GENERAL TERMS AND CONDITIONS (GTC)
1.1 The following general terms and conditions apply to all offers, legal transactions, deliveries, services and other business transactions of our company, even if no express reference is made to them.
1.2 When the term “contractual partner” is mentioned below, this always means the contractual partner or customer of our company.
1.3 The contractual partner is expressly informed that our employees are not authorized to make agreements that deviate from these general terms and conditions. The contractual partner’s general terms and conditions or other deviating agreements only apply with our express written consent.
1.4 These General Terms and Conditions are available on our premises and are published here www.mpw-lichttechnik.com/agb-b2b available for viewing and downloading.
2.1 Unless otherwise agreed, our cost estimates are non-binding and subject to payment. The amount of the fee for the cost estimate will be agreed separately. In the absence of a separate agreement on the amount, 10% of the net offer amount is deemed to be agreed.
2.2 We assume no liability for the accuracy of a cost estimate. If unavoidable cost overruns of less than 15% arise after the order has been placed, these costs can be invoiced by us without a separate notification. If there are cost increases of more than 15%, we will inform the contractual partner. In this case, the contractual partner can withdraw from the contract in writing within 3 days of notification, whereby he must reimburse the expenses we have already incurred as well as the deliveries and services provided to date. If the contractual partner does not declare withdrawal, the excess is deemed to have been approved by him.
2.3 Our cost estimates and offers as well as the plans, sketches, drawings and other documents produced by us remain our intellectual property and may not be passed on to third parties without our express written consent. If the order - for whatever reason - is not placed or not carried out, then all plans and documents must be handed over immediately upon our request and the costs for our previous services (plans, consultations, etc.) must be paid. Copies and copies of plans and documents must be demonstrably destroyed upon our request.
3.1 Our information in non-binding offers, catalogs, brochures, price lists, etc. are non-binding unless they are expressly designated as binding. They only become part of the contract if they are expressly referred to in the purchase contract or order confirmation. Descriptions of the delivery item and technical information are non-binding and do not constitute a guarantee of specific properties.
3.2 When ordering by email, the confirmation of receipt/sending is not considered an order confirmation. Silence by our company does not constitute consent.
3.3 The content of an order confirmation must be checked by the contractual partner. The contractual partner is obliged to immediately notify in writing of any deviations from the order submitted by him. Otherwise, the legal transaction will be concluded with the content of our order confirmation.
4.1 The agreed prices are in euros plus VAT at the statutory rate. Unless expressly agreed otherwise, the prices do not include the costs for transport, assembly or installation. Such services are only provided if expressly agreed and a separate fee is charged.
4.2 We reserve the right to subsequently adjust the purchase price for contracts with an agreed delivery time of more than three months from the conclusion of the contract due to increases in material prices or taxes. Unless otherwise agreed, appropriate prices will be charged for order changes or additional orders requested by the contractual partner.
4.3 We are entitled to demand a deposit of a maximum of 50% of the gross total price. The deposit will be deducted from the final invoice amount.
4.4 For partial deliveries, we are entitled to issue partial invoices.
4.5 Unless otherwise agreed, our invoices are due for payment within 14 days of the invoice date. Any warranty claims or other objections of the contractual partner (e.g. delay, exceeding service or delivery times) do not extend the payment deadline and do not prevent the due date.
4.6 Payment must be made in cash or by bank transfer. We are not obliged to accept other means of payment (e.g. bills of exchange or checks). Exceptionally, acceptance is only made on account of payment. The contractual partner shall bear all discount, collection charges or other costs associated with non-cash payments.
4.7 Discounts must be agreed separately and are only available if payment is made on time. If the contractual partner stops or defaults on payment, agreed discounts, rebates, bonuses, etc. will not be granted, so that the contractual partner must pay the unreduced prices.
5.1 We are entitled to deliver or ship the goods using company-owned vehicles, through freight carriers commissioned by us, by post or by train.
5.2 The provision of objectively justified partial services or partial deliveries is in any case permitted.
5.3 Delivery times and dates will be adhered to as far as possible, but are non-binding and begin at the earliest when all technical, financial and commercial requirements have been met by the contractual partner and any down payment has been received by us. If the order is changed – for whatever reason – we reserve the right to extend the delivery time.
5.4 The contractual partner is obliged to accept the deliveries and services provided by us. Any defects discovered during acceptance do not entitle the contractual partner to refuse acceptance, but must be asserted within the scope of the warranty.
