General terms and conditions of Prillinger Gesellschaft m.b.H.
1. General/Place of jurisdiction
All deliveries are subject to the delivery and payment conditions of Prillinger Gesellschaft m.b.H (hereinafter referred to as “PRILLINGER”). The customer’s terms and conditions of purchase which contradict these general terms and conditions shall not be recognised. Oral side agreements and special agreements shall only become legally valid when they have been confirmed in writing by PRILLINGER. The possible invalidity of individual conditions shall not affect the validity of the remaining terms of delivery and payment.
Austrian law shall apply to contractual relationships with PRILLINGER, including the question of their valid conclusion, to the exclusion of the conflict of law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction shall be the court in 4600 Wels which is to be considered in terms of competence. The place of performance is the registered office of PRILLINGER – Wimpassinger Straße 81, 4600 Wels.
2. Offers/Conclusion of contracts
Tenders shall be drawn up on the basis of the documents and information available on the offer date and shall be valid for 3 weeks, unless stated otherwise. The offers and prices drawn up by PRILLINGER are based on the PRILLINGER price list valid on the day the contract is concluded.
Contracts shall not be deemed concluded until a written order confirmation has been issued. If the customer expressly does not wish the written order confirmation to be sent, any order confirmation shall be deemed accepted even if it has not been sent.
3. Delivery period
The delivery dates stated by PRILLINGER are non-binding and approximate. No liability is assumed for delayed delivery or consequential damages, in particular if these are due to the fault of third parties, such as suppliers or transport service providers. PRILLINGER is entitled to withdraw from the contract if the customer’s financial situation deteriorates considerably and/or liabilities from earlier deliveries are outstanding in the event of default in payment.
If PRILLINGER is prevented from fulfilling its obligations due to unforeseeable extraordinary circumstances (e.g. disruption of operations, delay in delivery by suppliers, official intervention), the delivery period shall be extended by a reasonable period if the delivery or service is not completely impossible.
The prices quoted by PRILLINGER represent net amounts and are ex warehouse, exclusive of freight and packaging costs and transport insurance. Orders for which fixed prices have not been expressly agreed shall be invoiced at the list prices (current price) valid on the day of delivery. All changes of price factors occurring after conclusion of the contract (date of order confirmation) which are beyond the sphere of influence of PRILLINGER shall apply for the customer. In particular, any increase in freight costs shall be borne by the customer.
In the case of sale by delivery to destination, the risk of accidental loss (e.g. disappearance), accidental deterioration of the item (e.g. damage) and delay (e.g. delayed delivery) shall pass to the customer at the latest when the goods are handed over to the transport service provider, irrespective of whether the goods are dispatched from the place of performance or who bears the freight costs. If the item is handed over in person (collection) at the request of the customer, the risk described above shall pass to the person collecting the item when the goods are handed over. If dispatch is delayed for reasons within the sphere of influence of the customer, the risk shall pass to the customer on receipt of readiness for dispatch. PRILLINGER is under no obligation to take out insurance against transport damage.
If delivery becomes completely impossible due to the above circumstances, PRILLINGER shall be released from its obligation to deliver without being liable to pay damages to the customer.
PRILLINGER has also fulfilled its delivery obligation if the customer does not accept the article. Any additional delivery attempts shall be charged to the customer.
PRILLINGER is entitled to determine the type of dispatch and packaging itself.
6. Warranty, product liability and damages
PRILLINGER grants its customers a warranty period of 12 months. The warranty period shall begin with the delivery date (delivery date note) of the article to the customer. The customer must immediately inspect the item received for obvious defects and notify PRILLINGER in writing of any defects. Failure to comply with this inspection obligation shall result in the voiding of the warranty claim.
Wear and tear of parts, improper handling, excessive use or similar circumstances are excluded from the warranty. PRILLINGER is also not liable for any consequential damage caused by a defect.
If a warranty claim is made and it turns out after examination by PRILLINGER that this is not justified, the costs incurred (e.g. transport, examination) shall be charged to the customer.
PRILLINGER shall decide on the type of fulfilment of recognised warranty claims (repair, replacement, price reduction, conversion). Negligence (e.g. in the case of a notification period) or changes (e.g. removal of the article) without PRILLINGER’s prior written consent shall void the warranty claim. If PRILLINGER has claims against the customer, the customer acknowledges that these claims shall only be reimbursed to the extent that they are also acknowledged by the manufacturing company or PRILLINGER’s sub-supplier. PRILLINGER shall only be liable for damages which are attributable to intentional or grossly negligent conduct, provided that no personal injury is involved.
In PRILLINGER catalogues and advertising materials as well as in the PRILLINGER web shop with the note “Can be used instead of” or articles marked “Compatible with” are not original spare parts and do not necessarily originate from the original manufacturer. With the wording “Can be used instead of” it cannot automatically be assumed that the article also has characteristics fully identical to original spare parts. Original spare parts are always marked as such.
The personalised online shop access provided must not be passed on to third parties (whether inside or outside the company). The contents of the online shop may not be changed, copied or used in any other way.
7. Returned goods
The following articles will not be taken back by PRILLINGER:
- Articles whose purchase (delivery date note) dates back more than one year.
- Articles that have been specially made/cut to length for a customer
- Articles purchased specifically for a customer from a PRILLINGER supplier
- Articles with an item value of less than € 5.00
- Articles whose return is excluded in writing in PRILLINGER catalogues and advertising materials, as well as in the PRILLINGER online shop
8. Terms of payment
The payment deadline shall commence on invoicing (date of invoice). If the due date is exceeded, PRILLINGER shall be entitled to charge interest in the amount of eight percentage points above the respective base interest rate (Euribor). In the event of default in payment, the customer undertakes to pay all dunning and bank charges, collection costs as well as the costs of any dunning action at court.
If the agreed term of payment is exceeded, any further claims against the customer shall also become due for payment immediately. In this case, PRILLINGER shall be entitled to demand advance payment for any further deliveries or to make deliveries only contemporaneously with payment.
If there are counterclaims recognised by PRILLINGER’s customers or established by the court, the customer may offset his counterclaims.
The due date of payment shall not be postponed by any warranty, compensation, product liability or other claims.
9. Retention of title
The delivered goods shall remain the property of PRILLINGER until all claims have been paid in full. The inclusion of individual claims in a current account, as well as their balancing and recognition shall not affect the retention of title. Payment shall be deemed to have been made only on receipt of the equivalent value by PRILLINGER.
The customer is entitled to resell the goods subject to reservation of title in the normal course of business. However, he is not permitted to pledge, transfer by way of security or assign by way of security. The customer is required to secure PRILLINGER’s rights to the resale of goods subject to the reservation of title on credit. The customer hereby assigns to PRILLINGER the claims of the customer from the resale of the goods subject to reservation of title and PRILLINGER accepts this assignment. Notwithstanding the assignment of the claim and PRILLINGER’s right to collect, the Customer shall be entitled to collect as long as he fulfils his obligations towards PRILLINGER and does not go bankrupt. At the request of PRILLINGER, the customer must provide the information required for collection about the assigned claims and demonstrably notify the respective debtors of the assignment of the claim.
In the event of default in payment, PRILLINGER shall be entitled to collect the goods subject to retention of title. All transport and handling costs in this case are to be settled by the customer. In the event of processing, blending or combining the goods delivered by PRILLINGER with other components, PRILLINGER shall acquire co-ownership of the resulting products in the ratio of the value of the delivered goods to that of the other components.
The customer must inform PRILLINGER immediately of the enforcement measures taken by third parties against the goods subject to reservation of title or the claims assigned in advance, handing over the documents necessary for an intervention.