General Conditions of Purchase
KONRAD Forsttechnik GmbH, A-9451 Preitenegg
1. General Provision
The legal relationship between the vendor and Konrad Forsttechnik GmbH shall be governed by the following terms of purchase. These terms of purchase shall apply to all orders and requests for deliveries of ordered goods which have been placed by Konrad Forsttechnik GmbH. Any amendments of the quoted prices, conditions or other contents indicated in the orders or requests for deliveries of ordered goods of Konrad Forsttechnik GmbH shall require a written agreement to be reached with Konrad Forsttechnik GmbH in order to be deemed valid. Any provisions which may be contradictory to the terms contained herein - and in particular th applying to previous offers - as well as order confirmations made by the vendor to the contrary shall not even be deemed valid upon contractual performance if Konrad Forsttechnik GmbH has not expressed its prior explicit dissent in this regard.
2. Purchase Orders
2.1. Any purchase orders placed by Konrad Forsttechnik GmbH shall only be deemed to be of legally binding nature if such order placement has been made by the purchasing department of Konrad Forsttechnik GmbH (either in writing or via data transmission). The same shall apply also to all amendments and/or supplements.
2.2. Any purchase orders shall be deemed to have been accepted by the vendor if no withdrawal has been made in writing within two working days at the latest or if the execution of the order has already started. Konrad Forsttechnik GmbH shall be entitled to cancel the orders until acceptance of the goods has been made.
2.3. Konrad Forsttechnik GmbH shall be entitled to require modifications of the delivery item with a view to construction, process and execution at any time. If Konrad Forsttechnik GmbH should require of the vendor to carry out such modifications, the vendor undertakes to implement these modifications on the delivery item and have them carried out within the set time-limit on the delivery date as agreed upon. Konrad Forsttechnik GmbH shall assume in this case the costs for the completed but yet unmodified delivery items as well as the costs for semi-manufactured goods and raw materials, but said provision shall apply exclusively within the framework of the release of material and manufacture as indicated in the order or request for delivery of ordered goods and which shall be deemed to be legally binding and only insofar as these stocks may not be used by the vendor for another purpose. The vendor shall be obliged to make all arrangements which may restrict these quantities to the minimum extent required for Konrad Forsttechnik GmbH as the ordering party to be charged with these incurring costs.
2.4. The vendor shall not be entitled to carry out any modifications of the delivery item’s qualities or with regard to the manufacturing process of said item unless this has been approved of in writing or has been requested in writing by Konrad Forsttechnik GmbH. This shall also apply to delivery items which have been developed by the vendor at his own responsibility or where said party should be entitled to industrial property rights.
2.5. The order number of Konrad Forsttechnik GmbH shall be indicated in all documents related to the purchase order.
3.1. The prices shall be deemed to be fixed prices and shall include costs for function checkout, quality tests, packing, inspection certificates, acceptance test certificates as well as documentation and shall be deemed to be DDP according to the provisions applicable to the Incoterms 2010 unless otherwise explicitly agreed. This shall include also transport permits where this may be required.
3.2. Any reduction of prices on account of changed market conditions shall be granted also to Konrad Forsttechnik GmbH to the full extent.
4. Date of Delivery and Delivery Periods
4.1. All delivery dates, periods and quantities shall be deemed to be binding as agreed upon by the parties. The relevant criteria to be taken into account for the respective meeting of the date of delivery or delivery period shall be the receipt of the goods with Konrad Forsttechnik GmbH.
4.2. Where delivery FCA pursuant to the Incoterms 2010 has been agreed upon, the vendor shall be obliged to provide the goods independently and whilst taking into account the required time for loading and transport and by notifying the carrier authorized by Konrad Forsttechnik GmbH within the set time-limit so that the punctual receipt of the goods with Konrad Forsttechnik GmbH may be ensured in any case. In the event of a delayed or not met handing-over date, the carrier in charge of the transport of the goods shall make all arrangements at his disposal on behalf of Konrad Forsttechnik GmbH in order to ensure the compliance with the relevant date of the receipt of the goods with Konrad Forsttechnik GmbH. Any additional costs arising out of special services carried out by the carrier shall be borne by the
4.3. Konrad Forsttechnik GmbH shall be entitled to return deliveries which have been received before the delivery date agreed upon or which exceed the quantities agreed to the vendor at his/her expenses and risk or shall be entitled as well to charge the vendor with the costs incurred for the storage of the goods.
