TERMS AND CONDI­TIONS OF SALE AND DELI­VERY (T&CS)

I. Scope
The deli­ve­ries, work and services and offers of our Company are made exclu­si­vely on the basis of these T&Cs, regard­less on the type of legal tran­sac­tion. All our private law decla­ra­tions of intent are to be inter­preted on the basis of these T&Cs. We do not reco­gnise any terms and condi­tions of the Cust­omer that are contra­dic­tory to or differ from our T&Cs, unless we have expli­citly agreed to their applica­bi­lity in writing. Contract perfor­mance nego­tia­tions by us are not deemed to be consent to contrac­tual terms and condi­tions diffe­ring from our T&Cs. These Terms and Condi­tions of Busi­ness apply as a Frame­work Agree­ment for all other legal tran­sac­tions between the Parties to the Contract. 

II. Contract Forma­tion, Offer, Quota­tion
a) Verbal pledges, ancil­lary agree­ments and such like diffe­ring from these T&Cs or other written decla­ra­tions of intent made by us, espe­cially those submitted by sellers, deli­ve­rers, instal­lers, are not binding for us. The contents of the brochures, adver­ti­sing announ­ce­ments, etc. used by us do not become part of the Contract, unless explicit refe­rence has been made to them. The usual industry tolerances are to be allowed for in all our offers and all docu­ments. We reserve the right to make design-related changes.
b) Each order requires an order confir­ma­tion in order for a Contract to be formed. Sending or handing over the goods ordered by the Cust­omer also brings about the forma­tion of the Contract. For all orders, the contents of our order confir­ma­tion is deemed to be agreed, if the Cust­omer does not submit written objec­tions within 24 hours of receipt or makes changes to the order.
c) The Quota­tions prepared by us are without commit­ment and non-gratui­tous, unless agreed other­wise in writing. A charge paid for the quota­tion will be credited to the Cust­omer, if an order is placed on the basis of the quota­tion.

III. Price
All prices named by us, unless expli­citly noted other­wise, are net prices and do not include VAT. If the wage costs change between the forma­tion of the Contract and deli­very due to collec­tive bargai­ning arran­ge­ments in the industry or in-house agree­ments or should other cost centres rele­vant for the esti­ma­ting or costs for the provi­sion of service, such as those for mate­rials, energy, trans­port, third party work, finan­cing, etc., change, we are entitled to increase or reduce the prices accor­dingly. 

IV. Payment Terms, Inte­rest on Delayed Payment
a) Unless agreed other­wise, our accounts receivable are to be paid in cash, matching payment with deli­very, in exch­ange for handover of the goods. Our invoices are due for payment from accep­tance of the goods. Without special agree­ment, the deduc­tion of a payment discount is not permitted. In case of delay in payment, inclu­ding part payments, any discount agree­ments become invalid. Payments made by the Cust­omer are not deemed to be paid until they have been credited to our busi­ness account.
b)In case of delay in payment, we are entitled to charge inte­rest on delayed payment equal to 9,2% per annum from the due date. We reserve the right to make further claims, in parti­cular the entit­le­ment to higher inte­rest from the Compen­sa­tion heading. 

V. With­drawal from Contract
a) Apart from the general statu­tory provi­sions, in the event of default in accep­tance 
(Section VII) or other important reasons, in parti­cular the opening of bankruptcy procee­dings regar­ding the assets of a Contrac­tual Partner or refusal of an insol­vency peti­tion due to the lack of cost-covering assets, we are entitled to with­draw from the Contract. In the case of with­drawal we can choose between a lump-sum compen­sa­tion, regard­less of culpa­bi­lity, of 30 % of the gross invoice amount, which is not subject to the court‘s right to reduce or abate, or to request reim­bur­se­ment of the actually incurred loss.
b) In the case of the Cust­omer‘s payment delay in payment or in the event of circum­stances beco­ming known, which are suitable for redu­cing credit­wort­hi­ness, e.g. in case of protest of a bill, legal actions or enforce­ment proce­dures, we are released from all further service and deli­very obli­ga­tions and are entitled to with­hold any outstan­ding deli­ve­ries or services and to require advance payments or colla­teral or - if applicable after setting a reasonable grace period - to with­draw from the Contract. In the case of with­drawal, the provi­sions of Clause V.a) of these T&Cs shall apply. In the event of the circum­stances listed under Clause V.b), all our accounts receivable are due for imme­diate payment, without any regard to agreed due dates.
c) If the Cust­omer with­draws from the Contract - without being entitled to do so - or if they seek to have the Contract cancelled, we have the choice between insis­ting on contrac­tual perfor­mance or agreeing to the cancel­la­tion of the Contract; in the latter case the Cust­omer is obliged, to pay lump-sum compen­sa­tion, regard­less of culpa­bi­lity, equal to 30 % of the gross invoice amount, which is not subject to the court‘s right to reduce or abate, or the actual loss incurred, as chosen by us.

