Terms & Conditions of Purchase
1. Interpretation
1.1 In these Conditions:
Buyer means Richard Bittner AG (registered in Austria under FN Number 102057i).
Conditions means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
Contract means the contract for sale and purchase of the Goods and the supply and acquisition of the Services.
Delivery Address means the address stated in the Order.
Goods means the goods (including any instalment of the goods or any part of them) described in the Order.
Order means the Buyers purchase order to which these conditions are annexed.
Price means the price of the Goods and/or the charge for the Services.
Seller means the person so described in the Order.
Services means the services (if any) described in the Order.
Specifications include any plans, drawings, data or other information relating to the Goods or Services.
Writing includes e-mail, facsimile transmissions and comparable means of communication.
1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of Purchase
2.1 Richard Bittner AG ("the Buyer") shall be bound by an Order only if it is placed on its official form.
2.2 The Order constitutes an offer by the Buyer to purchase the Goods and/or acquire the Services subject to these Conditions.
2.3 These Conditions shall apply to the Contract to the exclusion of any other terms and conditions.
2.4 No variation to the Order or these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
3. The Seller warrants that goods to be supplied pursuant to the Order ("the Goods") shall:
3.1 be of merchantable quality;
3.2 conform as to quantity, quality and description with the particulars stated in the Order;
3.3 be properly packed and secured in such a manner as to reach their destination in good condition under normal conditions of transport;
3.4 be of sound materials and workmanship;
3.5 be equal in all respects to the samples, patterns or specification provided or given by either party;
3.6 be capable of any standard performance specified in the Order;
3.7 if the purpose for which they are required is indicated in the Order either expressly or by implication, be fit for that purpose;
3.8 comply in all respects with all relevant requirements appropriate to the buyers trade, of any statute, statutory rule or order (including all applicable European Commission laws, regulations, directives and recommendations) or
other instrument having the force of law which may be in force in Austria and/or the EU (and such other territories in which the Goods are intended for re-sale which shall have been notified to the Seller);
3.9 be free from defect within the meaning of the EU Product Liability Act.
3.10. be delivered within the timelines as agreed on in writing
4. Price of the Goods and Services
4.1 The price of the Goods and the Services shall be as stated in the Order and, unless otherwise so stated, shall be:
(a) exclusive of any applicable value added tax; and
(b) inclusive of all charges for packaging, packing, shipping, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies other than value added tax.
4.2 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Buyer in writing.
4.3 The Buyer shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Seller, whether or not shown on its own Terms and Conditions of Sale.
5. Arrangements for payment and return of returnable wooden packing cases, drums and other re-useable articles used for packing the Goods will be as specified in the Order and if not so specified title in the said articles used for packaging shall pass to the Buyer at the time of delivery of the Goods and the Buyer shall be free to dispose of the same.
6. All Goods shall be delivered to the Delivery Address as specified in the order and the Seller shall be responsible for arranging and paying for all transport and insurance costs to the point of delivery.
7. Without Prejudice to any right of rejection which may accrue to the Buyer under these conditions title in the Goods shall pass to the Buyer at the time that the Goods are appropriated to the Contract but risk shall not pass until delivery of the Goods.
8. If the Goods or any proportion thereof are not delivered within the time or times specified in the Contract (or in the extension of such time or times as may be agreed in writing by the Buyer) the Buyer shall be entitled to determine the Contract in respect of the Goods undelivered as aforesaid and of any other Goods already delivered under the Contract which cannot be effectively and commercially used by reason of the non-delivery of the Goods undelivered as aforesaid.
9. The Buyer shall have a reasonable time (not being less than thirty days) after delivery of the Goods in which to ascertain to its satisfaction that the same and their packaging comply with the Order. If any of the Goods and/or their packaging, do not comply with the warranties set out in Clause 3 above, the Buyer shall inform the Seller and shall, if so requested, arrange for the Goods to be returned to the Seller. The Seller shall forthwith reimburse the Buyer for any costs incurred in returning the rejected Goods and any sums paid in respect thereof by the Buyer to the Seller shall be repaid. If any of the Goods are rejected by the Buyer, it may purchase other goods elsewhere and any extra expense so incurred shall be paid to the Buyer by the Seller. The right to rejection shall exist notwithstanding that payment shall have been made or that title in the Goods shall have passed to the Buyer or any other act of the Buyer with regard thereto.
10. The Seller shall indemnify the Buyer against all liability, claims, losses, damages, costs and expenses paid, incurred or sustained by reason of:
10.1 the Goods failing to comply with the warranties set out in Clause 3 hereof or the Seller otherwise failing to comply in full with its obligation herein;
10.2 the Goods, the packaging thereof or the markings (if any) thereon infringing any letter patent or trademarks or any intellectual or other property rights, or, in the case of Goods supplied and specifically for use or sale outside Austria, any intellectual or other property right infringing any equivalent rights in that territory and EU wide.
11. Rights of the Buyer shall ensure for and may be enforced by the Buyer and/or any other third party for whom it shall have placed the Order.
12. Termination
12.1 The Buyer shall be entitled to cancel the Order in respect of all or part only of the Goods and/or the Services by giving at least seven days written notice to the Seller at any time prior to delivery or performance.
12.2 The Buyer shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Seller at any time if:
(a) the Seller makes any voluntary arrangement with its creditors or becomes subject to an administration order or goes into
liquidation (otherwise than for the purpose of amalgamation or reconstruction): or
(b) an encumbrancer takes possession, or a receiver is appointed, over any of the property or assets of the Company; or
(c) the Seller ceases, or threatens to cease, to carry on business; or
(d) the Buyer reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.
13. These Terms and Conditions shall be subject to Austrian law and the Buyer and the Seller submit to the non-exclusive jurisdiction of the Austrian Courts.
