General terms & conditions
H&S Sensortechnik, Jagern 62, 4761 Enzenkirchen
Status as January 2017
For the deliveries of the H&S Sensortechnik GmbH (hereinafter called “H&S Sensortechnik”) are the General Terms and Conditions (hereinafter called “H&S Sensortechnik”), and the Austrian Contract Law are to apply with
exclusion of the “Vienna Convention”.
1. General information
1.1 This GTC shall be considered as completely acknowledged by the buyers. Contradictory conditions of the buyers are not binding for the H&S Sensortechnik.
1.2 For all declarations or agreements, which differ from this GTC,
the clear written confirmation of H&S Sensortechnik is required to be effective.
2.1 The statements of price in the offers and in the contracts, are in the absence of any other comments, not binding.
2.2 Written offers, which are considered as binding, are valid for 30 days from the date of issue, until there is another validity date on the offer.
2.3 For the correctness of the order documents, especially drawings, material
specifications...etc., sent by the buyer the H&S Sensortechnik shall refuse to accept any responsibility.
3. Object and form of the contracts
3.1 The contracts of sales or contracts for work are to be considered concluded only, if H&S Sensortechnik has confirmed the acceptance of the order in a written form. Sending email or through fax is deem considered as written in form.
3.2 The written order confirmation can be replaced in case of short-term deliveries by the invoice issued.
3.3 The buyer acknowledges that for the validity of declarations by the employees of H&S Sensortechnik in oral form or per phone, the written form is required. The representatives of H&S Sensortechnik have no special authorization to make agreements which are different from this GTC.
4. Tolerance levels in the production
4.1 For the H&S Sensortechnik products are the production tolerance levels of H&S Sensortechnik applied respectively whose place of production. If needed, these can be required from H&S Sensortechnik. The buyer agrees that tolerance levels in the production can be altered without prior notice.
4.2 The H&S Sensortechnik have several places and countries of certified production plants and enjoys the freedom to decide in which plant the products, ordered by the buyer, should be partly or completely produced.
5. Components, acquired and made available
5.1 If the buyer delivers components for the H&S Sensortechnik products ordered by him, then he is obliged to an excess delivery of 2%, but at least 3 pieces additionally.
5.2 H&S Sensortechnik reserves the right for a supplementary acquisition at the costs of the buyer, and for the charging of the production costs incurred, if the components delivered by the buyer are damaged, not appropriate, or not suitable for production of the H&S Sensortechnik products.
6.1 Until there is no other information in the offer, the prices of H&S Sensortechnik are in EURO, excluding VAT (delivery costs, charges and indirect costs are charged to the customer) and ex works. H&S Sensortechnik may adjust the prices in case of significant or exceptional changes in the prices of raw materials.
6.2 In case of prototypes and sample deliveries H&S Sensortechnik insists upon reimbursement of his costs, according to his expenditures.
6.3 The value of a cable confection order and the minimum value of the delivery is, excludes VAT (= net order value) EUR 300, -. In case of orders with a lower net value we will charge in proportionate costs.
6.4 If between signing of the contract and the delivery date the costs for materials, wages or delivery costs increase, or the taxes, resp. duties will be increased beyond of the extent in point 6.1, H&S Sensortechnik may adjust the prices respectively.
7. Terms of delivery
7.1 The delivery deadlines and delivery terms are considered as met, if the commodity is available for the buyer at the place of delivery at that time, which is stated in the order confirmation of H&S Sensortechnik.
7.2 The stated confirm of delivery date at the acceptance of order is not binding appointment. Depending from the order situation are best possible to hold.
7.3 The delivery time is at the offer stated. If the delivery term is given at as a time span, this time span begins with the date of arrival of the order. If Cab Tec does not receive the appropriate data and documents at the right time, or if these are modified afterwards with the approval of H&S Sensortechnik, the delivery deadline will be postponed respectively.
7.4 If not meeting the delivery deadline is not the exclusive failure of H&S Sensortechnik, it shall not make H&S Sensortechnik responsible, neither to entitle buyer to recede form the contract nor to enforce claim for compensation.
7.5 In case of fortuitous event without negligence of H&S Sensortechnik making the delivery impossible, H&S Sensortechnik may restrict or stop the delivery until it becomes possible to deliver the same or at the option of H&S Sensortechnik, cease from the contract without any claim for compensation.
