General Terms and Conditions of Sale of Kälte- und Systemtechnik GmbH
Download GTCs (valid from 01.04.2025)
1. Scope
1.1 These General Terms and Conditions of Sale (GTCS) shall apply to all contracts for the sale and delivery of goods, services and software concluded by Kälte- und Systemtechnik GmbH (hereinafter referred to as "Contractor" or "Kälte- und Systemtechnik GmbH") with its customers (hereinafter referred to as "Customer").
1.2 Deviating or supplementary terms and conditions of the Customer shall only apply if the Contractor expressly agrees to them in writing. The Customer's terms and conditions shall not be recognised as effective even if the Contractor does not expressly object to them upon receipt.
2. Offer and Conclusion of Contract
2.1 All offers of Kälte- und Systemtechnik GmbH are subject to change and non-binding, unless they are expressly designated as binding.
2.2 The contract is concluded upon written confirmation of the Customer's order by the Contractor. Verbal agreements or promises require written confirmation.
3. Prices and Terms of Payment
3.1 The prices stated in the Contractor's offers are net prices and do not include the applicable statutory value-added tax, unless otherwise stated. The costs of dispatch, transport, customs, and insurance for the goods shall be reimbursed separately by the customer. The authorisation to deduct a discount requires an express written agreement.
3.2 Unless otherwise agreed in writing, the Contractor's invoices shall be due for payment without deduction within 14 days of invoicing. The Contractor is authorised to issue advance payment invoices when the order is placed and thereafter to issue partial invoices.
3.3 The Customer shall only be entitled to set-off if its counterclaims have been legally established, are undisputed or have been recognised by the Contractor ("prohibition of set-off").
3.4 For additional services not covered by the scope ofthe offer, the contractor shall be entitled to a reasonable remuneration.
3.5 The Contractor shall be entitled to charge the statutory value-added tax to the Customer if the documents and certificates (transport documents, confirmation of arrival, etc.) required to prove any exemption from tax are not submitted within a reasonable period of time.
4. Delivery, delivery periods, transfer of risk and default of acceptance/lncoterms FCA
4.1 Delivery periods and dates shall only be binding if they have been expressly confirmed as binding by the Contractor.
4.2 The Contractor shall be entitled to make partial deliveries insofar as this is reasonable for the Customer.
4.3 The risk of accidental loss and accidental deterioration of the goods shall pass to the Customer when the goods are handed over to the forwarding agent or carrier, but at the latest when the goods leave the Contractor's warehouse. This shall also apply if the Contractor bears the shipping costs. Customary modes of dispatch shall be deemed approved by the customer in this context. Dispatch, loading and unloading as well as transport shall always be at the Customer's risk. This shall also apply in the case of partial deliveries.
4.4 lt is hereby stipulated that the customer shall, if necessary, arrange for the conclusion of transport insurancewith a sum insured correspondingto the value of the goods at its own expense and at its own instigation.
4.5 The customer shall ensure that the necessary structural, technical and legal requirements for the implementation and execution of the contract are met on site.
4.6 If the validity ofthe Incoterms "Free Carrier- FCA" has been agreed for a legal transaction with our customer, the following shall apply:
Unless otherwise agreed, the goods must be handed over to the carrier specified by the customer or collected by the customer within 14 days of notification of read iness for delivery in the sense of an expressly agreed acceptance obligation. If the goods are not handed over to the carrier or collected for reasons for which the customer is responsible, the customer shall be in default of acceptance and the risk of deterioration or accidental lass of the goods shall pass to the customer ("price risk").
In this case, the customer is obliged to reimburse the contractor for the expenses incurred, in particular the storage costs of EUR 50€/m2 per month. lf, in the event of default of acceptance, the goods are not collected or handed over to the carrier specified by the customer despite a written 14-day grace period (e-mail is sufficient), the contractor shall be entitled, at its discretion, to withdraw from the contract or to invoice the customer for the goods deemed to have been delivered and delivered in this case, waiving the customer's objection that they are not due, including VAT.
5. Reservation of title
5.1 The Contractor retains title to the delivered goods until all claims arising from the business relationship have been paid in full. The customer agrees that the location of the goods subject to retention of title may be entered by the contractor in order to enforce the retention of title.
5.2 The customer is obliged to treat the reserved goods with care and to insure them adequately against fire, water damage and theft at his own expense.
5.3 The resale of goods subject to retention of title is only permitted if this has been announced in good time in advance, stating the name and address of the purchaser, and the sale has been approved in writing. In the event of consent, the customer's purchase price claim shall be deemed assigned to the contractor.
6. Use of the software and data
6.1 If the customer acquires software from Kälte- und Systemtechnik GmbH or if th is is provided in connection with the delivered systems, the customer shall receive a simple, non-transferable and non-exclusive right to use the software for the purposes either expressly agreed with the contractor or otherwise to the extent absolutely necessary for the fulfillment of the contract.
6.2 All rights to the software developed by Kälte - und Systemtechnik GmbH, including all future further developments, updates and modifications, shall remain exclusively with the Contractor.
