General Terms and Conditions of Business
of LINETECHNOLOGY GmbH
- Scope of Application These General Terms and Conditions of Business (GTC) apply to all sales and deliveries of LINETECHNOLOGY GmbH, Patertal 20, A-3340 Waidhofen/Ybbs ("Linetechnology") of modular processing systems ("products") to any buyer of the products ("buyer") and to services rendered by Linetechnology. These GTC are part of the contractual relationship between Linetechnology and the buyer and govern this relationship regardless of previous agreements made. Additional or deviating conditions or contract forms of the buyer are hereby rejected by Linetechnology and are not part of the contractual relationship between Linetechnology and the buyer.
- Formation of contracts
- A legal transaction is established at the earliest upon order confirmation of Linetechnology or the delivery of products, depending on which occurs first ("contract").
- If the order confirmation deviates from the buyer's offer, the contract is established in accordance with the order confirmation with inclusion of these GTC. If confirmation of an order confirmation or other correspondence from the buyer contains supplements to or deviations from the order confirmation, these shall not be considered agreed and are not part of the contract.
- All offers from Linetechnology are always non-binding. Each offer applies only to a period of 60 days from the date of issue, provided that it has not already been revoked by Linetechnology.
- Prices, terms of payment
- Unless otherwise specified in the order confirmation, all prices shall be understood to be in euros and EXW place of origin in A-3340 Waidhofen/Ybbs, Austria (Incoterms® 2010), and to exclude sales, excise or other taxes or other official fees.
- If Linetechnology performs supervised tests of the products (product tests) on the customer's premises or on the premises of Linetechnology or a partner company at the request of the buyer, Linetechnology is entitled to charge fees for these tests. Unless otherwise agreed, the buyer shall communicate to Linetechnology after completion of the test whether it will purchase the products. If the buyer decides not to purchase the products, Linetechnology is then entitled to leave the products at the buyer’s premises free of charge until Linetechnology can arrange return transport.
- In case of tests on the buyer's premises, the buyer shall provide a suitable installation site, suitable materials for the test as well as necessary auxiliary materials (e.g. forklifts, cranes, etc.), including power and, if necessary, proper disposal, at its own expense. If employees of the buyer are needed for the test, the buyer shall make available appropriately qualified personnel, in which case the occupational safety of those personnel remains the responsibility of the buyer. The buyer shall also ensure that its employees comply with the operating instructions and safety notices of Linetechnology.
- Payments shall not be recognised as full satisfaction of debt until the amount is freely available to Linetechnology. Payment is due for settlement up to the invoice date. If a discount is granted, this only applies if payment is made up to the due date.
- Received payments will be credited to the oldest open invoice and to the interest charged for late payment that may have accrued for this. Linetechnology is authorised to offset amounts received from the purchaser with other amounts owed by the purchaser from this contract or from others; this is regardless of a payment specification by the purchaser. The purchaser is not authorised to offset or retain payments due to Linetechnology or other amounts due from counter claims, discounts, deductions or other conditions against entitlements to be recovered of Linetechnology.
- If Linetechnology does not receive payments by the due date, Linetechnology can demand late payment interest at the legal rate from the payment due date onwards. The purchaser is obliged to indemnify Linetechnology for any and all exchange losses suffered due to the purchaser not paying in due time or to the purchaser not paying in the currency stated in the order confirmation.
- Delivery, Risk of Damage or Loss, Transfer and Reservation of Ownership
- Delivery dates specified by Linetechnology are not binding. Even if Linetechnology does not deliver or ship the products (or a part thereof) promptly, the buyer is obligated to accept the delivery and pay for the products in full.
- Deliveries of all products are made EXW A-3340 Waidhofen/Ybbs, Austria (Incoterms® 2010). Risk of loss or damage to products is transferred to the buyer upon handover to the transport company. Any claims for damages made by the buyer shall be asserted immediately against the carrier.
- Unless otherwise agreed with the buyer in writing, Linetechnology does not perform any installation, configurations or other adjustments of the products. Trainings are only held based on corresponding agreements.
