GENERAL TERMS AND CONDITIONS (11/2018)
The general terms and conditions of Scutum Nano Solutions GmbH (hereinafter referred to as SCUTUM) apply to all sales, delivery and service transactions. Deviating provisions shall only apply if their validity has been acknowledged in writing by SCUTUM at the time of conclusion of the contract. Silence of SCUTUM against other terms and conditions shall not be deemed recognition or approval. Upon acceptance of the performance and / or delivery of the SCUTUM, the customer accepts these terms and conditions, which then apply for the entire duration of the business relationship and thus also for subsequent transactions. It is sufficient therefore the one-time receipt of these terms. Should one or more provisions of the contract or of these conditions be or become wholly or partially invalid or unenforceable, or should a gap arise, the validity of the remaining provisions shall remain unaffected.
2. CONCLUSION OF CONTRACT
Unless agreed otherwise in writing, offers made by SCUTUM are non-binding in their entirety and subject to printing errors and other errors. Orders require the written acceptance by SCUTUM, but this is in individual cases also entitled to accept a verbal acceptance. In any case, the contract shall be deemed concluded when SCUTUM has sent an order confirmation after receipt of the order and has provided delivery or service
The generally applicable prices of SCUTUM at the time of rendering of the service or prices agreed in writing plus value added tax in the respective statutory amount apply. Our prices are customary packed, from our warehouse, not insured (f.o.b.). An effective contract does not come into force before the written order confirmation (= AB) by SCUTUM. The scope of SCUTUM’s performance or delivery obligations, delivery dates, as well as the performance and / or quality of the goods according to type and quantity, shall be determined exclusively by AB. SCUTUM is entitled to accept the contract offer in the customer’s order within 7 working days of receiving the order. If our AB deviates in terms of delivery time from the customer’s order, the deviation is considered approved by the customer, if this does not contradict within one week after receipt of our AB. In the event that our procurement costs – including changes in foreign currency parities – increase after conclusion of the contract and before provision of the service and / or the goods, we reserve the right to increase the agreed price by unilateral declaration by the same amount. In this case, the customer is entitled to terminate the contract (right of termination or withdrawal) if Scutum receives the corresponding statement within 5 working days of notification of the price increase.
4. DELIVERY, DELIVERY TIME
The order confirmation of SCUTUM is decisive for the scope of the delivery. Delivery obligations of goods of SCUTUM are subject to self-supply. This only applies in the event that the non-delivery of SCUTUM is not responsible, in particular when concluding a congruent hedging transaction with our suppliers. The intended or agreed delivery period is adhered to as far as possible, but without liability – unless the liability is guaranteed in writing. Force majeure of any kind (traffic disruptions, fire damage, natural phenomena, floods, shortages of labor, energy, raw materials and supplies, riots, war, strike, lockouts, disruption to shipping, governmental orders or other obstacles) exempt for the duration and scope of Disruption from the obligation to delivery. Fixed transactions require our express confirmation. The exception of the unfulfilled contract remains reserved. Partial deliveries are reserved to SCUTUM to a balanced extent. In the case of blanket delivery contracts, the customer is obliged to accept the total order quantity within one year from the date of the AB, unless the parties have stipulated otherwise.
5. WARRANTY, PRODUCT LIABILITY, DAMAGES
Notifications of defects shall only be taken into consideration if they are raised in writing immediately and in writing, but no later than within 5 days of acceptance of the delivery or service rendered. The customer shall prove the defectiveness of the delivered goods or services rendered at the time of the takeover. A liability on our part for consequential damages resulting from the title of damages is excluded. With the products supplied by us, we only guarantee that they have the properties normally required in the market for these products according to the specification. It is left to our choice whether we meet the warranty claims by exchange, improvement, price reduction or conversion. The warranty expires immediately if the customer or a person authorized by him changes the delivered goods or services without our written permission. In the case of resale of the delivered goods by the customer, we shall not be entitled to any claims arising from the title of the warranty.
6. APPLICATION TECHNICAL ADVICE
Application, use and processing of the purchased goods are the sole responsibility of the customer. The technical advice of SCUTUM in spoken and written form is only a non-binding indication and does not release the customer from the own testing of the products for their suitability for the intended procedures and purposes. Application, use and processing are beyond the control of SCUTUM and are therefore the sole responsibility of the customer.
7. PAYMENT, OWNERSHIP
Unless otherwise stated by AB, invoices are due net (without deductions) within 30 days of the date of invoice. The deduction of cash discount is only permitted with a written special agreement. Payments must be made within this period so that the amount required for the settlement of the invoice is available to us at the due date at the latest. If the target is exceeded, SCUTUM is entitled to immediately pay default interest in the amount of 9% p.a. annually. The customer is not entitled to withhold payments due to warranty or other claims against SCUTUM or to offset them with alleged counterclaims. The goods remain the property of SCUTUM until full payment of all liabilities of the customer arising from the contract. If the customer defaults on payment or if we become aware of circumstances after conclusion of the contract which call into question the creditworthiness of the customer in the order amount, then SCUTUM is entitled to withdraw from the contract without setting a grace period and to claim damages for non-performance. Agreed delivery times are interrupted with the announcement of the missing creditworthiness.
The customer undertakes to export the goods supplied by us and technical information obtained from us only in accordance with the relevant export regulations of his home country and the United States of America and to impose the same obligation on his customers, without prejudice to the other provisions of the contract and these conditions. For violations of these obligations, the customer is solely liable.
9. DATA STORAGE
We treat and process your data in accordance with the EU General Data Protection Regulation (DSGVO) as well as the Austrian Data Protection Act and the Data Protection Adaptation Act 2018 and the Data Protection Act 2018. According to the Data Protection Act, we inform you that we have the following data for you Automation-supported purposes of our accounting process: name (company name), address, telephone, fax and email number, order, order and invoice data, terms of delivery and payment, turnover. These data are used by us within the scope of the legal provisions. Our employees are committed to maintaining data confidentiality.
10. APPLICABLE LAW, PLACE OF PERFORMANCE
All agreements between the customer and SCUTUM are governed by Austrian law. The place of fulfillment and jurisdiction is, unless otherwise agreed in writing, Austria.
© Scutum Nano Solutions GmbH, Egererstrasse 18, A-3013 Tullnerbach, Austria