General Conditions of Sale

General

The General Conditions referred to in the following General Conditions constitute an integral part of the sales contract.

All our deliveries and services are based without exception of these GC.  We do not recognize other contract conditions like General Conditions of the customer, even if they are contained in the customer's confirmation of order and we herewith specifically reject them.  They are only valid on receipt of our agreement in writing.

Changes to our GC are only valid on receipt of our written confirmation.

Changes to our GC are binding for the customer as of the time when they have been delivered or brought to the customer's notice.

Quotation

Quotations are without obligation.

Discounts which have been granted once or several times and other special conditions are not binding for additional deliveries. In general the discounts indicated in the appropriate "Discount List" apply.

Ordering

By placing an order with us, irrespective of the way it is done, the customer accepts our Delivery and Payment Conditions for the duration of the entire business relationship.  This also applies to sales from our agent's stock.

Orders and agreements are only binding when they have been confirmed by us in writing.  Invoicing and deliveries are conform with the written confirmation.  Written confirmation counts for commercial confirmation of order.

Orders which have already been acknowledged by us can only be cancelled on receipt of our written agreement, whereby all resulting and accrued costs are to be borne by the customer.

Prices

The agreed prices are all free depot Vienna or Glanegg, as per written confirmation, plus applicable sales tax and apply always only to each single order.  Repeat orders are considered new orders.

Prices are given in Austrian Shillings.  If compensation or payment has been agreed to in a different currency, the rate of exchange valid on the day of delivery applies for calculating payment in Austrian Shillings. If wage-, material-, or other cost increases occur before execution of the order, we reserve the right to adjust the price in accordance with the delivery period.  At the customer's request proof of the appropriate cost factors will be supplied.

If in the case of Sales and Delivery contracts payment is made by the so-called "split price" mode, then orders for precious metals have to be placed against each delivery of merchandise.  Delivery of precious metals is to the account and risk of the customer.  On delivery the precious metal becomes our property and will be credited to the metal account of the customer.  No discounts apply.  The metal indebtedness of the customers is cancelled

when the shipment has been accepted by a person authorized by us.

If late deliveries are caused by the customer, he becomes liable for any possibly arising damages.

Payment/Delay

If no other modes of payment have been agreed in writing, our invoices are payable immediately, without deduction and free of cost to us.  Receipts of payment are applied against the oldest debt.

Drafts are only accepted by payment on special written agreement.  They must not exceed a validity of 3 months  In case of delay by the customer, credit for drafts and checks are subject to receipt of funds, irrespective of earlier maturity of the delivery price.  It is effected of the day on which the funds are available to us.  Discounts and other costs are at the customer's expense.  We are entitled to invoice for the usual bank rates in case of house-discounts.

If the customer's payments are late, we are entitled to claim 12% interest for delay, whereby any accrued and/or resulting costs are charged to the customer.  For calculation of interest for delay the date of credit by our Bank is relevant.

We are not obligated to any further delivery before payment of all outstanding invoices.  The customer is only entitled to credit if his counter claims have been legally determined, are undisputed, or have been recognized by us.  Furthermore, the customer's right to retain merchandise only applies if his counter claim applies to the same contract.

In case of export orders we request payment by irrevocable letter of credit with our bank or "cash against documents".

If the customer has received several shipments and for reasons which he has to account for, he incurs a delay in the payment of one shipment, then the invoices for all shipments become due u immediately.  Non-compliance with the payment conditions or circumstances which tend to reduce the credit standing of the customer result in immediate maturity of all claims, without respite to extensions, or of the validity of any drafts or checks that have been received.

Under circumstances which would jeopardize our claims, we are furthermore entitled to demand securities or, in the event the customer cannot meet his obligations within a week, to cancel the contract.

Delivery

A delivery time is never binding.  The agreed delivery time begins with the day of our confirmation of order, as long as nothing else was agreed on in writing, but not before all possible quality details have been cleared up.  In general a delivery in time presupposed all the requirements and payment conditions to be met by the customer.

Dispatch is as per our free choice. We deliver in commercial packaging which is charged at cost.  There is no obligation to take back packaging.  At the request and at the account of the customer special packaging can be arranged.