- The buyer is liable for all storage, insurance and other costs caused by a default of acceptance by the buyer. If the buyer does not accept the products or if it does not provide Linetechnology with sufficient instructions, documents, licenses or permits for the delivery to enable Linetechnology to make a timely delivery, all risk associated with and arising from the products is transferred to the buyer and the products are considered to have been delivered.
- Notwithstanding delivery, the transfer of risk or other provisions of these GTC, ownership of the products is only transferred to the buyer if the purchase price has been paid in full. In case of seizures or other interventions by third parties regarding products under reservation of ownership, the buyer is obligated to notify Linetechnology immediately and inform the third parties of this reservation of ownership. If the buyer does not meet these obligations, it shall be liable for the resulting damage.
- Partial deliveries are permitted, unless otherwise specified in the order confirmation from Linetechnology. Accordingly, non-fulfilment of a specific delivery or a violation of an obligation in this regard by Linetechnology shall not affect other deliveries, nor shall it entitle the buyer to consider this contract or any other contract as being cancelled or rejected.
- Contract fulfilment on the part of Linetechnology shall apply, subject to unforeseeable events or events outside of the will of Linetechnology, such as all cases of force majeure, in particular including war-like events, terrorist attacks, official interventions and prohibitions, pandemics and epidemics, transport and customs delays, transport damage, poor weather, lack of power, labour conflicts and supply delays from Linetechnology’s suppliers for whatever reason. In case of an event of force majeure, Linetechnology's obligation to perform shall be suspended without any liability on the part of Linetechnology. Furthermore, delivery times in case of force majeure shall be extended accordingly. Delivery times shall also be extended in case of an event of force majeure that occurs on the part of a supplier of Linetechnology. The agreed payment conditions remain unaffected by this.
- Warranties
- Unless otherwise agreed with the buyer in writing, the warranty period for products is six months, calculated from the day of the transfer of risk according to these GTC. This period applies to replacement parts for products, unless otherwise agreed with the buyer in writing and if they are not subjected to consumption or wear, in which case an independent warranty is not assumed for parts installed in the course of any rectification. Furthermore, Linetechnology shall only be responsible for the parts of products obtained from subsuppliers within the scope of entitled warranty claims of Linetechnology against the respective subsupplier.
- Linetechnology shall not assume any responsibility and does not provide warranty for the products being suited for a certain purpose, offering a certain service or effect or being able to process certain materials, unless this was explicitly confirmed in writing (tests in accordance with Section 3.2 as well as their results are considered neither explicitly nor implicitly confirmed properties of the products). The warranty for products also does not cover any errors that are due to faulty installation or use, misuse, the processing of unsuitable materials, negligence or other reasons on the part of the buyer or a third party. Furthermore, no warranty is provided for malfunctions or damage to products that arise, in particular but not exclusively, due to the following reasons: (i) unsuitable or improper use or negligent handling of products; (ii) faulty installation or commissioning of the products by the buyer and/or a third party; (iii) improper work on the products by the buyer and/or a third party; (iv) a lack of on-site supply and discharge lines and other services and supplies; (v) deviation from agreed or usual operating conditions; (vi) non-compliance with the operating instructions or stipulated operating data or failure by the buyer and/or a third party to perform the designated maintenance work in the operating instructions; (vii) use by the buyer and/or a third party of unsuitable operating material or materials to be processed.
- The buyer is obligated to check the products immediately. The buyer is obligated to notify Linetechnology in writing immediately, but at the latest within 3 work days after receipt of the products, about a defective delivery, specifying the defect in detail. In this process, the buyer is responsible for providing evidence that the asserted defect was present during delivery.
- If the buyer runs its own tests on the products, these are performed exclusively at the hazard and risk of the buyer. The buyer takes explicit note that successful use of the products is dependent upon the material used. Linetechnology assumes no liability whatsoever in this regard.
