General Terms and Conditions (GTC) for commercial customers
1. Scope of application
2. Offer and order confirmation
All offers, including price lists and cost estimates, are subject to change. The order confirmation shall be deemed accepted if it is not to be amended by the Buyer within the period stated on the order confirmation. If the Buyer wishes to make changes, these must be sent to STAINER in writing within the specified period. STAINER is not obliged to accept orders from the Buyer.
3. Prices
4. Delivery periods, partial delivery and packaging
(1) A delivery period of two weeks before or after the stated delivery period is permissible or shall still be deemed to have been delivered on time.
(2) Orders and delivery dates confirmed in writing shall apply in all cases and unless expressly agreed otherwise in writing, subject to complete and timely delivery to us. In the case of sales ex works, the delivery period and delivery dates shall be deemed to have been met if the goods leave the factory within the delivery period or on the delivery date.
(3) In the event of delayed delivery or non-delivery for which STAINER is responsible, the purchaser shall only have the right to withdraw from the contract, to the exclusion of further claims, after he has previously set STAINER a reasonable grace period in writing with the declaration that he will withdraw from the contract after expiry of this grace period. Claims for damages resulting from exceeding the delivery period or in case of delay in delivery shall be excluded in any case.
(4) STAINER shall be entitled to make partial deliveries. Excess or short deliveries for technical reasons shall be permitted up to 10% and shall be invoiced proportionately to the agreed price. STAINER shall not be liable for timely / appropriate delivery by the forwarding agent. This shall also apply to force majeure.
(5) Until further notice, all delivered packaging of all tariff categories shall be completely disposed of via the ARA license number 9553 and shall not be taken back. The disposal of packaging material is the responsibility of the buyer.
5. Shipment and transfer of risk
(1) The goods shall be shipped at the Buyer’s expense. The type of shipping route and the means of transportation shall be at STAINER’s discretion. STAINER shall ship the goods in accordance with Incoterms 2020. Those specified delivery clauses shall be noted on the order confirmation and shall be deemed consistent in the execution of the contract vis-Ã -vis the Buyer. If the buyer requests a special type of packaging, a special shipping route or means of transport or insurance against damage of any kind, this must be announced separately in writing in the course of the order and the resulting additional costs shall in any case be borne by the buyer.
(2) The price risk shall pass to the Buyer when the goods are handed over to the forwarding agent or carrier, but at the latest when the goods leave STAINER or the supplying plant. This shall also apply if STAINER has taken over the transportation, installation or assembly at the place of destination.
(3) If the collection is delayed due to circumstances for which STAINER is not responsible, the price risk shall pass to the Buyer at the latest on the day of notification of readiness for shipment.
(4) If the Buyer requests a later delivery than originally agreed, STAINER shall no longer be liable for accidental loss and negligently caused damage to the goods from the original delivery date.
(5) In the event of force majeure or other unforeseeable and extraordinary circumstances (e.g. operational disruption, strike, official intervention, environmental disaster, etc.), STAINER shall be released from its obligation to perform until the resumption of normal business operations and delivery periods and deadlines shall be extended accordingly. Furthermore, STAINER reserves the right to cancel any outstanding delivery commitments.
6. Assembly
7. Default of acceptance
(1) If the Buyer does not accept the goods upon delivery or if the goods cannot be delivered to the Buyer in the case of postal dispatch, STAINER shall be entitled to store the goods at the Buyer’s expense and, after setting a reasonable grace period, to withdraw from the contract and, at its own discretion, to claim damages instead of performance in the amount of 20% of the gross order price.
(2) We reserve the right to claim further damages, in particular for storage costs incurred as well as reduced proceeds in the event of resale.
(3) The buyer is obliged to accept the goods sent or made available for collection without delay and to check that they are correct. In the event of default of acceptance, the Buyer shall bear the risk of accidental loss and for negligent damage to the goods by STAINER or third parties. STAINER shall be entitled to store the goods itself or with a forwarding agent at the Buyer’s expense in the event of default of acceptance.
8. Terms of payment and prohibition of set-off
(1) Unless other terms of payment have been agreed in writing, invoices are due for payment net within 10 days of the invoice date or provision of the delivery item. Default of payment shall occur upon expiry of this day.