We are not obligated to insure the freight.  The customer carries insurance that may be required in single cases, as well as shipping and freight costs, also for return shipments in the case of an unjustified reclamation, whereby the same type of dispatch is to be used.

Advance deliveries and partial shipments are allowed and must be accepted by the customer.  If raw materials are not received on time, we are released from meeting times, except in cases of intent or severe negligence.  The same applies in the case of order changes by the customer and in cases of Force Majeure.

If the agreed delivery time is extended by more than 2 months, the customer is entitled to cancel the contract while allowing an appropriate extension (min. 4 months).

Our obligation to pay damages for non performance is limited to 50% of the foreseeable damage in cases of slight negligence.  Further damage claims presuppose intent and severe negligence as the cause of delay.  Cancellations are not allowed in cases of Force Majeure.

Increased or short quantities up to 10% of the actual order constitute no right for claims.

Ownership Proviso

All merchandise remains our property until all obligations of the customer have been met.  The ownership proviso serves especially as security for all claims which arise in connection with the execution of the order, for all shipping costs, later repairs, etc.

Ownership passes over to the customer only when he has met all his obligations arising from the mutual business connection.  This also applies if payment has been made for certain articles named by the customer.  For current accounts the ownership proviso serves as security of our remaining claims.

Work and re-work must only be done within the framework of normal business.  Any additional work would always be done for us, without any obligation for us and without compromising our ownership.  If the customer re-works our merchandise with other merchandise, then we are entitled to co-ownership of the new merchandise in relation to the value of all merchandise to be re-worked at the time of re-work.  The new items developing from re-work are considered our merchandise according to these General Conditions (GC).  The re-worked merchandise serves as security for us only to the value of our merchandise.  If the customer sells our merchandise, then he transfers his claims from the sale to us, regardless whether he sells the merchandise unworked or re-worked or together with other services or whether he sells it to one or more parties.  If the customer sells our merchandise re-worked or unworked, together with other merchandise not belonging to us, then transfer of claim to us only covers the value of our merchandise used.  The transferred claim only serves to secure the amount of the merchandise sold in each case.

The customer is only entitled to re-sale of our merchandise on condition that claim to the sales price is transferred to us in accordance with the previous paragraph.  The customer is not entitled to any other disposals of our merchandise.

Despite the transfer, the  customer is authorized to collect the claim from the re-sale.  This authorization can be withdrawn by us at any time, whereby our right of withdrawal is never influenced by the customer's authorization to collect.  But as long as the customer properly meets his payment obligations, we shall not collect the claim.  At our request the customer must inform us of debtors where a transferred claim exists and he must advise the debtor of the transfer.  As per aforementioned GC we are obliged to release securities we are entitled to, if its value exceeds our claims to be secured by 20%, whereby we are free to choose the securities to be released.

Upon meeting all our claims from the business transaction, ownership of our merchandise is transferred to the customer-

In the case of shipments for consignation, viewing and choosing, the recipient of the merchandise  is responsible for maintaining the legal completion period.  If the completion period is extended, then the agreement between the customer and us on deliveries for  consignation or viewing, as set our in the sales contract, applies.

In the event of attachment of delivered merchandise, the customer is obliged to advise the attachment authorities of our ownership proviso and to request it to be listed in the attachment records.  Furthermore, in order to protect our rights, the customer is to advise TAUERNGOLD KG immediately of the executed attachment.

The ownership proviso applies in particular to consignment merchandise of travelling salesmen, which has to be settled with us at the latest 7 days after the sale if no other written agreement with us is in place.

eficiency Complaints and Warranties

We guarantee workmanship according to prevailing standards.  If our customer is a business man according to Austrian Business Law, then it is presumed for activating warranty claims, that the customer has properly met his obligations for examination and deficiency claims according to official guidelines.

Warranty claims are of course only valid if they refer to merchandise which has been recognized by us as originating without a doubt from TAUERNGOLD KG:

Any deficiency complaints have to be made in writing with attached samples of the claimed deficiencies and indicating shipping document and packing slip data.  Otherwise we reserve the right to reject the claim.  In no way, however, does a deficiency complaint mean release from payment obligations.

At our request rejected items have to be returnee to us immediately.