4.4. The vendor undertakes to maintain a respective failure strategy for his/her manufacturing facilities and plants in order to ensure a punctual delivery of the goods for Konrad Forsttechnik GmbH.
5. Default in Delivery
5.1. The vendor shall be obliged to effect compensation to Konrad Forsttechnik GmbH for the damage caused by default. This shall include as well indemnification for covering purchases and damages arising out of interruption of business. In the event of default in delivery, Konrad Forsttechnik GmbH shall reserve the right to refuse the acceptance of a delayed delivery without setting a final deadline and to withdraw from the delivered order entirely or partially which shall not entitle the vendor to any claims for damages arising hereof.
5.2. Konrad Forsttechnik GmbH shall be entitled to terminate the agreement with immediate effect in the event of repeated default in delivery by means of a simple notice in writing submitted to the vendor who shall not be entitled to any claims in any form whatsoever.
6.1. The packing shall be made as customary in trade, functional, faultless and of such type that it may be sufficient for the protection of the goods until they have reached the factory of Konrad Forsttechnik GmbH or the respective place of destination or installation.
6.2. Konrad Forsttechnik GmbH shall be entitled but shall, however, not be obliged to defer and to return the packing at the vendor’s cost and risk.
7.1. The Payment shall be made at the choice of Konrad Forsttechnik GmbH either at 3% discount less for payment within 30 days or within 60 days net after compliance with all conditions set out in the order and after receipt of invoice. Any down payments agreed upon by the parties shall be made within 60 days from receipt of a down payment invoice and a free abstract irrevocable bank guarantee of a first-class national banking house.
7.2. Payment shall be made at the choice of Konrad Forsttechnik GmbH either by means of bank transfer, cheque or bill of exchange.
7.3. The payment shall not constitute an acceptance of compliance with provisions related to deliveries or services and shall therefore not be deemed to be a waiver of claims of Konrad Forsttechnik GmbH in any form whatsoever.
7.4. Konrad Forsttechnik GmbH shall reserve the right to make a settlement of payment against counterclaims including those made by group companies.
7.5. All invoices shall be sent in single copy to the finance and accounting department of Konrad Forsttechnik GmbH or by e-mail firstname.lastname@example.org .
8. Guarantee, Claims for Damages and Product Warranty
8.1. The vendor shall assume full guarantee on behalf of his/her own enterprise as well as on behalf of the subcontractors or suppliers of the vendor for the entire period of 24 months with a view to complete and faultless execution of the order which need to be in conformity with the order placement and shall further assume full guarantee of the customary and warranted quality of the deliveries and/ or services as well as compliance with all relevant statutory and official regulations applicable at the place of destination. The vendor further undertakes to guarantee that workmanship, construction, expedience and manufacturing technique of the ordered item meet the state of the art of both scientific and technical standards and that only first-class material and of proper quality has been used which is fit for the designated purpose. Where immovable objects are concerned or objects designated for installation or use related to immovable objects, a period of guarantee of 60 months shall be applicable thereof.
8.2. In the event of services related to engineering, consulting, software or documentation as well as in the event of deployment of personnel, the vendor undertakes to give unrestricted and unlimited guarantee for the correctness and completeness of all written and oral statements and instructions made by him
8.3. The vendor undertakes to guarantee that services with a view to training, maintenance, repair and overhaul are carried out with regard to the products delivered and to be provided for at a marketable remuneration as customary and shall guarantee as well subsequent deliveries and deliveries of spare parts, wear and tear parts for a period of 15 years as of the date of contractual performance.
8.4. The respective period of guarantee shall start from the date of delivery and handing-over of the goods to the final customer or in the event of the utilization of the goods in a plant of Konrad Forsttechnik GmbH said guarantee period shall commence upon their first use.
8.5. The vendor agrees that Konrad Forsttechnik GmbH shall only be obliged to examine the delivery item and to issue the notice of defects on the occasion of handing-over of the final product to the final customer of Konrad Forsttechnik GmbH.
8.6. The vendor undertakes to carry out remedying of defects by means of repair, replacement and/or subsequent delivery promptly and within a short time at its own cost and risk. Should the vendor fail to fulfill its obligations immediately, Konrad Forsttechnik GmbH shall be entitled to take measures that remedying of the defects or services not rendered by the vendor are carried out either by Konrad Forsttechnik GmbH’s personnel or have these remedying or performance of services carried out by third parties at the cost and risk of the vendor. This shall not affect further obligations of the vendor.