(2) The date of payment shall be the date of receipt of payment by STAINER or the date of crediting to STAINER’s account. Bills of exchange or checks shall only be accepted after separate prior written agreement and shall only be deemed payment after they have been honored. Any discount charges and all other costs incurred in connection with the encashment of the bill of exchange or check shall be borne by the Buyer.
(3) Payments shall be made directly to STAINER or to persons with written authorization to collect for STAINER.
(4) Incoming payments can be credited by STAINER to the oldest debt plus interest and costs unless otherwise specified by the Buyer. STAINER reserves the right to demand a discount at any time.
(5) If the Buyer is in default of payment, STAINER shall be entitled to demand interest on arrears in the amount of the usual bank interest. Furthermore, STAINER shall be entitled to withhold outstanding deliveries or services or to demand advance payments or securities.
(6) If the aforementioned terms of payment are not complied with or circumstances become known which, according to dutiful commercial judgment, are suitable to reduce the creditworthiness of the Buyer, all outstanding claims against the Buyer shall become due for payment immediately.
(7) The Buyer may only offset its own claims if its counterclaim is legally related to its liability and has been recognized by STAINER or established by a court.
(8) If the Buyer’s financial circumstances deteriorate or if STAINER only becomes aware after conclusion of the contract that the Buyer’s financial circumstances were already so poor at the time of conclusion of the contract that the fulfillment of the Buyer’s contractual obligations was at risk, STAINER may refuse performance until the counter-performance has been effected or secured. Proof of such financial circumstances of the Buyer shall be deemed to have been provided by, among other things, information from a reputable credit agency or bank.
9. Warranty and liability
(1) For consumer transactions within the meaning of §1 KSchG, the statutory warranty provisions shall apply. For all other transactions, the following special conditions shall apply.
(2) The goods or the work must be inspected by the buyer immediately after delivery or handover. Any defects found must be reported in writing immediately, but at the latest within 3 working days of delivery or handover, stating the nature and extent of the defect. Hidden defects must be reported in writing without delay, at the latest 3 working days after their discovery, stating the nature and extent of the defect. If a notice of defect is not made, not made in time or not made in writing, the goods or the work shall be deemed to have been approved.
The assertion of warranty claims and/or claims for damages as well as the right to contest errors are excluded in these cases. Defects in a part of the delivery do not entitle the buyer to complain about the entire delivery.
(3) The warranty period is 6 months from delivery or handover and is neither extended nor interrupted by attempts at improvement. The existence of a defect at the time of handover shall be proven by the Buyer contrary to the presumption rule of §924 ABGB.
(4) STAINER reserves the right to fulfill warranty claims by replacement, improvement, price reduction or rescission. The assignment of warranty claims or claims for damages is not permitted. In the event of resale or other transfer of the goods by the purchaser, STAINER shall forfeit all warranty claims; the right of recourse pursuant to §933b ABGB (Austrian Civil Code) shall be excluded. Any treatment or processing of the goods shall lead to the exclusion of the warranty.
(5) Special provisions for the delivery of screen printing frames, ski and snowboard foils, other foils, wood, papers or boards used for further processing:
(a) The print motifs shall be checked in advance by the Buyer for correctness, size and status and approved in writing. The buyer must also check that the preliminary and intermediate products sent are in accordance with the contract and approve them in writing. The risk of any errors shall pass to the Buyer with the issuance of the written release, unless they are errors which only occurred or could only be recognized in the production process following the declaration of readiness for printing/declaration of readiness for production.
(b) STAINER shall not assume any liability for the suitability of materials provided by the Buyer. STAINER shall only have to warn the Buyer in the event of an obvious unsuitability of the materials provided; in all other cases an obligation to provide compensation shall be excluded.
(c) It is expressly pointed out that the final product – due to the different manufacturing process and the material used (provided) – may show color deviations compared to preliminary and intermediate products. Color deviations therefore do not constitute a defect.
(d) In the case of the delivery of screen printing frames, films for glass processing, ski and snowboard films or other films, wood, papers and sheets or related contract finishing work or further processing, STAINER shall not be liable for any impairment of the product or material to be finished or further processed, unless the damage was caused intentionally or by gross negligence. Liability for consequential damages (such as impairment of the material provided, downtimes, etc.) or any penalties shall also be excluded, unless the damage was caused intentionally or by gross negligence.