7.6 In case of delay of H&S Sensortechnik are any kind of compensations excluded.
7.7 In case of frame orders with calling in – in absence of any other agreement – within one year from the date of order the entire volume has to be called in. H&S Sensortechnik is entitled to require payment for the entire volume of commodities placed at disposal after expiration of the one-year term.
7.8 H&S Sensortechnik has the right to charge the costs of storage of at least 0,5% of the invoice value for each begun month when a shipment at the request of buyer was delayed either because of any other occasions or delayed caused by negligence of buyer, after one month of reporting his ability to ship. The sum of all storing charges is restricted to 5% of the value of the invoice, except if higher costs were arisen at H&S Sensortechnik, which has to be proven.
7.9 In case of deliveries differences can be at most10%, both for the whole
contract volume and for each part shipment.
7.10 Part shipments are allowed. In case of general contracts each part shipment should be considered as a separate transaction. In case of impossibility or delay of a part shipment, the buyer is not entitled to recede from the whole contract or to enforce claims for compensation.
7.11 If the confirmed delivery deadline has to be shortened at the demand of the buyer, H&S Sensortechnik is allowed, if agreed, to charge an express surcharge of EUR 150, -. The necessary expenditures, as for example bonuses for extra shifts, weekend works, and special travels costs can be charged beside of the express surcharge.
7.12 H&S Sensortechnik is obliged to deliver only in that case, if the buyer has fulfilled all of his payment obligations, laid down in the agreements. If the payments are performed in delay, or unjustified subtractions (e.g. quality costs) are carried out, H&S Sensortechnik may withhold the delivery.
8. Reservation of proprietary rights
8.1 The H&S Sensortechnik reserves the proprietary right on the delivered commodity until the full settlement of all claims from the delivery contract. H&S Sensortechnik may carry out all of the necessary registrations, and is also entitled to take back the object of sale, if the buyer behaves contrary to the terms of the contract.
8.2 The buyer is obliged to treat the object of the sale carefully – until the property right has not passed on him. He is especially obliged, after the demand of H&S Sensortechnik, to insure it at his own expenses against damages caused by theft, fire, and water, on its new value. Until the transfer of the property right to the buyer, the buyer has the obligation to inform H&S Sensortechnik the quickest possible time if the delivered commodity is confiscated, or exposed to other intervention of a third party. If the third party is not able to reimburse the judicial and other costs, then the buyer is liable for the losses of H&S Sensortechnik.
8.3 The buyer is entitled to sell the reserved commodity under normal business conditions. Buyer assigns his claims against the purchaser from the selling of the reserved commodity to H&S Sensortechnik in the extent of the grand total of the invoice from his agreement with H&S Sensortechnik (inclusive of VAT) right now. This assignment is valid apart from the fact, whether the object of sale was sold without or with processing. The right of the buyer to collect the debt remains valid after the assignment. This will not affect the right of H&S Sensortechnik to personally collect the debt. H&S Sensortechnik will however not collect the debt, until the buyer meets his payment obligations from the collected incomes, he will not be in default in payment, and especially there is no request for bankruptcy proceedings, and no suspension of payment exists.
8.4 The treating, processing, or transformation of the object of sale by the
buyers occur always in the name and on behalf of H&S Sensortechnik. In this case will the expectancy of the buyer elated to the object of sale continue on the transformed object. If the object of sale will be processed with other objects, which are not the property of H&S Sensortechnik, H&S Sensortechnik will acquire a shared ownership on the newly created object, in a proportion of the objective value of the other objects at the time of processing. The same is valid in the case of mixing. If the mixing occurs in a way, that the object of the buyer has to be considered as the principal object, it is agreed, that the buyer will assign proportional a shared ownership to H&S Sensortechnik, and keeps the created sole ownership or shared ownership for H&S Sensortechnik. As securities for the debts of the buyer against H&S Sensortechnik, will the buyer assign even those of his claims for H&S Sensortechnik, which have arisen by connection of the reserved commodity with a real estate against a third party. H&S Sensortechnik accepts this assignment right now.
8.5 H&S Sensortechnik promises to set free the securities, he is entitled to, on the request of the buyer, as far as the value of these will surpass the claims to be secured by more, then 20%.