6.3 The data collected and processed in connection with the systems and the software shall remain the property of Kälte- und Systemtechnik GmbH. The contractor is entitled to use this data for technical analyses, optimisations and for marketing and advertising purposes, insofar as this is legally permissible and does not conflict with any interests of the customer worthy of protection.
6.4 The customer undertakes not to copy, decompile or modify the software or make it accessible to third parties.
7. Warranty and liability
7.1 Within the framework of the Austrian statutory warranty provisions, the Contractor warrants that the delivered goods and software are free from material defects and defects of title at the time of the transfer of risk.
7.2 Obvious defects must be reported in writing immediately after delivery, hidden defects within 10 days of discovery. Reference is made to the customer's obligation to give notice of defects within the meaning of. § 377 UGB is referred to.
7.3 In the event of Grounds for Appeal defects, the Contractor shall be entitled to choose, within a reasonable period of time, to rectify the defect, make good what is missing or replace the goods. Several rectifications and replacement deliveries are permissible. In the event of timely improvement, supple-mentation of the missing quantity or replacement delivery, further claims such as cancellation of the contract (rescission) or price reduction are expressly excluded.
Any transport and travelling costs incurred in connection with the rectification of defects shall be borne by the customer. Defective deliveries are to be returned to us by the customer - insofar as this is economically justifiable. Any request for cancellation can be averted by improvement or an appropriate price reduction, provided that the defect is not significant and irreparable.
Further claims by the customer, in particular claims for damages, shall only exist in the event of intent or gross negligence on the part of the contractor.
7.4 The warranty period shall be 12 months from the date of handover in mutually agreed amendment of the periods regulated in Section 933 Austrian Civil Code, unless a langer period is prescribed by law or - for example in a framework agreement - negotiated separately. If the goods are not accepted within 8 weeks of notification of readiness for delivery for reasons for which the customer is responsible or the dispatch of the goods is ordered within this period , the warranty period shall commence (retroactively) upon notification of readiness for delivery to the customer.
7.5 The Contractor shall only provide a warranty for defects that occur in compliance with the agreed operating conditions and du ring normal use.
7.6 If the contract is fulfilled on the basis of information, drawings, plans, models or other specifications provided by the customer, warranty is only provided for the execution in accordance with the conditions as defined by these customer specifications.
8. Liability, product liability and indemnification
8.1 The Contractor shall only be liable in the event of a breach of contractual or pre-contractual obligations in cases of intent or gross negligence. Liability shall be limited to the maximum liability amount of any liability insurance taken out by the contractor.
8.2 Customer claims for damages must be asserted in court within 12 months, otherwise they shall lapse.
8.3 The Contractor's liability for indirect damage, loss of profit, loss of interest, failure to realise savings, consequential damage and financial loss and damage arising from third -party claims, as well as for damage caused by unsuitable or improper use, incorrect or negligent handling or storage, is excluded by mutual agreement.
8.4 The Contractor shall otherwise be liable for all damage caused by defective goods or services supplied by it in accordance with the statutory provisions of the Product Liability Act.
8.5 The customer is obliged to inform the contractor immediately if third parties assert claims against the customer due to defects in the delivered goods.
8.6 The Customer shall indemnify the Contractor against all third-party claims in connect ion with the use of the delivered goods and software by the Customer, insofar as these are attributable to the Customer's behaviour.
9. Confidentiality and data protection
9.1 The customer undertakes to treat all information and data obtained in the course of the business relationship as confidential and not to disclose it to third parties, unless it is publicly available or required by law.
9.2 The Contractor shall collect, process and use the Customer's personal data in accordance with the statutory provisions, in particular the General Data Protection Regulation (GDPR). The customer agrees that their data may be processed for the fulfilment of the contract and for advertising purposes.
10. Cancellation of the contract
lt is understood that the contractual goods, systems, and technically complex services are always manufactured, prepared, and assembled based on the customer's special requirements and specifications. Cancellation of the contract by the customer is therefore only possible for compelling legal Grounds. Unauthorised withdrawal from the contract shall entitle the Contractor to charge the agreed remuneration in full.
11. Force majeure
11.1 Events of force majeure that make the fulfilment of the contract considerably more difficult or impossible shall entitle the Contractor to terminate the contract in whole or in part. These events include, in particular, natural disasters, pandemics, strikes, lockouts, official measures and other unforeseeable, unavoidable events.
11.2 In such a case, the Customer is obliged to inform the Contractor immediately of the occurrence of force majeure.
12. Final provisions
12.1 Amendments and supplements to these Terms and Conditions of Sale must be made in writing.
12.2 Debit individual provisions of these Terms and Conditions of Sale are or become invalid, the validity of the remaining provisions shall remain unaffected.
12.3 Austrian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The language of negotiations is German.
12.4 The place of jurisdiction for all disputes arising from or in connection with this contract is the registered office of Kälte- und Systemtechnik GmbH, provided that the customer is an entrepreneur.
Kälte- und Systemtechnik GmbH
Strassfeld 5, 3441, Freundorf
01.04.2025