Managing Director / Owner:
Ing. Christian Bitschnau, +43 664 8367014
Kevin Lins MSc., +43 660 5082311
Commercial register number: FN482376 b
Commercial register court: Landesgericht Feldkirch
Authority acc. ECG: Bezirkshauptmannschaft Bludenz
VAT-Number: ATU 72778336
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INNOcomposites GmbH 2017
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INNOcomposites GmbH General Terms and Conditions of Sale (GTC)
INNOcomposites GmbH, hereinafter referred to as “COMPANY”, operates the production and sale of fiber composite plastics of all kinds. Deliveries and services to contractual partners, hereinafter referred to as “CUSTOMER”, are based on the following terms and conditions.
I. General provisions
- Orders are only binding with regard to the type and scope of delivery by the order confirmation of the COMPANY. Changes and additions must be in writing.
- These terms and conditions also apply in case of continuing business relationships for future orders, where they are not expressly referred to, if they have been agreed by the parties in a previous order. Should other provisions replace these general terms and conditions, they must be expressly agreed by the two parties. Should individual provisions be ineffective, the remaining conditions are not affected.
- Conditions of purchase of the CUSTOMER only apply if they are expressly accepted by the COMPANY.
- Unless otherwise agreed, prices shall be Ex Works inclusive VAT in the respective statutory amount and exclusive of packaging.
- Prices for molds also include sampling costs, but not the cost for testing equipment and changes requested by the CUSTOMER.
III. Delivery and acceptance obligations
- Delivery periods begin upon receipt of all documents required for the execution of the order, if applicable, timely provision of material and agreed down payments.
- If an agreed delivery time is not adhered resulting out of the COMPANY’s fault, the CUSTOMER shall be entitled to demand reasonable compensation or to withdraw from the contract after expiry of a reasonable grace period, if CUSTOMER pointed out the rejection of the order at the time when setting the grace period.
- Reasonable partial deliveries as well as deviations from the orders up to +/- 10% are permissible.
- The COMPANY is obliged to accept follow-up orders with reasonable delivery deadlines if COMPANY has the right of ownership of the order’s molds, tools and fixtures or the obligation to retain CUSTOMER molds, tools and fixtures. This obligation is not linked to previous price agreements. The same applies to current orders when cost factors (such as commodity prices, exchange rates, etc.) change significantly.
- Events of force majeure at the COMPANY or its subcontractor extend the delivery time accordingly. This also applies to governmental interventions, energy and raw material supply difficulties, strikes, lockouts and unpredictable delivery difficulties, if they are not the responsibility of the COMPANY. The COMPANY shall inform the CUSTOMER immediately. The COMPANY shall minimize any impairment to the CUSTOMER, if necessary by releasing molds, tools and fixtures for the duration of the impediment.
IV. Transfer of risk, packaging and shipping
- The risk is transferred to the CUSTOMER even when shipped free of charge upon leaving the factory.
- In the case of delays of dispatch for which the CUSTOMER is responsible, the risk already passes with the notification of readiness for dispatch.
- Unless otherwise agreed, the COMPANY chooses the packaging and shipping method at its best discretion. Upon written request of the CUSTOMER, the goods will be insured at CUSTOMER expense against breakage, transport and fire damage.
V. Material supplies
1. If materials are provided by the CUSTOMER, they must be delivered at CUSTOMER expense and risk with a reasonable quantity surcharge, but at least 5%, timely and in accordance with the agreed specification.
2. If these conditions are not met, the delivery time will be extended accordingly. Except in cases of force majeure, the CUSTOMER shall bear the additional costs incurred for the resulting production interruptions.
VI. Shapes, tools, fixtures
1. If the COMPANY owns the molds, tools and fixtures, these will only be used for orders of the CUSTOMER if the CUSTOMER fulfills all payment and acceptance obligations. The COMPANY’s obligation to store the molds, tools and fixtures expires two years after the last delivery of the parts and after prior notification to the CUSTOMER.
