of Salzwelten GmbH, FN 55025w, with its residence in 4830 Hallstatt, Salzbergstraße 21 (SALZWELTEN), with further locations in 8992 Altaussee und 5422 Bad Dürrnberg, Hallein.
The following purchase conditions shall exclusively apply for all orders/contracts, unless otherwise expressly agreed in writing between SALZWELTEN and the Supplier.
SALZWELTEN's order shall form the basis of the contractual relationship. The Supplier shall confirm acceptance of each order in writing on the enclosed duplicate. SALZWELTEN's order number must be quoted on all correspondence relating to the contract. Orders placed verbally in exceptional cases shall only be valid if an order number is given. The order shall also be considered to be accepted in the absence of an immediate statement to the contrary. Any declaration, whereby SALZWELTEN assumes obligations or relinquishes rights, shall be in written form and shall require signature by two persons with the appropriate authority. This shall also apply to the declaration of intent to deviate from this written form. The Supplier’s delivery conditions shall only be valid if SALZWELTEN has expressly acknowledged them in writing.
The delivery shall be packed in the standard commercial manner, appropriately, sensibly and properly. If additionally specified in the order, the delivery shall be made properly packaged in accordance with the shipping instructions stipulated by SALZWELTEN in the order. The Supplier shall bear all costs arising from failure to observe these instructions.
The agreed delivery or service shall not be assigned to subcontractors without SALZWELTEN's written agreement. The agreed delivery date shall be binding. In the event of a delay to the delivery and/or service, even if this only concerns part of the delivery, SALZWELTEN shall be entitled to withdraw from the contract in respect of the whole delivery or the outstanding part, without allowing a period of grace, or to continue to demand fulfilment. However, should the Supplier only realise, after issuing the order confirmation, that it is unable to comply on grounds of Force Majeure, it shall notify SALZWELTEN of this immediately. In the event of delay, SALZWELTEN reserves the right to make full use of the legal recourse available to it. This shall also apply if SALZWELTEN expressly agrees to an announced delivery delay. Only the values determined by SALZWELTEN shall apply for reckoning quantity and weight. In the event of an excess delivery, SALZWELTEN reserves the right to return the excess goods at the Supplier's expense. On the day of dispatch, SALZWELTEN shall be sent a separate detailed dispatch notice for each delivery. A delivery note (packing slip) shall be enclosed with each delivery. In the absence of shipping documents, the consignment shall be stored at the Supplier's expense and risk, pending arrival of the documents. Even if not expressly specified, every takeover at the place of destination shall be subject to the reservation laid down in the warranty conditions. Unless otherwise agreed, the Supplier shall dispose of loading equipment and packaging in an appropriate way.
In the event that, due to unforeseen circumstances, it is not possible for SALZWELTEN to install, use or process the ordered goods in its factory, SALZWELTEN shall reserve the right to withdraw from the contract to the corresponding extent. SALZWELTEN shall inform the Supplier immediately of the occurrence of such an event, providing the usual proofs.
Unless otherwise agreed, prices shall include packaging and free carriage to the place of destination (delivery address) and shall be fixed prices.
Unless otherwise agreed, travel costs shall be remunerated on presentation of the relevant supporting documents as follows:
- for travel from the Supplier’s head office to the respective operating site of the Purchaser and back
- when the use of public transport is reasonable, the costs of this
- otherwise flat-rate payment of the costs of a medium-class rental vehicle; the brands Porsche, Mercedes, Audi, BMW, Volkswagen are expressly excluded
- for overnight stays, accommodation costs including breakfast according to the hotels/bed and breakfast establishments available to choose from at the respective operating site of SALZWELTEN will be reimbursed; the maximum amount is limited to EUR 80.00 net/ for each person.
Unless otherwise specified, invoices shall be sent to SALZWELTEN in paper format or as an electronic document, following the delivery and/or service. Invoices that do not bear the SALZWELTEN order number shall not be valid, shall not be processed by SALZWELTEN and shall be regarded as not having been submitted. Service invoices shall moreover be accompanied by service confirmations. Assignment of the invoiced amount shall only be allowed with SALZWELTEN's prior written consent.
