General Terms and Conditions

Status: November 2022

1. general:

The following general terms and conditions apply to all offers, purchase contracts, contracts for work and labour and other services. Deviating agreements or additions, telephone or verbal agreements are only binding if they are confirmed by us in writing. The buyer’s terms and conditions of purchase shall only become part of the contract if confirmed by us in writing. The current version of our General Terms and Conditions of Business shall apply to all business relationships. Insofar as the respective valid price list or special offers of our company contain terms and conditions of sale, delivery and payment, these shall take precedence over the corresponding terms and conditions below, insofar as explicit reference is made to such price lists and/or special offers when the contract is concluded. All other terms and conditions listed below shall remain valid. We recommend that any declarations, notifications, etc. addressed to us be made in writing.

2. offers / orders:

Are subject to change. Cost estimates are non-binding. The costs for the reimbursement of a cost estimate will be charged to the client. We only accept telephone orders at the risk of the customer. Orders become binding upon receipt of our order confirmation or delivery note. Verbal collateral agreements require written confirmation to be legally effective. Objections to confirmations must be made in writing within one week at the latest. Confirmed prices shall only apply if the ordered quantity is accepted. Sales prices shall only be deemed fixed prices if we confirm them in writing as fixed prices, otherwise the prices valid on the day of delivery according to our price list shall be charged.

3. delivery / performance:

Delivery shall be at the risk and expense of the buyer. The place of fulfilment (place of performance) is the place of dispatch, even in the case of delivery “free place of destination”. The buyer must ensure that the goods are accepted and secured at the place of delivery. If the buyer does not fulfil this obligation or does not do so in good time, we are entitled to unload the goods there. The buyer must take over the goods personally and check them for proper condition, correct quantity or possible transport damage – see point Transfer of risk. Delivery times are subject to correct and timely delivery by our suppliers. In the event of direct delivery from our supplier’s warehouse (drop shipment), we reserve the right to correct delivery dates in accordance with their warehouse situation. Unless the nature of the order precludes it or is unreasonable for the customer, we are authorised to make partial deliveries. In the event of a correction of the delivery date or the necessity of a partial delivery, the buyer will be informed by us immediately after this circumstance becomes known. Compliance with delivery deadlines presupposes the fulfilment of the contractual obligations to be performed by the buyer by that time. Industrial disputes, unforeseen events, sovereign measures, traffic disruptions, force majeure, etc. shall release us from the delivery obligation for the duration of their effects, or in the event of impossibility in full, and shall extend the delivery period accordingly. The aforementioned circumstances shall also extend the delivery period or release us from the delivery period if they occur at our suppliers. Delivery dates are non-binding. Claims for damages due to delayed deliveries are excluded.

4. shipping costs:

We reserve the right to choose the route and method of despatch. In the case of delivery by rail, post and carrier, the buyer shall bear the shipping costs from the place of fulfilment, unless special agreements have been made. If delivery “free place of destination” has been agreed, ancillary freight costs shall be borne by the buyer. From a net value of goods of Euro 950,– excl. VAT, delivery within Austria shall be carriage paid, unloaded. If the net value of the goods is less than Euro 950 excl. VAT, a minimum quantity surcharge of Euro 49 will be charged. Deliveries to Germany are carriage paid, unloaded, from a net value of goods of Euro 2,000. If the net value of the goods is less than Euro 2,000, a minimum quantity surcharge of Euro 95 will be charged. A surcharge of Euro 150.00 will be charged for deliveries of 3 pallets or more with lifting platform delivery. Deliveries to South Tyrol are carriage paid, unloaded, from a net value of goods of Euro 2,000. If the net value of the goods is less than Euro 2,000, a minimum quantity surcharge of Euro 95 will be charged. Switzerland and Italy (except South Tyrol) ex works.

5. transfer of risk:

The risk shall pass to the Buyer at the latest when the goods are handed over to the carrier or other person authorised to carry out the shipment, even if the Supplier has assumed the shipping costs. If despatch is delayed for reasons for which the supplier is not responsible, the risk shall pass to the customer upon notification of readiness for despatch. The customer undertakes to check the goods for correct quantity and any transport damage upon receipt from the deliverer. Obvious transport damage and missing quantities must be noted by the purchaser immediately upon delivery on the delivery note or consignment note of the transport company and confirmed in writing by the deliverer. The licence plate number of the transport vehicle and the name of the driver must be stated on this note. Failure to comply with the duty of inspection upon acceptance shall result in the loss of any claim to remaining goods or replacement goods in the event of unchecked missing quantities or transport damage. Any note on the delivery note or consignment note must be reported to us in writing by the buyer within 5 working days.

6. notice of defects / warranty / liability / guarantee:

The products shall be delivered with the properties to be assumed for normal use. Any defects must be reported within three working days of delivery. If the buyer is an entrepreneur, he is obliged to inspect the delivered goods, at least on a random basis. The reversal of the burden of proof according to § 924 ABGB is excluded. We are not liable for slight or gross negligence. This does not apply to personal injury. The injured party must prove the existence of fault. Compensation for (consequential) damages, as well as other property damage, financial losses and damages to third parties against the customer is excluded. We are not liable for services provided by third parties or procured from third parties. We must be given the opportunity to determine the defect on site. No changes may be made to the defective goods without our written consent if the warranty claim is lost. Minor deviations, in particular with regard to surface quality and colour shades, are permissible within the tolerances customary in the trade and industry. These deviations do not constitute a defect. The seller shall be indemnified and held harmless in this respect. Any warranty claims are at our discretion for improvement or replacement of the rejected goods. § 933a ABGB (compensation instead of warranty) and § 933b ABGB (recourse) are explicitly excluded. Any warranty must be claimed from the guarantor and is subject to the guarantor’s warranty provisions.