2. If the CUSTOMER owns the molds, tools and fixtures, the COMPANY has the right to retain the molds, tools and fixtures until the CUSTOMER has fulfilled all terms of the agreement. The transfer of molds, tools and fixtures to the CUSTOMER will be replaced by the obligation of the COMPANY to retain them. Regardless of the CUSTOMER’s statutory right of return and the lifetime of molds, tools and fixtures, the COMPANY shall be entitled to the exclusive ownership of the molds, tools and fixtures until the acceptance of a minimum quantity to be agreed and/ or until the expiry of a certain period. The COMPANY must mark the molds, tools and fixtures as third-party property and, at the request of the CUSTOMER, insure them at CUSTOMER expense. In the event of releasing the molds, tools and devices and the associated transfer of know-how, the COMPANY has a claim to appropriate compensation.
3. In case of CUSTOMER’s own molds, tools and fixtures in accordance with Article 2 and/ or forms, tools and fixtures provided by the CUSTOMER, the liability of the COMPANY for storage and care shall be limited to the care as good as in their own affairs. Costs for maintenance and insurance shall be borne by the CUSTOMER. All obligations of the COMPANY expire if, after completion of the order and the corresponding request, the CUSTOMER does not collect the molds, tools and fixtures. In such event, the COMPANY is entitled to return the molds, tools and fixtures at CUSTOMER’s expense. As long as the CUSTOMER has not entirely fulfilled its contractual obligations, the COMPANY shall in any case have the right of retention of the molds, tools and fixtures.
VII. Retention of title
- Deliveries shall be made subject to retention of title, including the extended retention of title, insofar as this right is governed by the laws of the country concerned. If necessary, appropriate agreements must be made.
- The same applies to deliveries outside the scope of these general terms and conditions, provided that a retention of title or a prolonged retention of title in the country where the goods are at the time of assertion is legally possible. Otherwise, the CUSTOMER is obliged to give the COMPANY all the rights which the legislation in the country of the COMPANY provides for securing the claims.
VIII. Liability for defects / product liability
- The CUSTOMER is solely responsible for the design and functionality of the parts, even if advised during development – unless the COMPANY gives a corresponding written assurance.
- Notifications of defects must be made in writing without delay, at the latest two weeks after receipt of the delivery. For hidden defects, this period is extended to one week after completion, but at the latest six months after receipt of the goods.
- In the case of a justified complaint, the COMPANY shall be obliged to remedy the defect or provide a replacement free of charge. If the COMPANY fails to comply with these obligations within reasonable deadlines, the CUSTOMER is entitled to declare a reduction or withdraw from the contract. Further claims are excluded. Defective parts that have been replaced are to be returned at the request of the COMPANY at its expense.
- Liability under national product liability law remains unaffected.
- Unauthorized reworking or improper handling will result in the loss of all warranty claims. Only to prevent disproportionately large damages the CUSTOMER is entitled to repair after prior notification to the COMPANY and to demand compensation for the reasonable costs.
IX. Terms of payment
1. All payments must be made in agreed currency exclusively to the COMPANY.
2. Unless otherwise agreed, the purchase price
a) for molds 50% upon order confirmation and 50% 30 days after presentation of contractual type sample in each case pay without discount. In the case of change orders of the CUSTOMER before completion of the mold and confirmation by the COMPANY, all costs incurred to date shall be reimbursed.
b) to be paid for finished parts or other services within 30 days of the invoice date. Any cash discount requires the settlement of all previous invoices due.
3. In the event of default in payment, default interest at the rate the bank charges to the COMPANY for overdraft facilities is payable without notice to CUSTOMER.
4. If justified doubts arise about the solvency of the CUSTOMER, all claims of the COMPANY shall become due immediately. In addition, the COMPANY is entitled to withdraw from the contract after a reasonable period of grace or to claim damages for non-performance.
X. Property rights
1. The CUSTOMER shall be liable to the COMPANY for the freedom of the supplies and services ordered regarding property rights held by third parties, indemnify the COMPANY from all corresponding claims and shall be liable for any damages incurred.
2. Design documents, models etc. of the COMPANY remain its property and may only be used or passed on with its approval. If a delivery contract is not concluded due to the fault of the CUSTOMER, the COMPANY shall be entitled to reasonable compensation for the advance services rendered.
XI. Fulfillment and jurisdiction
1. Place of performance is the location of the COMPANY.
2. The place of jurisdiction is the location of the COMPANY, the registered office or the location of the CUSTOMER, at the option of the COMPANY.
3. Austrian law shall apply.
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