General terms and conditions Stirline GmbH
Stirline GmbH, 01.2022
1.1. These terms and conditions apply between us (Stirline GmbH) and natural and legal persons (customer for short) for the legal transaction in question and also for all future transactions with corporate customers, even if no express reference was made to them in individual cases, in particular for future supplementary or follow-up orders .
1.2. The version of our General Terms and Conditions that is current at the time the contract is concluded applies to corporate customers, which can be accessed on our homepage (www.stirtec.at) and these were also sent to the customer.
1.3. We contract exclusively on the basis of our terms and conditions.
1.4. Terms and conditions of the customer or changes or additions to our terms and conditions require our express consent - in the case of corporate customers - in writing.
1.5. The customer's terms and conditions are not recognized even if we do not expressly object to them after receipt.
2. Offer/conclusion of contract
2.1. Our offers are non-binding.
2.2. Commitments, assurances and guarantees on our part or agreements that deviate from these General Terms and Conditions in connection with the conclusion of the contract shall only become binding for corporate customers if we confirm them in writing.
2.3. Information about our products and services contained in catalogues, price lists, brochures, advertisements on exhibition stands, circulars, advertising mailings or other media (information material) that cannot be attributed to us is given to us by the customer - provided that the customer bases his decision to place the order on this to explain. In this case, we can comment on their correct position. If the customer violates this obligation, such information is non-binding unless it has been expressly declared to be part of the contract in writing to corporate customers.
2.4. Cost estimates are made without guarantee and are subject to payment. Consumers are informed of the cost obligation before the cost estimate is prepared. If an order is placed with all the services included in the cost estimate, the fee for the cost estimate will be credited to the relevant invoice.
3.1. Prices are generally not to be understood as a lump sum.
3.2. There is a right to reasonable remuneration for services ordered by the customer that are not covered by the original order.
3.3. Prices do not include the applicable statutory sales tax and are ex warehouse. packaging, transport. Loading and shipping costs as well as customs and insurance are at the expense of the entrepreneurial customer. These costs will only be charged to consumers as customers if this has been negotiated in individual contracts. We are only obliged to take back packaging if expressly agreed.
3.4. The customer must arrange for the professional and environmentally friendly disposal of old material. If we are commissioned to do this separately, this is to be remunerated appropriately by the customer to the extent agreed for this purpose, in the absence of a fee agreement.
3.5. We are entitled on our own, as well as obliged at the request of the customer, to adjust the contractually agreed remuneration if there are changes of at least 1.25% with regard to (a) the wage costs by law, regulation, collective agreement, company agreements or ( b) other cost factors necessary for the provision of services, such as material costs due to recommendations by the joint commissions or changes in national or world market prices for raw materials, changes in relevant exchange rates, etc. have occurred since the contract was concluded. The adjustment is made to the extent that the actual production costs at the time the contract is concluded change compared to those at the time the service is actually provided, provided we are not in default.
3.6. The remuneration for continuing obligations is agreed as value-secured according to the VPI 2010 and the remuneration is adjusted as a result. The starting point is the month in which the contract was concluded.
3.7. For consumers as customers, the fee will be adjusted in accordance with point 3.5 in the event of a change in costs, and in the case of continuing obligations in accordance with point 3.6 only in the case of individual contractual negotiations if the service is to be provided within two months of the conclusion of the contract.
3.8. When charging according to length, the greatest length is taken as a basis, this applies to profiles cut and notched at an angle as well as curved profiles, handrails and the like, as well as stair, balcony and protective railings, enclosures and the like smallest rectangle circumscribing the executed area. Billing by weight is done by weighing. If weighing is not possible, the commercial weight is decisive. The commercial weight is to be used for section steel and profiles, for sheet steel and steel strip 80 N/m² per mm of material thickness; the rolling tolerance is included in each case.
4. Provided Goods
4.1. If devices or other materials are provided by the customer, we are entitled to charge the customer a surcharge of 5% of the value of the devices or materials provided.