If there is indeed a deficiency, we are obligated to either make a suitable compensation delivery or to guarantee correction of the deficiency.  In the case of a guarantee we are obligated to bear all necessary expenses, like transport, re-work and material costs for the purpose of correcting the deficiency, as long as the costs have not been increased because the delivered goods have been moved to a place other than the place of destination.

In the event that we are not ready or able to correct the deficiency, especially if through our fault this is delayed beyond a reasonable period, of if for any other reason correction of deficiency/compensation delivery does not succeed, then our customer is entitled to either cancel the contract or to demand an adequate reduction of the sales price.

If nothing more occurs, further claims, regardless for which legal reasons, are rejected.  We therefore are not liable for damages which do not apply to the delivered item itself, in particular we are not liable for lost profit or other financial damages to the client.  This exemption of liability does not apply if the cause of the damages is intent or severe negligence.  It also does not apply if the customer's claim for damages is based on non-fulfillment because a promised feature has been omitted.

The warranty period is at least 6 months as of the critical period, provided we have not stipulated in writing or agreed with the customer otherwise.  This is a term of limitation and applies also to claims for substitution, as long as no fraudulent claims are made.

When an order has been passed on to a sub-supplier, then the type and extent of our warranty is limited to the conditions agreed with the sub-supplier.

The customer is obligated to release us from claims of third parties, which arose due to poor re-working by the client of merchandise delivered by us.

No claims are accepted for deficiencies due to normal wear and tear (stretching, abrasions, wear and tear of mechanical parts), excessive use or improper utilization, or which are caused by people or objects at the customer's instruction and our objections, or which are due to the use of the customer's materials.

Licenses/ Trade mark rights

The supplier (third party) is liable for all damages which arise for TAUERNGOLD KG due to the fact that a patent or design, respectively license provided by him, has been pre-registered or protected by others.

In the event TAUERNGOLD KG is taken up the rightful owner for violation of Trade mark rights, them the supplier (third party) is obligated to exempt it from all claims.

Measuring tolerances

Measuring tolerances are always within in our indications, and we reserve the right for changes according to our requirements.

Marking of Merchandise

All finished merchandise leaving our premises have our protected mark "TG" punched either an to an attached part or the lock or on to the rhomboid marking plate before the lock.

Alteration or our merchandise and any special stamping indicating the customer's or a third party's origin, or which gives the impression of a special fabrication, is not permitted.

Excluded are semi-finished products, which the customer may mark any way he wishes, but whereby the finished product must not in any way be connected with the TAUERNGOLD trade mark.

This applies specially to sales negotiations, where the trade name "TAUERNGOLD" must not be used for advertising.

Protection of Origin

Our designs, samples, models, special work methods etc. are considered our intellectual property and even if no special protection exists, they must not be copied or uses in any other way for imitation by the customer.

We herewith prohibit the use or our trade mark or company name as well as clear reference to it for advertising or sales of products which have left our premises in semi- finished state (this applies to all our merchandise not furnished with our mark). In case of re-sale the customer is obliged to inform third parties accordingly. Any infraction renders the customer liable for damages.

Data processing

We are entitled to process or have processed all later concerning the business relationship with the customer. By making a contract the customer agrees to contacted by TAUERNGOLD KG either by telephone or in writing.

Place of Performance

Place of performance for delivery and payment is at our choice exclusively Vienna or Klagenfurt. This also applies to claims from drafts or cheques.

If the customer is an established business then jurisdiction is either Klagenfurt or Vienna. For any possible disputes arising form this business relationship, the laws of the Republic of Austria apply. However, we are free to prosecute the customers at his own jurisdiction.

Furthermore, it is herewith agreed to exclude the regulations or the UN Purchase law and the Haag International Purchase law.

It is herewith agreed that if the customer is not from an EC country, than the decisions of the arbitration of the Austria chamber or commerce applies.

Changes, Partial Voiding

Changes or additions to the GC or to agreed conditions require in each case to be made in writing. If in individual cases parts of these GC or of our agreements with the customer become void or otherwise legally ineffective, then the validity of the other content of these GC or of the agreement is not affected. In such case the legally ineffective clause must be replaces by one that will meet the best commercial aims of both parties.