we are not liable to keep the delivery date. If we are in a delivery delay the purchaser may, after setting a reasonable grace period, cancel unfulfilled parts oft he contract. Equally we reserve the right in these cases, to withdraw from the contract completely or partly as regards the not yet fulfilled part of the delivery. Compensation claims from the purchaser are excluded unless we have acted with intent or gross negligence. Partial deliveries are allowed. For orders on demand, the delivery period starts with the working day (Monday-Friday) following on receipt of the request. For transport and production related technical reasons, we reserve the right to increase or to reduce deliveries up to 5%. If the buyer does not decrease the goods even after setting a grace period, we can withdraw from the contract or demand damages for non-performance. Returned goods will only be accepted after previous consultation and a payment of 15% manipulation fee and a taking over of return freight costs by the buyer. Returns without exception with a confirmed Sustainflex-return form, special products or special manufactures may not be withdrawn.

4. Shipping - transfer of Risk - delay in acceptance

If not otherwise agreed the dispatch is at the expense and risk of the purchaser from storage location of the goods. By handing over the goods to the first carrier (post, railway, freight forwarder etc.) the risk passes to the buyer (also applies to deliveries in which the seller pays the freight in accordance with the agreement). The unloading of the means of transport at the place of destination hast o be performed by the purchaser or the recipient or its vicarious agent without delay at his own expense and risk. Pallets that are not explicitly defined as disposable pallets have to be either completely replaced immediately upon delivery or otherwise to be returned undamaged to us within 2 weeks at the expense of the purchaser. Otherwise the accounting is carried out to the purchaser at the current cost prices. The buyer also meets all causal costs (demurrage, car parking fees and the like) runned up by his fault. We deliver unloaded, if not expressly agreed otherwise in writing. Trucks organized by us must be unloaded within maximum of 2 hours from arrival at the place of unloading. In case of exceeding this period the resulting idle time and other costs according to carrier bill will be charged to the consignee. If the performance of the contract is defeated by the fault of the purchaser or his vicarious agents, the seller may either claim damages for non-performance or withdraw from the contract. Additional costs may also be charged (storage, transport, distress sale).

5. Warranty - Complaints – Time-limits

Relevant for assessment of the goods is the condition at time of dispatch at the place of performance. The buyer has to show the seller open defects immediately upon acceptance by writing on the delivery note or consignment note. At the time of take-over the goods shall be inspected by the purchaser on their suitability. In case of bad or wrong delivery, the handling and processing or resale is prohibited. In any case the seller must be given the opportunity for reviewing the goods before processing of the goods. Otherwise a warranty is excluded. Shipping damage or short deliveries of goods basically the shipper or carrier is responsible for. Prerequisite for a warranty is the compliance with announced information regarding storage, processing etc. by the seller or in the relevant standards and regulations set policies. Any processing instructions given in the documentation of the seller comply with current knowledge and experience. They are however no representation in the legal sense and are not content of a purchase contract. In the application always the special conditions, both the construction-physics, structural engineering and building regulations must be observed. A warranty from the consultation is excluded in principle.

6. Liability

The liability for inflicted damage we limit to intent and gross negligence. The warranty covers only the pure damage survey (replacement) and is limited with the amount of the order. The seller is not liable for the fulfillment of specific rules, import licenses and approvals within Austria and within the EU, unless they have been expressly agreed in the contract. The liability for damage to property resulting from product liability law as well as product liability claims that may be derived from other provisions are excluded. Compensation, especially for non-performance, positive breach of contract and consequential damages, is entitled to the buyer only for gross negligence or intent. If we have not explicitly acknowledged in writing, claims for damages come under the statute of limitations within 6 months after delivery.

7. Price and payment

Prices are subject to change and refer to the respectively valid price list of the seller or to the order / contract. They apply, unless otherwise agreed ex works, excluding freight, customs and packing, plus VAT at the statutory rate. In case of significant changes in relevant cost factors after submission of offer or order confirmation until the delivery, supplier and customer will agree on an adjustment of prices. For new orders (subsequent orders) we are not fixed to the previous prices. Payment shall be made within 21 days from the invoice date, for the seller free of charge net without any deductions. For payment within 7 days after the invoice date the seller grants 3% discount. Discounts are only granted only if there are no overdue debts. Terms of payment agreed by phone or orally shall not apply if a credit check carried out for each new customers does not permit an open supply. In this case we deliver only for cash or payment by cheque in the acquisition of the goods. In case of default of payment for each reminder bankable interests for delay at the rate of 5% above the rate of the Austrian National Bank and reminder expenses in the amount of EUR 11,- is charged. Counter-claims can not be setted off against the invoice amount. With change in value of the currency it applies the monetary value on the day of accounting as the invoice amount. Bills of exchange are only excepted by agreement with disclaimer of recourse of the invloved bank(s) and then only by way of payment and all costs and charges related to the usage of the bill of exchange are at buyer's expense. Occurs after successful delivery or partial delivery a significant deterioration in asset investment of the purchaser, the invoice is due immediately. Agreed reached bonuses can not be setted off against outstanding claims as long as the buyer is in arrears with 1 or more items.

8. Retention of title

The goods are delivered exclusively under retention of title and are transferred in the property of the buyer only after full payment. In the case of processing the goods to a new product or at connection of the goods with a main item, the seller acquires in this way a joint ownership of the new item or of the main item as long as the reservation of the title is effective. If the purchaser sells the reserved goods on credit, it is deemed that the arising purchase price claims are devoted as assigned to the seller without any need for a separate declaration of assignment. At payment by means of bills of exchange the reservation of title remains for the benefit of the seller until the collection of bill of exchange. The buyer may the goods under retention of title neither pledge nor assign as security.

9. Partial invalidity

If any provision of these terms and conditions in whole or in part be invalid, the remaining provisions remain in full force and effect. In the place of the ineffective clause occurs such a clause which is closest to the purpose and intent in a legal manner.
The information contained in our documents - including drawings, illustrations and graphics - represent the current state of our knowledge and is to the best of our knowledge correct and reliable. However, they do not show an obligatory confirmation of property and suitability. The user hast o evaluate independently the suitability for its intended use. Our liability for these products are based solely on our terms and conditions. Sustainflex specifications are subject to change without notice. Sustainflex also reserves the right to make changes in materials or processing without prior notice to the buyer, which does not affect the compliance with any applicable specification. All prices are exclusive of VAT. Price adjustments and misprints reserved.