7 Product-specific information:

The goods must be checked for obvious defects before and at the start of installation. Installation must be stopped immediately as soon as the goods show defects and we must be informed immediately. If obviously defective goods are installed, the defect shall be deemed to have been accepted. We expressly point out that defects caused by incorrect installation, incorrect storage of the goods or disregard of the installation guidelines or care instructions of the manufacturer will not be recognised by us. We therefore recommend requesting any missing installation instructions from the manufacturer before starting installation work. As our floors are made from fine wood species and are therefore a natural product, the manufacturer’s care instructions must be strictly observed, particularly with regard to room temperature and humidity.

8. payment:

Unless otherwise agreed, the invoice is due for payment without deduction 30 days after the invoice date or delivery. Payment shall only be deemed to have been received when we can dispose of the invoice amount. We reserve the right to deliver against advance payment for initial transactions. We are not obliged to accept bills of exchange or cheques in payment. We only accept bills of exchange subject to the possibility of discounting. Cheques and bills of exchange shall only be credited after they have been honoured, and an assignment of claims only after payment. If the buyer defaults on instalments, our total claim shall become due for payment immediately, as shall all bills of exchange still outstanding in the event of bill protests, irrespective of the original expiry date. Collection and discounting costs as well as bill charges shall be borne by the purchaser. The retention of payments due to warranty claims or other counterclaims not recognised by the supplier is excluded. The offsetting of counterclaims is excluded. If a payment deadline is exceeded, default interest shall be payable at the statutory rate without the need for a formal notice of default. For entrepreneurs, the statutory entrepreneurial interest for delay shall apply (currently 9.2 percentage points above the base rate). In the event of payment difficulties on the part of the purchaser, in particular in the event of default in payment, all our claims, including deferred claims, shall become due for payment immediately.

In addition to the statutory interest, the seller may also claim compensation for other damages caused by the debtor and incurred by him, in particular the necessary costs of appropriate extrajudicial collection or recovery measures, insofar as these are in reasonable proportion to the claim being pursued.

9. retention of title and assignment of claims:

All delivered goods remain our property until full payment has been made. Ownership shall not pass to the buyer until the buyer has fulfilled all payment obligations arising from the business relationship between the buyer and us. Processing and treatment shall be carried out for us to the exclusion of the acquisition of ownership in accordance with the provisions of the ABGB. The processed goods shall serve as our security in the amount of the invoice value of the reserved goods. The buyer may only sell our property in the ordinary course of business at his normal terms and conditions and as long as he is not in default. He is only authorised to resell the reserved goods subject to the proviso that the claim arising from the resale is transferred to us in accordance with the following paragraphs. He is not authorised to dispose of the reserved goods in any other way. The purchaser’s claims arising from the resale of the reserved goods are hereby assigned to us, irrespective of whether the reserved goods are resold without or after processing and whether they are resold to one or more customers. The purchaser is authorised to collect claims from the resale until revoked by us at any time. However, he is not authorised to dispose of such claims by assignment. He is obliged to inform his customer of the assignment to us. We must be informed immediately in writing of any seizure or other impairment of the reserved goods.

10. redemption:

Ordered and delivered goods will only be taken back within 2 months and with the consent of the management, subject to a cancellation fee of 25% plus any associated costs, and must be handed over undamaged in whole packaging units “carriage paid to place of performance”. The return of customised products and exotic woods is excluded.

11. place of fulfilment / place of jurisdiction:

The place of fulfilment for deliveries and payments is Salzburg. The place of jurisdiction shall be the court with local and subject-matter jurisdiction for the registered office of HAFRO Edle Holzböden GmbH in the provincial capital of Salzburg. Austrian law shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods and all provisions relating to the UN Convention on Contracts for the International Sale of Goods are expressly excluded.

12. other:

Recourse claims within the meaning of the Product Liability Act are excluded unless the party entitled to recourse proves that the defect was caused in our sphere and was at least due to gross negligence. The customer acknowledges and expressly agrees that (partial) goods may be delivered directly from the manufacturer or sub-supplier to the latter (drop shipment). In the case of such drop shipments, we accept no liability for culpable behaviour on the part of the direct supplier and such a supplier is not deemed to be our vicarious agent. Our warranty claims and claims for damages against the direct service provider (producer/supplier) are hereby assigned to the buyer, so that the buyer is authorised to assert the claims directly against the producer/supplier. This assignment is, of course, subject to the condition that there is no prohibition of assignment on the part of the upstream supplier.

13 Final provision:

Should any provision of these GTC be invalid in whole or in part or become invalid due to statutory provisions, the remaining provisions of these GTC shall remain in full force and effect. The invalid provisions shall be replaced by those provisions that come closest to the legal and economic meaning of the invalid provisions. The invalidity of individual parts of these General Terms and Conditions shall not affect the validity of the remaining provisions. The aforementioned provisions shall only apply to consumers insofar as they do not conflict with mandatory consumer protection rights.