4.2. Such devices and other materials provided by the customer are not subject to warranty.
4.3. The customer is responsible for the quality and operational readiness of supplies.
5.1. One third of the fee is due when the contract is concluded, one third when the service begins and the rest after the service has been completed.
5.2. The entitlement to a cash discount requires an express written agreement with corporate customers.
5.3. Payment dedications made by the customer on bank transfer slips are not binding for us.
5.4. According to § 456 UGB, we are entitled to charge 9.2% points above the base interest rate to entrepreneurs as customers who are in default of payment. We charge an interest rate of 4% to consumers.
5.5. We reserve the right to assert further damage caused by delay, but only against consumers as customers if this has been negotiated in detail.
5.6. If the entrepreneurial customer is in default of payment within the framework of other contractual relationships with us, we are entitled to suspend the fulfillment of our obligations from this contract until the customer has fulfilled them.
5.7. We are then also entitled to call in all claims for services already rendered from the current business relationship with the customer. This applies to consumers as customers only in the event that an overdue service has been due for at least six weeks and we have unsuccessfully reminded the customer of this, setting a grace period of at least two weeks.
5.8. The customer is only entitled to set-off if counterclaims have been legally established or recognized by us. Consumers as customers also have the right to set off, insofar as counterclaims are legally connected to the customer's payment obligation, as well as in the event of our company's insolvency.
5.9. If the payment period is exceeded, any remuneration granted (discounts, deductions, etc.) will be forfeited and added to the invoice.
5.10. For the collection of necessary and appropriate reminders, the customer undertakes to pay reminder fees per reminder in the amount of € 50.00 in the event of default in payment, provided this is in reasonable proportion to the claim made.
6. Credit check
6.1. The customer declares his express consent that his data may be transmitted exclusively for the purpose of creditor protection to the state-privileged creditor protection associations Alpenländer Kreditorenverband (AKV), Austrian Creditreform Association (ÖVC), Insolvency Protection Association for Employees (ISA) and Kreditschutzverband von 1870 (KSV). to be allowed to.
7. Customer Obligations to Cooperate
7.1. Our obligation to perform the service begins at the earliest as soon as the customer has created all the structural, technical and legal requirements for execution that were described in the contract or in information provided to the customer prior to the conclusion of the contract or that the customer should have known based on relevant specialist knowledge or experience.
7.2. In particular, before the start of the performance, the customer has the necessary information about the location of concealed power, gas and water lines or similar devices, escape routes, other obstacles of a structural nature, borders, other possible sources of interference, sources of danger as well as the necessary static information and any projected changes in this regard to be made available without being asked. Order-related details on the necessary information can be requested from us.
7.3. If the customer does not comply with this obligation to cooperate, our performance is not defective – solely with regard to the incomplete performance due to incorrect customer information.
7.4. The customer must arrange for the necessary permits from third parties as well as notifications and permits from authorities at his own expense. We point this out as part of the conclusion of the contract, unless the customer has waived this or the entrepreneurial customer had to have such knowledge due to training or experience.
7.5. The energy and water quantities required for the performance including the trial operation are to be provided by the customer at his own expense.
7.6. The customer is liable for the necessary structural, technical and legal requirements for the work to be produced or the object of purchase, which were described in the contract or in information given to the customer prior to the conclusion of the contract or which the customer should have known based on relevant specialist knowledge or experience.
7.7. The customer must provide us with lockable rooms for the workers to stay in and for the storage of tools and materials free of charge for the time the service is being performed.
7.8. Order-related details of the necessary information can be requested from us.
7.9. The customer is not entitled to assign claims and rights from the contractual relationship without our written consent.
8. Performance Execution
8.1. We are only obliged to consider subsequent changes and extensions requested by the customer if they are necessary for technical reasons in order to achieve the purpose of the contract.
8.2. Minor, factually justified changes to our performance that are reasonable and reasonable for the corporate customer are deemed to have been approved in advance.
8.3. If, for whatever reason, the order is modified or supplemented after the order has been placed, the delivery/service period is extended by a reasonable period of time.
