General Terms of Business and Delivery

I. General Information

These General Terms and Conditions of Business and Delivery form the basis for our sales and deliveries. These terms and conditions remain binding even if individual provisions—for whatever reason—are invalid. They also apply to all future transactions concluded with us, unless we establish new terms and conditions or expressly revoke the terms and conditions currently in effect. Deviations from these delivery terms are binding on us only if they are expressly negotiated and confirmed in writing in each individual case. Otherwise, any terms and conditions of the purchaser are non-binding on us even if the purchaser has referred to them and we have not expressly objected in the individual case. The buyer’s terms and conditions of purchase are binding on us only if we expressly acknowledge them in writing. Specifications regarding dimensions, weight, and performance, as well as illustrations and drawings, are approximate and non-binding.

All agreements, subsequent amendments, additions, collateral agreements, etc., must be in writing to be valid; this includes an original signature or a secure electronic signature.

We reserve the copyright to any images, drawings, or other documents provided by us.

II. Offers and Acceptance of Orders

Our offers are subject to change without notice. The contract is not considered concluded until we send a written order confirmation. All orders and agreements require our written confirmation to be valid. By signing the order form, the contracting party also accepts our General Terms and Conditions of Business and Delivery in their currently valid version. We reserve the right to request confirmation of our order confirmation from the customer. Any changes to our order confirmation must be made in writing.

III. Prices and Terms of Payment

Unless otherwise expressly stated, all prices quoted by us are exclusive of sales tax / subject to sales tax. In the event of invoicing, the statutory sales tax will be added to these prices. We are expressly entitled to issue partial invoices if the services are provided in stages. Our prices are ex works or ex supplier’s warehouse and exclude packaging, freight, and insurance. Should labor costs change due to collective bargaining agreements in the industry or due to internal agreements, or should other costs necessary for the provision of services (such as those for materials, energy, transportation, subcontracted work, financing, etc.) change, we are entitled to adjust the prices accordingly. Unless otherwise agreed, our claims are to be paid concurrently with the delivery of the goods. A discount deduction will only be recognized within the scope of and based on corresponding written agreements. If a discount deduction is agreed upon, it will only be granted if payment is received by us within the specified time limit. The date of receipt of payment shall be the date on which the amount is available to us or on which the bank confirms receipt of payment to us. The withholding of payments or set-off against any counterclaims of the customer is excluded. Checks are not accepted as a means of payment.

IV. Place of Performance, Shipping, and Delivery Terms

The place of performance for both our services and the consideration is the headquarters of our company (APV Technische Produkte GmbH, Dallein 62, AT-3753 Hötzelsdorf). The costs of delivery and installation are not included in our prices. These services can be provided upon request for a separate fee. Unless otherwise agreed, our contractual partner bears the delivery costs and the risk of transport.

V. Late Payment Fees

If payments are deferred or made later than agreed, interest at a rate of 12% per annum will be charged for the interim period, without the need for a formal notice of default.

VI. Delivery Time

The delivery period begins upon dispatch of the final order confirmation, but no earlier than after all technical, commercial, and financial matters have been clarified, the documents, permits, and approvals to be provided by the customer have been submitted, and an agreed-upon down payment has been received. The delivery period is deemed met if, by its expiration, the delivery item has left the factory or notification of readiness for shipment has been provided. In the case of delivery with installation, the period is deemed met upon completion of installation, but no later than three months after the delivery item arrives at its destination. The delivery period shall be extended appropriately in the event of unforeseen obstacles beyond our control, regardless of whether they occur at our premises or at those of our subcontractors. If the customer’s shipping request is delayed, the customer will be charged for the costs incurred by storage, starting one month after notification of readiness for shipment; in the case of storage at our facility, this shall amount to at least half a percent of the invoice amount for each month. However, we are also entitled, after setting and the fruitless expiration of a reasonable period, to dispose of the delivery item otherwise and to resupply the customer with a reasonably extended delivery period. Compliance with the delivery period is contingent upon the purchaser’s fulfillment of their contractual obligations.

The contracting party must accept minor delays in delivery without being entitled to claim damages or to withdraw from the contract.

VII. Warranty

VII.1. We guarantee the quantity and quality specified in the order confirmation. Minor deviations in the delivery that do not impair the intended use—such as variations in weight, quality, color, etc.—do not constitute a defect. Furthermore, we expressly reserve the right to make changes or improvements to our products based on new experience and findings.

VII.2. The goods or services must be thoroughly inspected upon delivery or provision, and any defects must be reported immediately. Claims for defects can only be considered if they are submitted in writing immediately upon receipt or delivery of the goods or provision of the services, but no later than within 5 business days. A complaint regarding defects is excluded if the condition of the goods or service has changed after the transfer of risk.

VII.3. Defects in only part of a delivery or service do not entitle the customer to reject the entire delivery or service.

