Conditions of Sale
1.Conditions to prevail:
Unless otherwise agreed in writing by the seller these conditions of sale shall override any terms or conditions stipulated, incorporated or referred to by the buyer, whether in the order or in any earlier negotiotions.
2.No acknowledgement of order:
The seller shall be under no obligation to acknowledge receipt of an order from the buyer, and shall be entitled to execute the order without further reference to the buyer.
3.Prices:
Prices are the sellers prices ruling at date of dispatch. If extra expense is incurred as a result of the buyers instructions or lack of instructions, the seller shall be entitled to recover such extra expense from the buyer.
4.Terms of payment:
Payment in full shall b made upon or before dispatch, unless expressly agreed by the seller in advance.
5.Delivery and passing of risk:
Any stipulated time for delivery shall date from the receipt by the seller of the buyers written order. For all deliveries unless otherwise agreed, the seller shall supply the goods ex-works at the buyer´s risk.
6.Delay in delivery:
Delay in delivery shall not give rise to any liability upon the seller, whether or not any time or date is given in this respect.
7.Passing of property:
The property in the goods or any part thereof shall not pass from the seller to the buyer until all goods supplied have been paid for in full.
8.Suspension or cancellation of deliveries:
If the buyer shall fail to pay to the seller on the due date any sum payable to the seller under any circumstances whatsoever of shall have a receiving order in bankruptcy made against him, or shall make any arrangement with his creditors, or being a body corporate shall have a receiver appointed, or if any order shall be made, or any resolution passed for winding up the same, the seller may without prejudice tho ist other rights, either suspend or cancel further deliveries and debit the buyer with any loss sustained thereby.
9.Direct, indirect or consequential loss or damage:
The seller accepts no responsibility in any circumstances for any direct, indirect or consequential loss or damage, howsoever arising, which the buyer may sustain in connection with goods supplied, whether such goods are of the sellers´s own manufacture or not.
10.Liability:
If the goods or any part thereof are defective solely as a result of faulty materials or workmanship of the seller, the seller´s liability shall be limited at it´s discretion, either to replacing such goods or the defective part thereof (as the case may be) or to giving the buyer credit for the value thereof, but no such liability shall arise unless notification of any defect is received by the seller in writing within 10 days from receipt of the goods by the buyer and the allegedly defective goods are thereafter returned to the seller carriage paid.
11.Indemnity:
The buyer shall indemnify the seller against all claims in respect of any loss, injury, or damage sustained by a third party arising from the sale of the goods to the buyer howsoever caused and also against all actions, proceedings, costs, claims, demands and expenses brought or claimed against the seller in repect of the infringement of any patent, trademark, registered design or similar right arising from the manufacture or supply of any goods or the doing of any work or the use of any article or material by the seller to the design or specification or upon the instructions or order of the buyer.
12.Lien:
In addition to any right of lien given by the law, the seller shall have a general lien upon all goods to be supplied to the buyer in respect of all sums due from or claims against the buyer. Without prjudice to any other rights given by law to the seller, the seller may, upon fourteen day´s notice to the buyer, sell any goods of the buyer upon which the seller has any lien and where the property of such goods is at the time of such sale in the buyer, shall be deemed to be his agent for the purpose of effecting such sale. The seller may apply the proceeds of such sale towards the satisfaction of sums due from or claims ogainst the buyer without prejudice to the sellers right to recover the balance from the buyer.
13.Performance contract:
Each delivery shall be considered a separate transaction, and the failure of any one delivery shall not effect the due performance of the contract as regard other deliveries.
14.Force majeure:
If the performance of the contract shall be delayed by any circumstances or conditions beyond the control of the seller including (but without prjudice to the generality of the foregoing) war, industrial disputes, strikes, lockouts, riots, fire, storm, cut of or, accidents, non available or shortage of materials or labour, any statute rule, bylaw, order or requisition made or issued by any Government Department, local or other duly constituted authority, then the seller shall have the right to suspend further performance of the contract until such time as the cause of the delay shall no longer be present.
If the performance of the contract by the seller shall be prevented by any such circumstances beyond the control of the seller, then the seller shall have the right to be discharged from further performance of and liability under the contract. If the seller exercises such right the buyer shall thereupon pay the contract price less a reasonable allowance for what has not been performed by the seller.
15.Arbitration:
Any dispute, difference or question which sahll at any time arise between the parties to the contract as to the construction, meaning or effect of these Conditions of Sale or the rights and liabilities of the parties or otherwise howsoever relating thereto shall be referred to the Viiennese Chamber of Commerce.
16.Law:
The contract shall be subject to and in accordance with the laws of Austria.