8.4. If, after the conclusion of the contract, the customer wishes the service to be performed within a shorter period of time, this constitutes a change to the contract. Overtime may become necessary as a result and/or additional costs may be incurred due to the acceleration of material procurement, and the fee will increase appropriately in relation to the additional effort required.
8.5. Objectively justified partial deliveries and services (e.g. system size, construction progress, etc.) are permissible and can be invoiced separately.
9. Performance periods and deadlines
9.1. Deadlines and deadlines are postponed in the event of force majeure, strikes, unforeseeable delays on the part of our suppliers for which we are not responsible, or other comparable events that are beyond our control, during the period during which the event in question lasts. This does not affect the customer's right to withdraw from the contract in the event of delays that make it unreasonable to be bound by the contract.
9.2. If the start of the performance or the performance is delayed or interrupted by circumstances attributable to the customer, in particular due to a breach of the obligation to cooperate in these General Terms and Conditions, the performance deadlines will be extended accordingly and the agreed completion dates will be postponed accordingly.
9.3. We are entitled to charge 1.0% of the invoice amount for each commenced month of the delay in performance for the storage of materials and equipment and the like in our company, whereby the customer's payment obligation and acceptance obligation remain unaffected.
9.4. Delivery and completion dates are only binding for business customers if compliance with them has been promised in writing.
9.5. In the event of a delay in the fulfillment of the contract by us, the customer has the right to withdraw from the contract after setting a reasonable grace period. The grace period mu
st be set in writing (by corporate customers by registered letter) with a simultaneous threat of rescission.
10. Reference to limitation of the scope of services
10.1. As part of assembly and repair work, damage (a) to existing structures as a result of undetectable circumstances or material defects (b) during chiseling work in unbonded masonry can occur. We are only responsible for such damage if we are culpable for causing it.
10.2. With anodized and coated materials, differences in the color nuances cannot be ruled out.
10.3. Protective coatings last three months.
11. Makeshift repairs
11.1. In the case of makeshift repairs, there is only a very limited shelf life that corresponds to the circumstances.
11.2. In the case of makeshift repairs, the customer must arrange for professional repairs to be carried out immediately.
12. Assumption of risk 12.1. § 7b KSchG applies to the transfer of risk when the goods are sent to the consumer. 12.2. The risk passes to the entrepreneurial customer as soon as we have the object of purchase, the material or the work ready for collection from the factory or warehouse, deliver it ourselves or hand it over to a transport company.
12.3. The entrepreneurial customer will insure himself accordingly against this risk. We undertake to take out transport insurance at the customer's written request and at his expense. The customer approves any customary shipping method.
13. Default of Acceptance
13.1. If the customer is in default of acceptance for more than 3 weeks (refusal of acceptance, default with advance services or otherwise), and if the customer has not ensured the elimination of the circumstances attributable to him, which delay or prevent the performance of the service, despite a reasonable grace period, we may with a valid contract otherwise have the equipment and materials specified for the performance at our disposal, provided that we procure them within a reasonable period of time in the case of the continuation of the performance.
13.2. If the customer defaults in acceptance, we are also entitled to store the goods with us if we insist on fulfillment of the contract, for which we are entitled to a storage fee of EUR 10/m² of storage space used.
13.3. This does not affect our right to make the payment for services rendered due and to withdraw from the contract after a reasonable period of grace.
13.4. In the event of a justified withdrawal from the contract, we may demand compensation of 25% of the order value plus VAT from the entrepreneurial customer without proof of the actual damage. The obligation to pay damages by a corporate customer is independent of fault.
13.5. The assertion of a higher damage is permissible. This right only applies to consumers if it is negotiated on a case-by-case basis.
14. Retention of Title
14.1. The goods delivered, assembled or otherwise handed over by us remain our property until full payment.
14.2. Resale is only permitted if we have been informed of this in good time beforehand, stating the name and address of the buyer, and if we agree to the sale. In the event of our approval, the purchase price claim of the entrepreneurial customer is already deemed to have been assigned to us.
14.3. Until the payment or purchase price has been paid in full, the customer must note this assignment in his books and on his invoices and inform his debtors of this. Upon request, he must provide the contractor with all documents and information required to assert the assigned claims and claims.