9. Passing of risk and shipment
9.1 In the absence of any other agreement of the parties are the relating rules of Incoterm 2010 about ex works effective.
9.2 In the absence of a specific instruction about packing and shipment, these operations will be carried out at the discretion of H&S Sensortechnik and at the costs of the buyer.
9.3 Shipment occurs at the risk of the buyer. Insurances will be signed by H&S Sensortechnik on the explicit demand and at the costs of the buyer only.
10. Conditions of payment
10.1 In the absence of any other agreement between the parties, H&S Sensortechnik will issue an invoice for a delivery or for a part delivery.
10.2 Terms of payment are at the offer, acceptance of order and at the calculation binding to lead. Unjustified deductions will be charged at the costs of the buyer afterwards.
10.3 The settlement of any kind of counterclaims is barred.
10.4 The keeping back or shortening of payments, because of complaints is only allowed with the consent of H&S Sensortechnik.
10.5 In case of default in payment H&S Sensortechnik is entitled to charge at least 6% interest on default p.a. for the buyer.
10.6 In case of default in payment H&S Sensortechnik has the right, regardless of his other rights, to refuse any further deliveries from this contract, or make them depend on advance payment or on providing securities.
11.1 Regarding the quality the technical data laid down in the agreement or
in absence of these the technical data of the catalogues and the data sheets of H&S Sensortechnik are normative. If the products are manufactured according to the instructions of the buyer, warranty will be restricted to keep these instructions. Any further warranties from the side of H&S Sensortechnik are absolutely excluded.
11.2 For any miss or wrong instructions of the order and for all risks in connection with the use of the product bear the buyer the exclusive responsibility, especially for product imperfections and for consequential damages resulting from these.
11.3 All buyers, users and customers of the H&S Sensortechnik products are obliged to control the suitability of the product for the intended purpose.
11.4 The buyer is obliged to control the commodity immediately after taking
over, and to perform the prescribed notice of defect immediately – in case of patent mistakes at the latest within 10 days from arriving of the commodity to the place of destination, with displaying of the delivery note and the invoice number – in written form.
11.5 In case of notice of defect in the right time H&S Sensortechnik can according to his own choice either repair the product (elimination of the failure) or deliver a faultless product. The buyer is obliged to grant the necessary time and opportunity for the supplementary performance. If two attempts of supplementary performance remain unsuccessful (unsuccessful supplementary performance), or H&S Sensortechnik refuses the supplementary performance, or a supplementary performance cannot be expected from him, the buyer may recede from the contract, or may reduce the purchasing price.
11.6 Any other claims of the buyer, especially for compensation, for reimbursement of losses because of imperfections, for reimbursement of the unrealized profit, or for cancelling of the contract are completely excluded.
11.7 Claims for warranty and rights for complaints because of the imperfections of the commodity will be forfeited and expire within 12 months from passing of risk.
11.8 We will not undertake neither any warranty, nor any liability for damages, resulting from fair wear and tear or damage of the object of delivery, resp. or damage resulting from inadequate treatment.
11.9 The responsibility of H&S Sensortechnik will cease, if the buyer himself, or a third person will carry out any repairs or modifications on the product without the prior consent of H&S Sensortechnik, or if components will be used, which are not delivered or consented by H&S Sensortechnik.
11.10 Tacking back of the whole shipment cannot be required, if only specific parts of it are damaged.
11.11 H&S Sensortechnik shall not be liable for any claims by third persons because of violation of patent or trade mark of the delivered commodity.
11.12 H&S Sensortechnik only ensures for delivery commercial products that they are delivered in proper condition and specification at the time of delivery.
The customer is obligated to ensure the system in case of any malfunction of the delivered commercial products. These products may only be used within the conditions stated on the data sheets.
12. The effectivity of the contract
12.1 If any regulations of this GTC would be or would become ineffective, this would not affect the legal effect of the other regulations. The ineffective regulation should be replaced by another new regulation, which would fulfil the same legal and economic goal as much as possible.
12.2 H&S Sensortechnik otherwise reserves the right to modify this GTC any time.
13. Place of performance and jurisdiction
13.1 The place of performance for any payments of H&S Sensortechnik is Enzenkirchen, Austria.
13.2 Place of jurisdiction is Ried im Innkreis, Austria.