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General Terms and Conditions

of

STRONG Ges.m.b.H.

Franz-Josefs-Kai 1

1010 Vienna

Company Register No. 248817 h

 

Version from 7th November 2013

 

 

 

 

  1. Preamble

 

These Terms and Conditions apply to all contracts concluded between the Purchaser and STRONG Ges.m.b.H. (hereinafter referred to as STRONG) in its capacity as Contractor for the purchase and delivery of goods, general and project-related services, and training courses. General services also include any financial grants or bonuses paid by STRONG to the Purchaser. Deliveries made by STRONG in connection with online orders via the web shop are also covered by these General Terms and Conditions. Special conditions regarding the web shop are laid out in points 10 and 11. These conditions are applicable to all future General Terms and Conditions, even if they are not explicitly agreed.

 

 

 

 

  1. Scope and validity

 

    1. These General Terms and Conditions of STRONG are applicable to all of the aforementioned services that are rendered by STRONG itself or by a subcontractor appointed by STRONG.

 

    1. Any reference to or application of the General Terms and Conditions of the Purchaser is hereby excluded. Conflicting terms and conditions of the Purchaser shall not be binding upon STRONG, even if STRONG does not expressly reject such terms and conditions. For Purchasers outside the scope of application of the Austrian Consumer Protection Act (KSchG), agreements which deviate from these General Terms and Conditions shall be made in writing.

 

    1. Agreements made in regards to the aforementioned contractual services shall only be legally binding when they are couched in the form of a written contract and have been duly signed by STRONG. Ancillary agreements that modify the scope of the contractually agreed service shall require explicit confirmation in writing.

 

    1. The requirement to couch an agreement in writing may, subject to mutual agreement, be dispensed with for services with a total agreed consideration of less than EUR 400.00. Moreover, the contract can be concluded and simultaneously executed by STRONG carrying out the order placed by the Purchaser.

 

    1. Offers, including those in brochures, advertisements, in the web shop or the like, and with regard to price indications and delivery deadlines, shall always be non-binding and fundamentally without obligation. The technical data provided in catalogues, brochures, in the web shop or the like are prepared with all due care, errors excepted, technical modifications and modifications to design, colour or weight are reserved within reasonable limits. In particular, complaints based on differences in design, colour or weight shall be rejected if these differences fall within the tolerance range of quality guidelines, standards or within the range normal for the industry. If the purchaser is a business person, essentially only the product description of the manufacturer shall be considered as to the quality of the goods. Public statements made by the seller or the manufacturer or his agents, in particular in any advertising or labelling, with regard to certain characteristics of the item shall not represent any contractual indication of quality in respect of other companies. Verbal agreements are always non-binding and require mutual confirmation in order to attain validity and effectiveness.

 

 

  1. Object of the contract

 

    1. STRONG provides the Purchaser with goods and services at an agreed place. STRONG makes use of its own employees, subcontractors or other agents for this purpose.

 

    1. The Purchaser shall appoint a contact partner whose declarations, insofar as they serve the processing of the order and are not to be couched in writing in accordance with point 2 of these Terms and Conditions, and whose actions are binding for his company.

 

    1. Prior to and during execution of the agreed order, the Purchaser is required to inform STRONG about all circumstances of relevance in regards to the processing of an order and procedures that are required and essential for the preparation and execution of the order.

 

    1. The Purchaser is required to support STRONG with the execution of the order to the best of its knowledge and conscience and to create the necessary preconditions for proper execution of the order. In particular, the Purchaser undertakes to provide STRONG with all documents, data and information in the form required to fulfil contractual obligations. The Purchaser is also required to inform its employees in good time about upcoming deliveries or other services to be rendered by STRONG.

 

    1. If STRONG should be prevented in executing its agreed services under this contract, be delayed or entirely prevented from performing the acceptance test because employees, documents data or equipment of the Purchaser are not made available in an appropriate or sufficient manner, or the Purchaser intentionally or negligently fails to fulfil its duty of collaboration or does not adhere to deadlines, STRONG shall be entitled to charge the Purchaser any additional expenses incurred as a result of the impediment and to withdraw from the order.

 

    1. The basis for services shall be the written description of the same, which STRONG has elaborated based on the provided documents and information or those made available by the Purchaser. A description of services elaborated by STRONG must be inspected by the Purchaser for correctness and completeness. The performance description shall be deemed approved if no objections have been received within 2 (two) weeks of the description being sent to and received by the Purchaser. Change requests that are late or notified at a later time shall only be executed under separate time and price agreements.

 

    1. If it should transpire during execution of the order that the execution of the order is actually or legally impossible, then STRONG shall notify the Purchaser of this fact without delay. In this case, both contractual parties shall be entitled to withdraw from the contract. In this case, any costs and expenses incurred up to that point for the activities of STRONG in accordance with the presented, internal project accounting must be reimbursed by the Purchaser insofar as STRONG is not in any way at fault for this impossibility of fulfilment.

 

    1. The sending of products for delivery or parts thereof, documentation, service descriptions or other parts made available by the Purchaser shall be at the expense and risk of the Purchaser. STRONG is not required to take out any insurance in this regard. This can be done at the expense of the Purchaser at the written request of the Purchaser.