14.4. If the customer is in default of payment, we are entitled to demand the return of the reserved goods after setting a reasonable grace period. We may only exercise this right vis-à-vis consumers as customers if at least one outstanding payment by the consumer has been due for at least six weeks and we have sent an unsuccessful reminder, threatening this legal consequence and setting a grace period of at least two weeks.
14.5. The customer must inform us immediately before bankruptcy is declared about his assets or the seizure of our reserved goods. 14.6. The customer declares his express consent that we may enter the location of the reserved goods in order to assert our retention of title.
14.7. The customer shall bear any costs that are necessary and reasonable for appropriate legal prosecution.
14.8. The assertion of the retention of title only constitutes a withdrawal from the contract if this is expressly declared.
14.9. We may sell the reserved goods that have been taken back privately and in the best possible way to business customers.
15. Third Party Intellectual Property Rights
15.1. If the customer provides intellectual creations or documents and third-party property rights are asserted with regard to such creations, we are entitled to stop manufacturing the delivery item at the risk of the customer until the rights of third parties have been clarified, and to reimburse the necessary and appropriate costs incurred by us to claim costs, unless the unjustified claims are obvious.
15.2. The customer shall indemnify and hold us harmless in this regard.
15.3. We are entitled to demand reasonable advance payments from corporate customers for any legal costs.
15.4. For delivery items that we manufacture according to customer documents (construction information, drawings, models or other specifications, etc.), the customer alone guarantees that the manufacture of these delivery items does not infringe the property rights of third parties.
15.5. If third-party property rights are nevertheless asserted, we are entitled to stop manufacturing the delivery items at the customer's risk until the rights of third parties have been clarified, unless the unjustified claims are obvious.
15.6. We can also claim compensation from the customer for necessary and useful costs that we have incurred.
16. Our Intellectual Property
16.1. Plans, sketches, cost estimates and other documents provided by us or created through our contribution remain our intellectual property.
16.2. The use of such documents outside of the intended use, in particular passing on, duplicating, publishing and making available, including copying only in part, requires our express consent.
16.3. Furthermore, the customer undertakes to maintain secrecy in relation to third parties regarding the knowledge gained from the business relationship.
16.4. If we handed over items to the customer in the context of contract initiation, conclusion and processing that were not owed as part of the performance (e.g. visual samples, welding samples, etc.), these must be returned to us within 14 days. If the customer does not comply with a request to this effect in a timely manner, we may demand lump-sum compensation of 100% of the value of the items handed over from the customer without proof of the actual damage. In the case of an entrepreneur, the obligation to pay compensation is independent of fault.
17.1. The provisions on the statutory warranty apply. The warranty period for our services is one year from handover to corporate customers.
17.2. Unless otherwise agreed (e.g. formal acceptance), the time of handover is the time of completion, at the latest when the customer has taken over the service in his power of disposal or has refused to take it over without giving reasons.
17.3. If a joint handover is planned and the customer fails to attend the handover date communicated to him, the handover is deemed to have taken place on this day.
17.4. Corrections of a defect claimed by the customer do not constitute an acknowledgment of this defect claimed by the customer.
17.5. The entrepreneurial customer must allow us at least two attempts to rectify the defect.
17.6. If the customer's claims of defects are unjustified, the customer is obliged to reimburse us for the expenses incurred in determining the absence of defects or troubleshooting.
17.7. The entrepreneurial customer must always prove that the defect already existed at the time of handover.
17.8. In order to rectify defects, the customer must make the system or the devices accessible to us without culpable delay and give us the opportunity for an assessment by us or by experts appointed by us.
17.9. Defects in the delivery item that the entrepreneurial customer has identified or should have identified in the proper course of business after delivery by inspection must be reported to us in writing immediately, no later than 5 working days after handover. Hidden defects must also be reported within this reasonable period of time after discovery.
17.10. Any use or processing of the defective object of performance, which threatens further damage or makes it difficult or impossible to determine the cause, must be stopped by the customer immediately, unless this is unreasonable.