- If the products are or continue to be used by the buyer after tests conducted according to Section 3.2 or Section 5.4, the products are considered accepted without defects.
- If the buyer neglects the previously described obligation to provide notice of defects within the specified periods or continues to use the products after giving notice of defects, it is assumed that the buyer waves all claims and related rights and the products have been accepted as delivered and Linetechnology has no liability whatsoever toward the buyer.
- In the case of a justified claim, Linetechnology shall grant a replacement delivery or credit at its discretion. In case of a replacement delivery, the buyer shall return the defective products at its own expense and risk to Linetechnology at its request. All other warranty claims of the buyer are excluded.
- Limitations of Liability
- In the case of damages culpably caused, Linetechnology’s liability – on whatever legal grounds – is limited in each case to the provisions below.
- Linetechnology accepts no liability if and to the extent that instructions or recommendations with regard to use of the products or to generally accepted practices with regard to the use of the products are ignored by the purchaser unless the purchaser proves that the damage would have resulted even if the instructions and recommendations had been taken into account.
- Linetechnology accepts no liability if and to the extent that instructions or recommendations with regard to use of the products or to generally accepted practices with regard to the use of the products are ignored by the purchaser unless the purchaser proves that the damage would have resulted even if the instructions and recommendations had been taken into account.
- The purchaser bears the burden of proof in all cases.
- Termination and Suspension
- Orders confirmed by Linetechnology may be cancelled or terminated by the buyer only with Linetechnology's written consent and on condition that the buyer indemnifies Linetechnology in full and on request for all losses and damages, costs (including all labour and raw materials used), damage compensation as well as charges and expenses incurred by Linetechnology as a result of the cancellation.
- In addition, Linetechnology is entitled to suspend or discontinue deliveries if the buyer is in default of payment, upon notification of the buyer. This also applies if Linetechnology considers the outstanding amount on the part of the buyer (whether or not it is due) to have reached the credit limit that Linetechnology is prepared to grant to the buyer, whether or not the buyer has been notified of this limit.
- Applicable Law, Court of Jurisdiction
- These GTC and the contractual relationships between Linetechnology and the buyer, including pre- and post-contractual phases and effects, are exclusively governed by Austrian law, excluding its conflict of law rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
- In the case of disputes arising from the contract concluded with the buyer or from the underlying GTC of the contract, including their pre- and post-contractual phases and effects, the court legally responsible for St. Pölten shall have exclusive jurisdiction. However, Linetechnology is free to make use of the buyer's general place of jurisdiction.
- General, Data
- Linetechnology takes the requirements of data protection law very seriously. This means that personal data is protected on a comprehensive basis. This protection is based in particular on the EU General Data Protection Regulation (GDPR) and the Austrian Data Protection Act (DSG 2018). As a result, Linetechnology processes personal data exclusively in accordance with and on the basis of relevant specification.
- Information and data, such as process or machine parameters, that are obtained in the course of product tests in accordance with Section 3.2 or of any agreed commissioning of the products or generated during maintenance of the products may be read out by Linetechnology and used without any restrictions for its own purposes, in particular to expand Linetechnology's knowledge and for quality assurance and further development of Linetechnology products. In this use of the information and data, Linetechnology will ensure that no attribution to natural persons is possible (anonymisation). This use of the information and data by Linetechnology does not give rise to any separate claims whatsoever on the part of the buyer.
- The purchaser may not relinquish the contract or parts of it without the previous written approval of Linetechnology.
- No nonfeasance or delay on the part of Linetechnology in (even partial) enforcement of contract provisions or parts of it must be considered to be renunciation of these rights in this respect or as acceptance of further contraventions.
- The contract represents the entire agreement of the contracting parties and supersedes of any and all previous written and oral agreements and arrangements between the contracting parties.
- If any provision of these GTC is or becomes invalid, this shall not affect the validity of the remaining provisions. In this case, an effective provision that comes as close as possible to the economic purpose of the invalid provision shall be considered agreed upon.
- Any deviation from these GTC must be made in writing.