(e) Liability for defective storage of the products shall be excluded in any case.
(6) STAINER shall only be liable for damages if intentional or grossly negligent causation can be proven within the scope of the statutory provisions; this shall not apply to damages resulting from injury to life, body or health.
(7) Warranty claims or claims for damages shall be limited to our own work and the amount shall be limited to the respective order amount.
(8) Paper and wood are natural materials. The natural, biological, chemical and physical properties must therefore be taken into account when purchasing and using them.
(9) Printing errors that are perceived as disturbing at a viewing distance of approx. less than three meters (facades and outdoor applications of less than ten meters) are not grounds for complaint.
(10) Hidden defects must be reported in writing immediately after discovery, but at the latest within three working days of receipt of the goods in the event of any other claim.
(11) The warranty period for movable goods is three months. The presumption period according to § 924 ABGB is excluded. The existence of a defect at the time of delivery must be proven by the buyer. The right of recourse pursuant to § 933b ABGB shall expire two years after STAINER has rendered the service.
10. Retention of title
(1) All delivered and installed goods shall remain the property of STAINER until full payment of the purchase price including interest and ancillary charges.
(2) The retention of title shall also extend to the products resulting from the processing. In the event of processing, combining or mixing with other materials, STAINER shall acquire co-ownership of the resulting products in accordance with the value added shares. Insofar as this share cannot be determined, in accordance with the gross order value, but in any case in the amount of 30% of the value of the total product created.
(3) All claims arising from the sale of goods to which STAINER is entitled to ownership rights shall be assigned by the Buyer to STAINER already now in full – or in case of processing in the amount of the co-ownership share – as security and satisfaction. Upon request, the Buyer shall hand over to STAINER all necessary documents required for collection.
(4) In the event of default of payment, the occurrence of an early due date or in the event of the opening of settlement or insolvency proceedings against the Buyer’s assets, STAINER shall be entitled to assert the retention of title to the entire delivered goods and the Buyer shall in this case be obliged to return the goods to STAINER immediately and to return them to STAINER at its own expense.
(5) The Buyer must always inform STAINER immediately of any seizure or other impairment of ownership by third parties. The Buyer shall also be obliged to bear the costs and measures for the removal of the interference, in particular also the costs of intervention proceedings, seizures, etc.
11. Newsletter, data protection and references
(1) If the customer has ticked the box for receiving advertising e-mails, in particular newsletters, as consent during the ordering process or elsewhere, the customer will receive messages from our company about products, offers and other company-related information. This consent can be revoked at any time and also in each newsletter.
(2) Furthermore, the Buyer agrees to the use of images of manufactured works as reference in brochures, project descriptions or on the website of STAINER or an associated company, etc.
12. Reproduction rights, drawings, print data, samples, images, photos and third-party property rights
(1) Plans, sketches, samples, other technical documents, etc. shall remain the exclusive intellectual property of STAINER.
The reproduction or duplication of delivered goods or the transfer for this purpose to third parties is not permitted without the written consent of STAINER.
(2) The purchaser shall also be liable to STAINER for ensuring that the execution of the services ordered and the use of the drawings, print data, samples, images, photos, etc. provided by the purchaser do not infringe the intellectual property rights of third parties. By submitting these drawings, print data, samples, images, photos, etc., the buyer irrevocably declares that he is entitled to all intellectual property rights, in particular copyrights and other exploitation rights, and that he shall fully indemnify and hold STAINER harmless in the event of claims arising from such infringements by third parties.
(3) The data provided by the Buyer need not be automatically archived by STAINER. Unless the Buyer expressly requests this. In this case, STAINER reserves the right to charge an archiving fee.
13. Place of jurisdiction, applicable law, severability clause
(1) The place of jurisdiction for all disputes arising from the contractual relationship shall be the competent court for the registered office of Stainer, i.e. currently the District Court of Zell am See or the Regional Court of Salzburg. This applies insofar as the buyer is not a consumer within the meaning of §1 KSchG.
(2) This contract is subject to Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(3) If individual provisions are invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to agree on a new provision that comes closest to the purpose of the invalid provision.
14. Language
Status: 01.10.2024