 

 

  1. Service period

 

    1. STRONG shall endeavour to adhere to the agreed times of fulfilment as precisely as possible.

 

    1. Agreed deadlines are based on an estimate made in all conscience at the time of concluding the contract and are set by mutual agreement between STRONG and the Purchaser. If the agreed deadlines are exceeded, the Purchaser shall grant STRONG an appropriate extension.

 

    1. Deliveries to be made on fixed dates must be announced as such by the Purchaser when placing the order.

 

    1. If employees of STRONG are unable to adhere to deadlines for the rendering of services due to force majeure, illness, accident or other circumstances beyond STRONG's control, STRONG shall be entitled to render the services at a later date to be set by mutual agreement, to the exclusion of any obligation to make compensation.

 

    1. For orders that include definable partial services, STRONG shall be entitled to submit partial invoices for these partial deliveries.

 

    1. Delivery delays and cost increases that arise from incorrect, incomplete or subsequently modified details and information or documents made available by the Purchaser or third parties within the sphere of the Purchaser, shall not be the fault of STRONG and cannot lead to the default of STRONG. Additional costs arising from this shall be borne by the Purchaser.

 

 

  1. Prices

 

    1. All prices are shown in EURO in accordance with the law and are exclusive of value added tax. The prices in the web shop are excluded from this. Unless otherwise agreed with the individual Purchasers, the web shop shall display the total price to the customer, inclusive of value added tax.

 

    1. The prices are based on the costs at the time of the first price offer. If the costs have increased at the time of the delivery or service, STRONG shall be entitled to adjust the prices accordingly.

 

    1. For deliveries and the rendering of services in countries for which STRONG despatches the goods for delivery from a warehouse located in Austria, statutory value added tax at the prevailing rate will be added to the invoice.

 

    1. For Purchasers and customers in countries of the European Union to which STRONG delivers goods from another country of the European Union, such invoices shall be issued without value added tax if the customer is in possession of a value added tax identification number (VAT No.) for the country appearing in the delivery address and has notified STRONG of this number prior to preparation of the invoice. If this VAT No. proves to be false or is not recognised by the competent tax authorities, STRONG reserves the right to invoice the value added tax separately, also in arrears if necessary.

 

    1. Purchasers and customers based in countries outside the European Union are responsible for paying customs duties. The invoice shall be issued for export purposes, without value added tax and duty unpaid.

 

    1. If the legal basis for import taxes or the like changes between formation of the contract and rendering of service, STRONG shall be entitled to adjust the prices accordingly and to invoice any difference in the amount afterwards as necessary.

 

    1. If fluctuations in foreign currency exchange rates cause costs to change by more than 10% to the detriment of STRONG, and the contracting parties are unable to agree on a corresponding price change, STRONG shall be entitled to withdraw from rendering the service. Any costs or damages shall be borne by the Purchaser and cannot be charged to STRONG.

 

    1. The services rendered shall be invoiced to the Purchaser following acceptance of the service. The Purchaser shall accept the services without delay. This also applies to the rendering of an agreed partial service. STRONG has the right to demand the payment of deposits as security and to suspend execution of the order until this agreed deposit has been paid by the Purchaser. All damages and any costs incurred by this delay to the rendering of service shall be borne by the Purchaser.

 

    1. Travel expenses, daily allowances and accommodation expenses for agreed training courses or services provided by STRONG or its appointed agent shall be invoiced to the Purchaser separately at the prevailing rates. Travel time is considered working time.

 

 

  1. Payment

 

    1. The invoices, inclusive of value added tax, that have been issued by STRONG must be paid promptly on or after the invoice date without deduction and free from charges. For services relating to goods, the delivered goods shall remain the property of STRONG until payment has been made in full by the Purchaser. If the goods are to be forwarded to third parties, the Purchaser shall draw the attention of these third parties to this fact.

 

    1. For orders that encompass several units (e.g. training courses and partial deliveries, STRONG shall be entitled to invoice each individual unit or partial service after delivery or performance.

 

    1. Compliance with the agreed payment deadlines forms an important condition for the further execution of the delivery or performance of contract by STRONG. If payment (including payment of partial invoices and on-account payments) is more than 2 (two) weeks late, STRONG shall be entitled, after a single reminder and the granting of an extension of 1 (one) week, to suspend on-going work and to withdraw from the contract.

 

    1. The Purchaser is not entitled to withhold payments due to the incomplete rendering of services, claims under guarantee or warranty, or defects.

 

    1. The offsetting of claims of STRONG with counterclaims of the Purchaser is hereby expressly excluded unless STRONG has acknowledged the counterclaim. The Purchaser's right of retention shall be limited to these recognised counterclaims.

 

    1. In the event of late payment, STRONG shall be entitled to charge the Purchaser for all expenses and costs arising as well as late payment interest in the amount of 8% above the prevailing bank rate. In the event of late payment despite a reminder, STRONG shall be entitled to demand that the Purchaser pay the dunning and collection costs required for the purposeful pursuit of rights for the debt collection agencies and lawyers engaged by STRONG. For debt collection agencies, these are based on the statutory calculation rates of the debt collection agency; for lawyers in accordance with theNULL