VI. Dunning and Collec­tion Expenses
In case of delay of payment, the Cust­omer shall reim­burse us for all dunning expenses incurred equal to the lump-sum amount of euro 10.00 plus postage for each reminder and the sum of euro 15.00 per half-year for conti­nual updating of the debt rela­ti­onship in the dunning proce­dures. In addi­tion, all necessary out of court and court dunning and collec­tion expenses incurred by us for expe­dient asser­tion of our legal claims shall be reim­bursed, e.g. the sche­duled costs of a lawyer.

VII. Deli­very, Trans­port, Delayed Accep­tance
a) Our sales prices do not include any costs for assembly or instal­la­tion. Within the tour area of our sche­duled deli­very service, goods are deli­vered free but are not unloaded. Direct deli­ve­ries to private cust­o­mers are not possible. At the request of the Cust­omer, the goods can be dispatched by post, rail, express, deli­very service, etc. at the cost and risk of the Cust­omer. Insurance against (trans­port) losses of any kind whatsoever is only taken out if ordered by the Cust­omer and char­ging on of the costs incurred.
b) If the Cust­omer fails to accept the goods as agreed (delayed accep­tance), we are entitled either to store the goods on our premises, for which we will invoice a storage charge of 0.1 % of the gross invoice amount per started calendar day or have them stored by an autho­rised trade profes­sional at the cost and risk of the Cust­omer. At the same time we are entitled either to insist on contrac­tual perfor­mance, or after setting a reasonable grace period, to with­draw from the Contract and to turn the goods to account elsew­here. 
c) Unless it is dispo­sable packa­ging, the packa­ging remains our property. The Cust­omer is obliged to return the packa­ging imme­dia­tely. This applies espe­cially to returnable racks. If the packa­ging is not returned imme­dia­tely, we charge a usage fee of 0.1% of the gross invoice amount per started calendar day.

VIII. Transfer of Risk
Notwi­th­stan­ding the statu­tory provi­sions, the risk of acci­dental loss or acci­dental worse­ning is in any event trans­ferred to the Cust­omer with the handover to the trans­porter - even for deli­very free to desti­na­tion.

IX. Deli­very Period
a) We are not obliged to provide contrac­tual perfor­mance until the Cust­omer has met all their obli­ga­tions necessary for the perfor­mance, in parti­cular until they have fulfilled all tech­nical and contrac­tual details, preli­mi­nary work and prepa­ra­tory measures.
b) We are entitled to exceed the agreed dates and deli­very periods by up to six weeks. Only after this period has expired, and after setting a reasonable grace period, can the Cust­omer with­draw from the Contract.
c) In case of events which have a nega­tive effect on our ability to deli­very, e.g. delayed deli­very by our supp­liers, strikes, disas­ters, we are entitled to extend the deli­very periods by a period of two months, without the Cust­omer being entitled to with­draw from the Contract or to receive compen­sa­tion. 

X. Place of Perfor­mance
The place of perfor­mance is the place in which our Company has its regis­tered offices, in 8054 Graz.