6.1 The place of performance applies
6.2 The assumption of risk is transferred to the contractual partner at the place of performance. This applies even if the contractual partner refuses to accept the delivered goods, the goods cannot be delivered or dispatched due to the contractual partner's fault, and the goods to be picked up as agreed are not picked up or accepted by the contractual partner despite being made available and communicated about this.
7.1 The contractual partner must create the necessary structural, technical and legal requirements to carry out our deliveries and services. In particular, the contractual partner must obtain any official approvals and other authorizations from third parties at his own expense. Our obligation to provide services begins at the earliest when these requirements are met.
7.2 If the contractual partner provides plans or measurements, he is liable for their accuracy. If an instruction from the contractual partner turns out to be incorrect, we will inform them and request instructions. If instructions are not given in an appropriate timely manner, the contractual partner will suffer the consequences of default.
8.1 The goods delivered by us remain our property (reserved goods) until the agreed fee has been paid in full, including interest and any additional costs.
8.2 The contractual partner must store the reserved goods carefully until ownership is transferred to them. He bears the entire risk for the reserved goods, in particular the risk of destruction, loss or deterioration.
8.3 If the contractual partner does not pay, we are entitled to return the reserved goods. For this purpose, the contractual partner declares his consent that we may enter the premises or area where the reserved goods are located and remove or dismantle the reserved goods ourselves.
8.4 If the reserved goods are processed, combined or mixed with other material, we acquire pro rata co-ownership in proportion to the total value of the resulting products.
8.5 In the event that the reserved goods are resold before full payment has been made, the contractual partner hereby assigns, without the need for any further declaration of assignment or communication, the claims arising from the resale of the reserved goods against his customer for the repayment of all claims including additional claims up to the amount of the value of the reserved goods. This assignment also applies mutatis mutandis to the case of processing, combining or mixing of the reserved goods.
8.6 The contractual partner is not entitled to pledge or transfer the reserved goods as security and may not dispose of them in any other way for the benefit of third parties. The contractual partner must notify us immediately of the declaration of bankruptcy over his assets or the seizure of the reserved goods and take all necessary steps to protect our interests.
9.1 If we cannot meet the agreed delivery deadline, there is no delay in delivery and the contractual partner is not entitled to withdraw from the contract and/or claim damages. We will only be in default of delivery after a period of two months has expired. After the 2-month period has expired, the contractual partner is entitled to withdraw from the contract in the event of a delay in delivery for which we are responsible, provided that he sets a reasonable grace period in writing for the delivery or provision of services in the event of other withdrawal from the contract. The grace period is appropriate if it is not less than 50% of the originally agreed delivery or service deadline. The right of withdrawal only applies to the part of the delivery or service with which we are in default.
9.2 If the delay in delivery was caused by an unforeseeable and unavoidable event, the contractual partner has no right of withdrawal. This includes, in particular, delays due to force majeure and circumstances for which we or our suppliers are not responsible (e.g. traffic or operational disruption, delay in transport, transport damage, shortage of workers or raw materials). In this case, the contractual partner will be informed of the event and the expected duration of the disability. The contractual partner only has the right to withdraw if delivery or provision of services becomes ultimately impossible for us.
9.3 The contractual partner is not entitled to any claims for damages, cover purchases or other claims arising from a delay in delivery for which we are responsible or for which we are not responsible.
9.4 If the contractual partner defaults on acceptance, we are entitled to insist on fulfillment of the contract or, after setting a reasonable grace period, to withdraw from the contract and use the goods elsewhere. If acceptance is delayed for reasons for which the contractual partner is responsible, we reserve the right to charge storage costs from the originally agreed date.
9.5 If the contractual partner defaults on payment, default interest of 9.2% p.a. above the base interest rate for business transactions or 4% p.a. for consumer transactions will be agreed. In this case we are also entitled to
9.6 If partial payments are agreed, deadlines will be lost if even a partial payment is made late or not in full. Once the deadline is lost, the entire outstanding balance becomes due for payment immediately. If the deadline is missed, we reserve the right to take the goods delivered under retention of title into custody without withdrawing from the contract until the entire claim, including additional costs, has been completely covered.
9.7 The contractual partner must bear any dunning, debt collection and legal fees that are necessary for appropriate legal action. For entrepreneurial transactions, this includes a flat rate of €400.00 net, without prejudice to any additional operational costs.
10.1 Withdrawal from the contract is not permitted without our consent.
10.2 In the event that our contractual partner withdraws from the contract without justification or we exercise our right of withdrawal due to the contractual partner's delay in acceptance or payment, we are entitled to charge a contractual penalty of 25% of the net order total. The assertion of any additional compensation for damages remains unaffected by this.
