1) Area of Application
The General Terms and Conditions ("GTC") apply to all transactions concluded by the Customer with the company Compost Systems GmbH, Maria-Theresia-Straße 9, 4600 Wels ("Compost Systems"). They also apply as general conditions for all further contracts between the Customer and Compost Systems. The current version of these GTC at the time of conclusion of the contract shall apply in every case. Changes to the GTC can only be made in writing and require the signature of a person authorized to represent Compost Systems. This formal agreement cannot be canceled verbally or implicitly. It is expressly forbidden for the Customer to put any other GTC into force than other than those laid down herein. If reference is made to GTC other than those laid down herein, the relevant clause shall be null and void.
2) Place of performance, place of payment, place of jurisdiction, applicable law
In the absence of any other agreement, the place of performance is the registered office of Compost Systems. For the transfer of risks and costs, the Incoterm "Ex works" (EXW), as amended in 2020, shall apply without any special agreement.
The place of payment is the registered office of Compost Systems. The place of jurisdiction is the local competent court in Wels, Austria. Austrian law shall apply, with the exception of the UN Convention on Contracts for the International Sale of Goods as well as the provisions on private international law and the rules of conflict of laws.
The terms of payment are stipulated separately. Unless otherwise agreed, 6 working days net apply. The Customer shall not be entitled to withhold payments due to warranty claims or to set off payments against counterclaims not expressly acknowledged by Compost Systems. Default of payment by the Customer shall extend the agreed delivery period accordingly. In case of default of payment, interest on arrears in the amount of one percent p.m. plus a processing fee shall be stipulated. Agreed rebates, discounts or cash discounts shall become invalid if the Customer exceeds the payment term. In this case the regular list prices of Compost Systems at the time of the order shall apply.
In case of default in delivery attributable to the fault of Compost Systems, a reasonable period of grace of at least four weeks shall be deemed to be approved. A notice of default and grace period on the part of the Customer has to be provided expressly in the form of a registered letter addressed to Compost Systems. The beginning of the grace period shall be the day after the actual receipt of the notice of default and grace period by Compost Systems. The agreement of penalty payments for default shall be excluded, otherwise they shall always be deemed to be lump-sum compensation. Claims against Compost Systems due to default for which Compost Systems is not responsible shall be excluded in every case. In case of default of acceptance on the part of the Customer, Compost Systems may charge all costs of delivery, including the transfer of the non-accepted goods to a public warehouse. Compost Systems reserves the right to claim any damage exceeding this amount.
Prices are based on the prices of the suppliers of the Compost Systems company at the time of quotation. Unless otherwise agreed, the prices shall be ex works of Compost Systems not including packaging and loading. If delivery to a destination designated by the Customer is agreed, the prices shall be understood as excluding unloading. Possible price changes of labor and material shall be communicated to the Customer within 12 working days after being notified of them. If the Customer does not approve of the cost overrun, both parties may withdraw from the contract without any disadvantages.
The warranty period is 12 months after delivery. The Customer must prove that the defect was already present at the time of delivery. There is no warranty for wearing parts. The Customer is obliged to inspect products immediately upon receipt and to notify Compost Systems immediately in writing of any defects. Defects shall be remedied at the discretion of Compost Systems by a) repairing the defective products on site; b) returning them to Compost Systems for repair, in which case the costs of transport shall be borne by the Customer; or c) replacing them. The correction of a notified defect shall be carried out at the registered office of Compost Systems. Products complained about shall initially be invoiced; only after Compost Systems has acknowledged a defect shall the Customer receive a corresponding credit note. Compost Systems is entitled to any replaced or defective products. Corrections of defects carried out independently by the Customer must be approved in writing in advance by Compost Systems. The warranty obligation of Compost Systems presupposes the observance of the operating conditions, in particular the use of the proper operating equipment, the observance of the maintenance instructions, and normal use on the part of the Customer.
Compost Systems shall be liable without restriction for intent and gross negligence. In case of slight negligence, Compost Systems shall only be liable if essential contractual obligations are violated. This does not apply in case of damage to life, body or health. Liability shall be limited to the foreseeable damage typical for the contract, but up to a maximum of 50% of the order amount. The liability of Compost Systems for indirect and unforeseeable damages as well as loss of production and use, loss of profit, loss of savings and financial losses shall be excluded in case of slight negligence – except in case of damage to life, body or health.
The Customer undertakes to keep any information regarding the technical and commercial knowledge of Compost Systems that becomes known to him or her in the course of the business relationship confidential and to use it only for the contractually intended purposes. This obligation shall apply for the duration of the business relationship as well as after its termination. It does not apply to publicly known knowledge that has become known to the Customer without violating this confidentiality obligation.
9) Force majeure
Compost Systems shall in no case be responsible for the following circumstances: Labor disputes and any circumstances beyond the control of the parties , such as fire, mobilization, requisition, embargo, insurrection, lack of means of transport, general shortage of supplies, restriction of energy consumption.
10) Retention of title
The delivered products remain the property of Compost Systems until full payment of all claims resulting from the respective order. The Customer shall, at the request of Compost Systems, perform all acts and declarations as well as take all precautions to ensure the right of ownership of Compost Systems.