XI. Minor Changes in Perfor­mance
Minor or other changes to our obli­ga­tion to deliver and provide work and services that our Cust­omer can be reason­ably expected to accept, are deemed to be approved in advance. Diffe­rences in dimen­sions, contents, thick­nesses, weights and colours due to the manu­fac­tu­ring process are allo­wable within the scope of the industry‘s usual tolerances and are deemed to be approved in advance by the Cust­omer and there­fore do not consti­tute a defect. We do not provide any warranty for products outside our stan­dard versions and dimen­sions, with possibly limited func­tion. Textiles, coatings and wearing parts are subject to tech­nical, natural change due to UV radia­tion, heat and water effects, which can result in elonga­tion, shrin­kage and fading.

XII. Warranty, Duty to Examine and Notify of Defects
a) Our warranty obli­ga­tion only extends to the quality required under Austrian and EU stan­dards.
b) We fulfil the warranty claims of the Cust­omer if a correc­table defect exists, either by repla­ce­ment, repair within a reasonable period or price reduc­tion, as chosen by us. Claims for compen­sa­tion made by the Cust­omer, which aim to have the defect corrected, cannot be made until we are late in fulfil­ling the warranty claims.
c) The Cust­omer always bears the burden of proving that the defect already existed on handover of the goods. We are entitled to assign to the Cust­omer our warranty claims against our supp­liers. With this assi­gn­ment we are released from our warranty obli­ga­tion.
d)  The goods must be examined without delay follo­wing deli­very. Any defects found are to be reported to us in writing imme­dia­tely, however, within two days of the deli­very at the latest, giving details of the type and scope of defect. Concealed defects are to be reported in writing imme­dia­tely, however, within two days of their disco­very at the latest. Short­falls and trans­port damage must be noted on the deli­very note or trans­port docu­ment on accep­ting the goods and must be confirmed by the driver. If a defects notice is not issued or is not issued in good time, the goods shall be deemed to be approved. 

XIII. Compen­sa­tion
a) All claims for compen­sa­tion made against us in cases of slight negli­gence are excluded. The aggrieved party shall prove the exis­tence of slight or gross negli­gence. Claims against us for indi­rect losses and loss of earnings are excluded
b) Claims for compen­sa­tion expire 6 months from the date on which know­ledge of loss and origi­nator of the loss. The abso­lute limi­ta­tion period for compen­sa­tion claims is ten years from the transfer of risk. The compen­sa­tion provi­sions contained in these T&Cs or other agreed provi­sions apply even if the claim for compen­sa­tion is made along­side or instead of a warranty claim.

XIV. Product Liabi­lity
Recourse claims as defined in § 12 of the Austrian Product Liabi­lity Law (Produkt­haf­tungs­gesetz) are excluded, unless the regress bene­fi­ciary proves that the error was caused within our area of respon­si­bi­lity and was at least due to gross negli­gence. 

XV. Reser­va­tion of Title and Asser­tion of Title
a) All goods and property are deli­vered by us subject to reser­va­tion of title and remain our property until payment in full inclu­ding all inci­dental receiva­bles. In the case of a current invoice, the reserved title serves as colla­teral for our receiva­bles balance.
b) In the event of recla­ma­tion or taking back of the property subject to reser­va­tion of title by us, a with­drawal from the Contract only exists if it is expressly declared. In the case of the taking back of goods - notwi­th­stan­ding further claims - we are entitled to pass on any trans­port and hand­ling expenses incurred by us.
c) If the Purchaser processes or uses the goods or property deli­vered by us before fulfil­ling all our receiva­bles, they do not acquire titled as a result. We acquire joint title to the resul­ting new property in propor­tion to the value of the goods deli­vered by us to the other goods processed at the time of proces­sing or use.
d) The Purchase may neither pledge or assign by way of colla­teral the goods subject to reten­tion of title. In the event of any seizure or other claims made by third parties, the Purchaser is obliged to claim our title to the goods and to inform us imme­dia­tely.
e) The Cust­omer bears the full risk for the goods subject to reten­tion of title, espe­cially for the risk of destruc­tion, loss or worse­ning.