11.1 The agreed deliveries and services will be provided in accordance with the list of services on which the offer and/or order confirmation is based.
11.2 The contractual partner must inspect the deliveries and services provided by us immediately after acceptance and report any recognizable defects, shortages or incorrect deliveries in writing immediately, but at the latest within 5 working days of delivery or provision of the service, as well as hidden defects within 5 working days of their discovery. The complaint must be justified in detail and sufficiently substantiated. In the event of unjustified complaints of defects that require extensive inspections, we reserve the right to charge the contractual partner for the costs of the inspection. If the contractual partner fails to make a complaint, he can no longer assert claims for warranty (§§ 922 ff. ABGB), for damages due to the defect itself (§ 933a para. 2 ABGB) or due to an error as to whether the item is free of defects (§§ 871 f. ABGB).
11.3 The warranty period is 6 months from acceptance or handover. If the acceptance or handover of the goods is delayed for reasons for which the contractual partner is responsible, the warranty period will be shortened accordingly. The existence of defects must be proven by the contractual partner. Sections 924 and 933b ABGB do not apply. Warranty claims against us must be asserted in court within the above warranty period of 6 months from acceptance or handover and are otherwise time-barred.
11.4 Minor deviations from a sample, brochure, showpiece, etc., which form the basis of the offer or order and do not impair the intended use, do not constitute defects and are deemed to have been approved in advance by the contractual partner.
11.5 In the case of justified defects, we are entitled, at our discretion, to correct the defect, add what is missing or replace the goods within a reasonable period of time. Multiple improvements and replacement deliveries are permitted. In the event of timely improvement, addition of the missing quantity or replacement delivery, further claims such as cancellation of the contract or price reduction are expressly excluded.
11.6 The warranty expires if the contractual partner or a third party not authorized by us has carried out changes or repairs.
11.7 Negotiating complaints about defects does not waive the objection that the complaint was made too late or was not sufficiently specified. Likewise, discussing or promising to improve alleged defects does not constitute an acknowledgment of any obligation to correct defects.
11.8 The contractual partner is not entitled to offset alleged counterclaims, even if they were raised due to complaints about defects, with our claims or to refuse payments, unless they have been legally established by a court. Any warranty claims do not entitle you to retain the purchase price or any part thereof.
11.9 Any guarantee promises do not apply to our company, but must be claimed from the manufacturer as a manufacturer's guarantee. Regardless of this, guarantee promises are only effective if the goods are used appropriately and correctly, in particular if they are installed professionally and maintained properly. This does not include wear and tear or damage caused by unsuitable or improper use, natural wear and tear, incorrect or negligent handling or storage.
12.1 We are only liable for compensation for damages in the event of intent or gross negligence. Any liability is limited to the typical and foreseeable damages associated with the contract and is limited in amount to the contract value, but at most to the maximum liability amount of the business liability insurance taken out by us.
12.2 Any claims for damages against us must be asserted in court within 6 months of becoming aware of the damage and the perpetrator, unless the statute of limitations otherwise expires. Regardless of this, all claims for damages from our contractual partners expire within two years of the conclusion of the contract.
12.3 We are not liable for indirect damages, lost profits, loss of interest, lack of savings, consequential and financial losses, damages from third-party claims as well as for damages caused by unsuitable or improper use, natural wear and tear, incorrect or negligent handling or storage.
12.4 We and our suppliers are only liable for defective products and for resulting consequential damage within the scope of the mandatory provisions of the Product Liability Act. Protective effects for the benefit of third parties arising from our contracts are excluded.
The contractual partner agrees that his personal data will be included in our customer file until revoked and that he can thus be informed about our products, new products and price promotions. The data is used in accordance with data protection guidelines and the data is not made available to external persons.
The contractual partner hereby irrevocably undertakes to maintain secrecy about all trade and business secrets made accessible to him by us, made available to him or which otherwise become known in connection with or as a result of a business relationship or contact with us and not to make these accessible to third parties in any way whatsoever without the consent of our company.
The confidentiality obligation remains valid for 5 years after the end of the business relationship with our company or, regardless of a business relationship, for 5 years after our company's offer.
We reserve the right to use subcontractors in whole or in part for the delivery or provision of services.
Should individual provisions of these General Terms and Conditions be or become wholly or partially legally ineffective or unenforceable, this will not affect the legal validity of the remaining provisions. In this case, the legally ineffective or unenforceable provision will be replaced by an effective and enforceable provision that comes as close as possible to the legally ineffective or unenforceable provision in terms of content and purpose.
The contract is subject exclusively to Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods. For all disputes arising from this contract, the relevant court at the registered office of our company is agreed.