8.7. In the event of repair of the subject-matter of the contract and/or replacement of faulty parts, the period of guarantee shall start anew respectively. The guarantee period of the entire product shall be extended at the same time for that period of time during which the product could not be used on account of the defect and its remedying.
8.8. Any entitlements to claims of damages of Konrad Forsttechnik GmbH shall be extended also to compensation for lost profit and compensation for all damages which had to be indemnified by Konrad Forsttechnik GmbH with the final customer regardless of the extent of vendor’s fault.
8.9. Should Konrad Forsttechnik GmbH be held liable on account of faultiness of the subject-matter of the contract, the vendor undertakes to save Konrad Forsttechnik GmbH harmless of any third party’s claims and to compensate Konrad Forsttechnik GmbH for all claims arising out of this title for execution payable to any third party. The vendor further undertakes to support Konrad Forsttechnik GmbH in any potential legal dispute with any third party to the best possible extent. Should the vendor claim that no faultiness of the delivered item or service performed should exist within the framework of the product liability terms, such statement shall be proven to be true by him/her towards Konrad Forsttechnik GmbH by means of furnishing evidence. These obligations of the vendor shall also apply if his/her product or service shall only constitute a part of a service performed by Konrad Forsttechnik GmbH for any third party. The vendor shall be obliged in this case to compensate Konrad Forsttechnik GmbH entirely for all expenses incurred and which have arisen out of this title towards third parties’ claims.
9. Confidentiality, Progress Controls and Quality Controls
9.1. The vendor undertakes to treat all commercial and technical information and documents confidential which are unknown to the public and which have been disclosed to him on account of the business relationship.
9.2. The entire documentation such as drawings, models, templates, samples or similar items shall neither be entrusted nor disclosed to any unauthorized third party nor shall they be made accessible. Copying of such documents or items shall only be admissible within the framework of the business requirements and whilst observing the copyright provisions applicable thereof.
9.3. The vendor undertakes to forward the instructions stated above regarding confidentiality as well to the subcontractor and supplier of the vendor who shall be obliged to comply as well with said provisions.
9.4. Konrad Forsttechnik GmbH shall be entitled to carry out at any time inspections at the vendor’s plant or at the respective plant of the subcontractor or vendor's supplier with regard to the examination of state of manufacture and quality of the goods.
9.5. The names of the subcontractors and vendor’s suppliers related to the contractual performance shall be communicated to Konrad Forsttechnik GmbH within a short time after placement of the orders with the exemption of those cases where production of standard parts is concerned. However, no legal relationship shall be entered into by and between Konrad Forsttechnik GmbH and the subcontractor and vendor’s suppliers. The vendor shall assume liability for the selection and fault of its subcontractors and suppliers.
10. Convenant against Assignment
10.1. The vendor shall not be entitled to assign the rights and obligations arising out of the contract to any third party without the explicit written consent of Konrad Forsttechnik GmbH.
10.2. Any assignment of payment claims shall only be admissible if the explicit written approval by Konrad Forsttechnik GmbH has been received.
11. Applicable Law and Legal Venue
11.1. The mutual business relationship shall be governed exclusively by Austrian substantive law excluding the provisions governing the United Nations Convention on Contracts for the International Sale of Goods (CISG).
11.2. The legal venue for all disputes arising out of the respective contractual relationship with regard to effectiveness, accomplishment and interpretation of agreements shall be deemed to be the court competent as regards the subject matter in Wolfsberg.
12. Other Provisions
12.1. Any contractual agreements reached explicitly with the vendor which may deviate from these terms of purchase, shall supersede said purchase terms.
12.2. Any amendments of contractual agreements or amendments of the terms of purchase as well as further manifestations of intent to be made on account of or with a view to the contractual relationship shall only be deemed to be valid if they have been made in writing.
12.3. Should any provision of these terms of purchase be or become ineffective or should the terms of purchase be incomplete, this shall not affect the validity of the contents of the remaining provisions.
The parties shall endeavour to replace the ineffective provision with a new provision, the content, meaning and purpose of which conform as far as possible in a legally effective and economic way to those of the ineffective provision.