For the business relationship between Kästle GmbH, hereinafter referred to as “Kästle”, and the respective trade partner, hereinafter referred to as “Kästle-Partner”, the following General Business Conditions shall apply in their version valid at the point of time of the order. Kästle does not recognise deviating conditions of the Kästle-Partner, unless Kästle would have explicitly agreed to their validity in writing.
By submitting an order, the Kästle-Partner explicitly declares his intention to conclude a contract on the basis of these General Business Conditions. He herewith recognises the validity of the latter within the framework of every contractual relationship with Kästle.
2. CONCLUSION OF CONTRACT
These General Business Conditions constitute the basis for all contractual relationships between Kästle and the respective Kästle-Partner, particularly for purchase contracts for all products and services offered by Kästle.
Kästle reserves the right to correct possible mistakes due to errors in sales brochures, price lists or other documentations. All specifications in sales brochures, price lists or other documentations of Kästle do constitute an invitation to the Kästle-Partner to make an offer for the conclusion of a purchase contract in form of an order.
The respective contract shall be concluded through a written confirmation of the order by Kästle, particularly with the establishment and forwarding of the order confirmation. The place of fulfilment of all contracts between Kästle and the respective Kästle-Partner shall be Wels. Kästle reserves the right to modify its products and their prices at any time, particularly the individual models of the collection. All prices do not include VAT and freight charges.
By dispatching the order, the Kästle-Partner declares that he has sufficiently trained his sales staff in order to fulfil all security standards of Kästle and its binding partner Marker. He therewith simultaneously confirms having been sufficiently informed on the security standards and mounting regulations and, particularly, having received the technical manual and having been instructed on the use of the latter.
3. DELIVERY
Unless otherwise agreed, the delivery ex stock shall be carried out to the delivery address indicated by the Kästle-Partner. The risk shall, irrespective of the type of delivery, be passed over to the Kästle-Partner, as soon as the delivery of the delivering package and postal service is taken over at the stock of Kästle.
Possible defects or transportation damages must be communicated to Kästle immediately, at the latest, however, within 48 hours upon receipt of the merchandise. Data on the delivery dates are basically not binding, as far as the delivery date has not been explicitly confirmed as binding and labelled as a “fix date”. Kästle endeavours to meet every delivery date held out.
4. VALIDITY AND PAYMENT, DELAY
Regarding payment: Unless otherwise agreed, the due date agreed upon in each case shall apply, in the absence of an agreement of such, the respective purchase price shall be due 10 days following the issue of the invoice, at the latest, however, 30 days upon delivery without deduction.
In the event of payments by instalments having been agreed upon, the entire residual debt shall be immediately due for payment, if the Kästle-Partner defaults an instalment for longer than 14 days, if he stops his payments or if an extrajudicial or a judicial insolvency procedure on his fortune has been referred.
In the event of the Kästle-Partner defaulting his payments, Kästle is entitled, following the setting of a grace period of 14 days - irrespective of his further rights, particularly from the reservation of proprietary rights - to declare the annulment of the contract as well as to demand compensation in accordance with the legal regulations.
5. OFFSETTING, RETENTION
The Kästle-Partner is only entitled to the offsetting against claims on the part of the seller if and as far as his claim is recognised in writing or is judicially established in a legally valid manner. The Kästle-Partner shall not be entitled to a right of retention.
Irrespective of its other rights, Kästle is entitled to suspend the fulfilment of its obligations and/or to prevent the delivery of the products to the buyer, in fact as long as Kästle has grounds to believe that the buyer will not fully or partially fulfill his obligations arising from this contract. In this case, Kästle is also free to freely dispose of purchase articles not yet delivered and to deliver purchase articles of similar type in their place at the agreed contractual conditions within an appropriate time-limit.
6. RESERVATION OF PROPRIETARY RIGHTS
Kästle reserves the proprietary rights of all products sold pending the entire and final fulfilment of the obligations arising from the purchase contract by the Kästle-Partner. This reservation of proprietary rights shall also apply for all other claims, to which Kästle is rightfully entitled from its business relationship with the Kästle-Partner vis-à-vis the latter.
The non-fulfilment of payment obligations by the Kästle-Partner shall entitle Kästle to claim the surrender of the products at the expense of the Kästle-Partner. The Kästle-Partner undertakes to make possible an identification of the products subject to reservation of proprietary rights at any moment of time, otherwise these products shall be considered as unpaid.
7. GUARANTEE AND LIABLITY
In the event of there being a fault of the purchase object to be represented by Kästle, which has been recognised by Kästle as such in writing, Kästle is, at its own choice, entitled to improve or replace it. In the event of a claimed failure not being recognised by Kästle, the transporation expenses regarding this shall be borne by the Kästle-Partner.
A non-fulfillment of the safety standards and mounting regulations mentioned in Item 2 shall exonerate Kästle from all guarantee obligations.
Explicitly excluded from the guarantee are in particular damages, which are caused by transportation, inappropriate handling or mounting, accident, incorrect use or also normal wear and tear. The guarantee period shall amount to twenty-four months from the transfer of risk.
Within the framework of the legal provisions, the liability of Kästle shall be excluded. Kästle shall not be liable in particular for damages, which did not occur on the delivery object itself. Kästle shall, in particular, not be liable for lost profit or other financial losses of the Kästle-Partner. As far as the liability of Kästle is excluded or restricted, this shall also apply for the personal liability of employees, representatives and agents. The abovementioned liability restriction shall not apply if the reason for damage is based on malice or severe negligence, and if this fact is proven by the Kästle-Partner.
8. DATA OF THE KÄSTLE- PARTNER
The Kästle-Partner has been sufficiently informed about the type, scope, place and purpose of the collection, processing and use of the person-related data necessary for the carrying out of orders, the registration for the online order system and the transmission by Kästle. The Kästle-Partner explicitly agrees to this collection, processing and use of person-related data.
9. INTELLECTUAL PROPERTY
The Kästle-Partner shall receive from Kästle for the duration of the business relationship – at the earliest upon the drawing up of the first order confirmation or delivery – until explicit revocation of the right to use the particularly trademark and copyright protected features, which are property of Kästle, under the condition that all guidelines on the part of Kästle for the use be observed.
10. APPLICABLE LAW, PLACE OF JURISDICTION, CONFLICT REGULATION
Austrian law shall apply. All claims in connection with the business relationship shall fall within the sole jurisdiction of Wels. Kästle is entitled to allege claims judicially also in the general place of jurisdiction of the Kästle-Partner. In the event of a conflict, however, Kästle and the Kästle-Partner shall try their very best, with the best possible partner-like endeavour, to bring about a solution without taking legal action.