Unless otherwise agreed, payment for accepted deliveries/services shall be made within 30 days net from receipt of invoice. Payment shall not signify acknowledgement of proper completion of the delivery or relinquishment of any due claims. In the event of complaints about deliveries/services, SALZWELTEN shall be entitled to withhold due payments.
8. Contractual penalty
For delayed service performance the Supplier must pay flat-rate damages in the amount of 0.5% of the order item per calendar day, however a maximum of 10% of the order item; the Supplier expressly renounces the reduction of this by a court of law.
Unless otherwise agreed, the Supplier is obliged to take out insurance cover for its services as follows, and maintain this for the duration of the contractual relationship:
Public liability insurance:
- for damage to property and personal injury, and resulting financial losses (including consequential damages): cover of EUR 5,000,000.00 with claims in one year limited to twice the amount of cover
- for purely financial losses: EUR 200,000.00
With validity EU-wide, also for unloading activities, sum insured in the amount of 110% of the order value
Assembly insurance in the amount of the order value
The Supplier shall fully warrant performance in accordance with the order and compliance with all relevant legislation and standards applicable in Austria. It shall likewise be liable for any goods and components it has supplied, even though they are not from its own production, and/or any services rendered. Takeover (acceptance) of the goods shall not be deemed to take place until the goods are used at the place of use (e.g. plants) or upon of their actual employment. The agreed warranty period shall only start running from the time a defect is discoverable. Claims for obvious defects shall be allowed within six weeks of takeover and for hidden defects within six weeks of discovery and shall be deemed to have been made in time. In the event of liability and without prejudice to its rights, SALZWELTEN shall have the option to demand a free replacement delivery, free rectification of the defect or a commensurate price reduction or, after previously notifying the Supplier, to have the identified defects rectified at the Supplier's expense. The Supplier shall send SALZWELTEN any storage and operating instructions with the delivery unprompted, as otherwise it shall be liable for any damages that result from ignorance of these instructions. The Supplier shall declare that it will take all steps to secure the supply chain in compliance with the European Community Customs Code.
11. Withdrawal from the contract / termination
If the Supplier fully or partially fails to meet its material contractual obligations, after setting an appropriate grace period SALZWELTEN can fully or partially withdraw from the contract. SALZWELTEN is entitled to withdraw in particular in the case of non-fulfilment of warranted characteristics.
In the event of withdrawal by SALZWELTEN, the Supplier shall only be entitled to compensation for performances already rendered, in return for proof of the costs thus incurred. Payment for performances not yet rendered is excluded, as is compensation for lost profits. The Supplier shall have no claim from the portion of the order that is saved through the non-execution by SALZWELTEN.
12. Non-transferability of contractual rights
The Supplier must not transfer its contractual rights to third parties without the express consent of SALZWELTEN.
13. Place of fulfilment of the delivery
Unless otherwise agreed, the place of fulfilment of the delivery shall be the place of destination (delivery address) specified in the order. The place of fulfilment for price payment shall be Hallstatt.
14. Legal arrangement
Austrian law shall exclusively apply, excluding the United Nations Convention on the International Sale of Goods and the conflict-of-law rules of private international law.
15. Court of jurisdiction
For domestic transactions and transactions that fall within the scope of the Lugano Convention, other international treaties on jurisdiction and enforcement or relevant EU Directives (Brussels Regulation) and all other foreign transactions: the competent court for Bad Ischl, Austria, shall have exclusive jurisdiction.
For all other foreign transactions: for all other disputes or claims arising from or associated with this contract, including disputes about the validity, infringement, dissolution or nullity of the same, the competent court for Hallstatt, Austria, shall likewise have exclusive jurisdiction. Only in the case of a separate written agreement between SALZWELTEN and the Supplier, shall the arbitration and mediation regulations of the international arbitration court of the Austrian Chamber of Commerce in Vienna (Vienna Rules) apply and the matter shall be finally decided by one or more arbitrators appointed in accordance with these rules.
16. Partial legal ineffectiveness
Partial legal ineffectiveness shall not affect the validity of the rest of the contract. In order to be valid, any changes to the contractual conditions shall require the express written confirmation of both contractual parties.