VII.4. In the event of a valid complaint regarding defects, we shall be entitled, to the exclusion of the customer’s right of choice, at our discretion, either (a) to deliver goods free of defects in exchange for the return of the defective goods, (b) to withdraw from the contract and refund the purchase price, (c) to remedy the defect or supply the missing item within a reasonable period, or (d) to compensate the customer for the reduced value of the goods while maintaining the contract; the customer has no further claims. The filing of a complaint regarding defects does not release the customer from the obligation to pay; rather, our warranty obligations expire if the customer fails to comply with payment and other obligations. The customer accepts the standard warranty and replacement rates of APV.

VII.5. Apart from this warranty, we shall not be liable for any damages of any kind that are apparent at the time of acceptance of the delivery (the work) or that may arise in the future, unless such damages were caused intentionally. In particular, compensation for damages that subsequently arise to an item other than the delivered item as a result of damage to that item is excluded. We are not liable for the conduct of any upstream suppliers of goods or their components.

VII.6. In any event, the customer must take all necessary measures to prevent or mitigate any potential damage, provided that this does not result in unreasonable costs or disadvantages for the customer.

VII.7. Warranty and guarantee claims may only be made for goods that are already at their destination.

VIII. Liability, Product Liability

Except in cases of personal injury, we shall be liable only if the injured party can prove at least gross negligence on our part. Claims for damages shall be barred by the statute of limitations six months after the injured party becomes aware of the damage and the party responsible for it, and in any event five years after the service was rendered or the goods were delivered. Liability for property damage under the Product Liability Act is excluded, unless the customer is a consumer within the meaning of Section 9 of the Product Liability Act (PHG). Any claims for recourse brought against us under the heading of “product liability” within the meaning of the PHG are excluded, unless the party entitled to recourse proves that the defect was caused within our sphere of control and was attributable to at least gross negligence on our part.

IX. The Customer’s Right to Cancel

The customer has the right to cancel the order if we have allowed a reasonable grace period granted to us for fulfilling our warranty obligations to elapse without result, or if we refuse to honor the warranty with respect to a defect that has been proven to us.

X. Supplier’s Right to Withdraw

In the event of unforeseen circumstances, provided that they significantly alter the economic significance or the nature of the service or have a significant impact on our operations, and in the event that performance subsequently proves impossible, we are entitled to withdraw from the contract in whole or in part. The customer shall have no claims for damages arising from such a withdrawal. If we intend to exercise our right of withdrawal, we must notify the customer immediately upon becoming aware of the scope of the event, even if an extension of the delivery period had initially been agreed upon with the customer.

If, after the agreement with the purchaser has been concluded, we become aware that the customer’s financial situation has deteriorated to such an extent that the customer is unable to fulfill its contractual obligations as agreed, or is unable to do so immediately, we may demand payment in advance or security equal to the value of the delivery. If the customer fails to meet these demands, we are entitled to withdraw from the contract.

XI. Retention of Title

We reserve title to the goods until all payments under the underlying sales contract have been received. We are entitled to insure the goods against fire, water, and other damage at the customer’s expense, unless the customer can provide proof that they have taken out the insurance they are obligated to obtain. The customer assigns any and all insurance claims to us.

However, subject to this provision, the customer is entitled to dispose of the goods delivered under retention of title in the ordinary course of business and within the scope of proper business management. Extraordinary dispositions, such as pledging, transfer of ownership by way of security, and the like, are permitted only with our express written consent.

In the event of the resale of the goods subject to retention of title (including, where applicable, after processing), the customer hereby assigns to us, by way of security, its claims for the purchase price against its buyer or customer—including, where applicable, in the amount of our co-ownership share—and undertakes to promptly notify us of the name and address of the secondary purchaser, as well as the existence and amount of the claim resulting from the resale. Furthermore, in the event of the resale of the goods subject to retention of title, the customer undertakes to notify its buyers or customers of the assignment of the claim to us, specifying the amount of the claim. In addition, the buyer subject to retention of title must note the existence of our claims in its books (“extended retention of title”).

The assignment of claims must take place regardless of whether our goods subject to retention of title are sold as is or after processing or treatment, or whether they are sold to one or more buyers.

During the period of retention of title, the customer is obligated not only to take all necessary measures to ensure the legal validity of the retention of title, but also, in particular, to maintain the delivered goods in proper condition. We reserve the right to enter into further agreements regarding the retention of title with the customer on a case-by-case basis.

XII. Default by the Customer

If, in the case of installment transactions, the customer defaults on even one of the agreed payments or other obligations, the entire outstanding balance shall become due immediately, and the customer shall pay us default interest in accordance with these General Terms and Conditions of Business and Delivery.

XIII. Jurisdiction, Legal Basis

Austrian substantive law applies. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. The language of the contract is German. The court with subject-matter jurisdiction at our company’s registered office shall have local jurisdiction to resolve all disputes arising from this contract. However, we also have the right to bring an action at the general place of jurisdiction of the contracting party.

For any legal action brought against a consumer who has his or her domicile, habitual residence, or place of employment in Austria in connection with disputes arising from this contract, the court with jurisdiction is the one within whose jurisdiction the consumer has his or her domicile, habitual residence, or place of employment. For consumers who do not have a domicile in Austria at the time the contract is concluded, the statutory rules of jurisdiction apply.