XVI. Assi­gn­ment of Receiva­bles, Exclu­sion of Set-Off
a) In the event of deli­very subject to reser­va­tion of title the Cust­omer here­with assigns to us, by way of payment, all their receiva­bles from third parties, insofar as these arise through sale or proces­sing of our goods, until final payment of our receiva­bles. If the Cust­omer is in arrears with their payments to use, the sales reve­nues received by them shall be sepa­rated out and the Cust­omer only holds these in our name. All claims against an insurer are here­with assi­gned to use within the limits of § 15 VersVG (Austrian Insurance Law).
b) Accounts due from us may not be assi­gned without our express consent. 
c) The cust­omer can only offset their accounts due, espe­cially those arising out of the deli­very of goods, against our receiva­bles if we have expressly reco­gnised these accounts due in writing and they are due for payment. 

XVII. With­hol­ding
In the event of a justi­fied complaint, except in cases of reversed tran­sac­tion, the Cust­omer is not entitled to with­hold the whole gross invoice amount, only a reasonable part of it.

XVIII.Default
If the Cust­omer is obliged to settle their payment obli­ga­tion in part payments, it is deemed agreed that in the event of late payment of only one inst­al­ment, all outstan­ding part payments become due for payment imme­dia­tely without any further setting of a period of grace.

XIX. Choice of Law, Juris­dic­tion
Austrian law applies. The applica­bi­lity of the UN Conven­tion on Contracts for the Inter­na­tional Sale of Goods is excluded expli­citly. The Contract language is German. The Parties to the Contract agree Austrian, national juris­dic­tion. The compe­tent court in 8054 Graz, where our Company has its regis­tered offices, is solely locally respon­sible for deci­ding all disputes arising out of this Contract. 

XX. Data protec­tion, Address Change and Copy­right
a) The cust­omer grants consent that personal data that is contained or which emerges in contracts or in the course of elec­tronic or tele­phone commu­ni­ca­tion which is necessary for mana­ging the busi­ness rela­ti­onship may be stored and processed by us with the help of auto­matic proces­sing tech­no­logy. The type and dura­tion of proces­sing shall be oriented to the legal frame­work condi­tions of data protec­tion law as well as the legally prescribed and other rights and duties of preser­va­tion. You will find the current privacy policy at https://​www.woundwo.com/​en/​privacy-policy/. We expressly draw your atten­tion to the fact that your data may be trans­ferred to compa­nies in the WOUNDWO Group insofar as this is necessary for fulfil­ment of a contract or for comp­li­ance with statu­tory regu­la­tions. Details rela­ting to this are also stated in our privacy policy.
If you provide us with data of third parties (e.g. address of an end cust­omer), you declare by so doing that you are autho­rized to disclose this data to us and that we may process the data as explained above. If such a third party addresses enqui­ries to us under the GDPR, we shall refer them to you and coope­rate in the process of respon­ding to the enquiry with reasonable cost reim­bur­se­ment..
b) The Cust­omer is obliged to notify us of their change in resi­den­tial or busi­ness address, as long as the legal tran­sac­tion that is the subject matter of this Contract is not performed in full by both Parties. If the Cust­omer fails to notify us, state­ments sent to the Cust­omer are deemed to have been received if they are sent to the last known address.
c) Plans, sket­ches and other tech­nical docu­ments, as well as samples, cata­lo­gues, brochures, illus­tra­tions and such like always remain our intel­lec­tual property; the Cust­omer receives no rights of exploi­ta­tion or use of any kind whatsoever. 

XXI. Guarantee
Any guarantee provided by us regar­ding the products‘ freedom from defects must be provided in writing in order to be valid. Any guarantee provided by us becomes invalid if hand­ling, instal­la­tion and use or care and main­ten­ance regu­la­tions are not complied with.

XXII. Escape Clause
Should indi­vi­dual provi­sions of these T&Cs be or become wholly or parti­ally invalid or infea­sible, the vali­dity of the remai­ning terms and condi­tions shall be unaf­fected.

T&Cs valid from 01.12.2018

WO&WO Sonnen­licht­de­sign GmbH & Co KG
Hafner­straße 193, 8054 Graz, AUSTRIA

AT No. atu 63750435, Commer­cial register: Regional court Graz No. 299812 a
General partner: WO&WO Sonnen­licht­de­sign GmbH, Commer­cial register: Regional court Graz No. 298579 m