17.11. If a notice of defects is not made in good time, the goods are deemed to have been approved.
17.12. If the customer's claims of defects are unjustified, he is obliged to reimburse us for the expenses incurred in determining the absence of defects or troubleshooting.
17.13. Any use or processing of the defective delivery item, which threatens further damage or makes it more difficult or impossible to remedy the cause, must be stopped by the customer immediately, unless this is unreasonable.
17.14. We can avert a request for conversion by improvement or a reasonable price reduction, provided that the defect is not significant and cannot be remedied.
17.15 If the objects of performance are manufactured on the basis of information, drawings, plans, models or other specifications from the customer, we only guarantee that the execution is in accordance with the conditions.
17.16. The fact that the work is not fully suitable for the agreed use does not constitute a defect if this is based exclusively on actual circumstances that differ from the information available to us at the time the service was provided because the customer does not fulfill his obligations to cooperate.
17.17. The defective delivery or samples thereof are to be returned to us by the entrepreneurial customer - insofar as this is economically justifiable.
17.18. The cost of returning the defective item to us is borne entirely by the business customer.
17.19. The customer has the obligation to enable us to determine the defect immediately.
17.20 The warranty is excluded if the customer's technical systems such as supply lines, cabling, etc. are not in a technically perfect and operational condition or are not compatible with the delivered items, insofar as this circumstance is the cause of the defect.
18.1. Due to violation of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., we are only liable for financial losses in cases of intent or gross negligence.
18.2. Liability towards corporate customers is limited to the maximum liability amount of any liability insurance taken out by us.
18.3. This limitation also applies to damage to an item that we have accepted for processing. However, this only applies to consumers if this has been negotiated in individual contracts.
18.4. Claims for damages by entrepreneurial customers must be asserted in court within two years, otherwise they will expire.
18.5. The exclusion of liability also includes claims against our employees, representatives and vicarious agents due to damage they inflict on the customer without reference to a contract with the customer.
18.6. Our liability is excluded for damage caused by improper handling or storage, overuse, non-compliance with operating and installation instructions, incorrect assembly, commissioning, maintenance, servicing by the customer or third parties not authorized by us, or natural wear and tear, provided that this event is the cause of the damage was. There is also an exclusion of liability for the omission of necessary maintenance, unless we have contractually assumed the obligation to carry out maintenance.
18.7. If and to the extent that the customer can claim insurance benefits for damage for which we are liable, through damage insurance taken out on his own or in his favor (e.g. liability insurance, comprehensive insurance, transport, fire, business interruption and others), the customer undertakes to claim the insurance benefit and our liability is limited to the disadvantages that the customer incurs as a result of claiming this insurance (e.g. higher insurance premiums).
18.8. Those product properties are owed which can be expected from us, third-party manufacturers or importers with regard to the approval regulations, operating instructions and other product-related instructions and information (in particular also control and maintenance) by the customer, taking into account their knowledge and experience. The customer as a reseller must take out adequate insurance for product liability claims and indemnify and hold us harmless with regard to claims for recourse.
19. Severability Clause
19.1. Should individual parts of these General Terms and Conditions be ineffective, this shall not affect the validity of the remaining parts.
19.2. We, as well as the entrepreneurial customer, now jointly undertake – based on the horizon of honest contracting parties – to find a substitute regulation that comes as close as possible to the economic result of the ineffective condition.
20.1. Austrian law applies.
20.2. The UN sales law is excluded.
20.3. The place of fulfillment is the registered office of the company (Graz, Austria).
20.4. The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between us and the corporate customer is the local court responsible for our registered office. Jurisdiction for consumers, if they are domiciled in Germany, is the court in whose district the consumer has his habitual residence or place of employment.
20.5. The customer must inform us immediately in writing of any changes to his name, company, address, legal form or other relevant information.
20.6. The customer and we are aware of the current uncertainty due to the Corona Pandemic (force majeure) and this was included in the basis of the business. The customer expressly declares that he agrees to the legal consequences of default of acceptance or withdrawal (in particular according to 13.).
21.1 In the case of unclear formulations or translation errors, the German version of the GTC applies without exception