General Terms of Service of WANGGO
- Any business of Wanggo Gummitechnik GmbH, of Freistädter Straße 401, A-4046 Linz-Katzbach, FN 140041 v (hereinafter: Wanggo, we or us) is exclusively governed by the following Terms of Service. Our contracting party is hereinafter referred to as "Customer" or "Contracting Party". These Terms are binding for any present and future business with Wanggo, even if these are not expressly incorporated by reference.
- Any provisions different from, or additional to these Terms - including but not limited to Customer's terms and conditions - will form part of a contract only if Wanggo has expressly confirmed these in writing.
2. Offer and contract conclusion, cost estimate
- Wanggo's offers are non-binding. Contracts awarded in writing, orally or on the phone will become binding only once we have confirmed these; in this case, a contract is concluded. Amendments and modifications must be confirmed by us in writing and can lead to higher prices. In case of immediate delivery, confirmation of an order will be replaced by billing.
- Wanggo is not required to review as to whether orders are fit for Customer's intended use, even if Wanggo has inspected the location of the deliveries. The contrary applies only if Wanggo has specifically confirmed the fitness of supplies and services for the intended use in writing.
- Wanggo will provide cost estimates on the basis of best expert knowledge, but cannot assume assurance as regards the correctness of cost estimates. Wanggo will notify the Contracting Party without delay if costs should increase by more than 15% after the award of a contract. No separate notification shall be required for inevitable cost overruns of less than 15%. These costs can readily be billed. Unless otherwise agreed, changes in orders or additional orders can be billed at reasonable prices. Cost estimates are chargeable.
- 1. The Customer hereby irrevocably undertakes to keep confidential and not to disclose to third parties in any manner whatsoever without Wanggo's consent any business and trade secrets made available or provided by Wanggo or otherwise made known to the Customer due to a business relationship or contact with Wanggo. Furthermore, Customer undertakes to use information only on a "need-to-know" basis and only within the scope of the contract concluded.
- The confidentiality obligation survives 3 years after termination of the business relationship with Wanggo or, regardless of a business relationship, 3 years after Wanggo has made an offer.
4. Prices and terms of payment
- 1. Our prices are denominated in Euros. Statutory value added tax will be added to the price (prices offered or prices stated in price lists are net prices, unless explicitly stated otherwise). Any taxes are payable by the customer.
- The price list of Wanggo, as applicable from time to time, applies. Stated prices are "ex works" INCOTERMS 2010 and do not include expenses for transport, assembly or installation, unless otherwise agreed in writing. Wanggo's price list is applicable until further notice.
- Services including training and orientation of the Contracting Party's staff are billed according to the applicable price list for services or according to the offer.
- Partial invoices can be issued for partial deliveries.
5. Place of performance and risk
- Place of performance shall be the address of Wanggo Gummitechnik GmbH, at Freistädter Straße 401, A-4046 Linz-Katzbach.
- Unless otherwise agreed, the costs and risk of transport are borne by the Customer.
6. Reservation of proprietary rights
- We retain title to the goods until full payment of the price.
7. Acceptance and partial delivery
- Contracting Party is obligated to accept the supplies and services provided by Wanggo.
- Goods delivered "ex works" INCOTERMS 2010 are deemed accepted.
- Whenever installation services were agreed, a service shall be deemed accepted at the earlier of any of the following dates: if Customer or their end customers have confirmed acceptance; if the supply or service was put into operation with the Customer or their end customers; or 4 weeks after installation, at the latest.
- Services and cost-plus services are deemed accepted once they were actually provided.
- Should the Contracting Party discover material defects after acceptance, he may have these rectified by Wanggo under the warranty regime.
- Wanggo's supplies and services are always divisible. Partial acceptance of partial services is allowed.
- Wanggo will observe supply deadlines and dates whenever possible. Unless specifically agreed as binding, these deadlines and dates are non-binding and will always be the expected time when supplies and services are provided and handed over to the Customer.
- Events of force majeure and other unpredictable events beyond our control such as labour disputes, activities of public authority, traffic disruption, interruptions of energy supply and the like as well as traffic accidents for which we or our suppliers are responsible will release us from our supply obligation as long as these prevail, even if these have occurred with our supplier or his sub-supplier, yet only if we prove to the Customer that these events have caused the default. If delivery is impossible due to these events, we are no longer obligated to supply at the same terms. We are not deemed to be in default in the cases referred to above.
- The Customer may only withdraw from the contract due to late delivery for which we are responsible by granting a reasonable - at least two-week - grace period. The withdrawal notice must be sent by registered letter. The right of withdrawal refers only to the defaulting part of a supply or service.
- Any goods which the Customer has not accepted at the agreed date will be stored for 6 weeks at the Customer's cost and risk. Wanggo will charge storage fees at a rate of 2% of the value of the goods for each started calendar week. If the Customer does not accept the goods after expiration of the 6-week deadline, Wanggo may either insist on performance of the contract or withdraw from the contract after a reasonable grace period and sell the goods otherwise. In case of a sale, a penalty equal to 30% of the invoice amount (excluding VAT) shall be agreed.
- The warranty period shall be 12 months of the acceptance date according to Section 7. hereof.
- The Contracting Party is obligated to prove the existence of defects. Section 924 of the Austrian Civil Code does not apply.
- The Contracting Party is obligated to notify defects without delay in writing, specifying these in detail. Sections 377 and 378 of the Commercial Code apply and can neither be changed nor contracted out.
- In case of a warranty claim, Wanggo may determine the form of warranty (improvement, exchange, price reduction or withdrawal from the contract).
- Should Wanggo rectify defects outside the scope of warranty or provide other services or cost-plus services, these will be billed on an effort basis according to Wanggo's applicable prices list.
- Section 933b Austrian Civil Code does not apply.
10. Compensation for damage
- Wanggo is required to compensate damage, where appropriate, only in case of premeditation or gross negligence. In case of minor negligence, Wanggo is only liable for personal injuries. Liability is time-barred 6 months after the Customer has become aware of the damage and the injuring party.
- Wanggo is not liable for indirect damage, lost profit, loss of interest, loss of savings, consequential damage and financial loss, damage due to claims lodged by third parties as well as loss of data and programmes and the recovery thereof.
- If a penalty was agreed for any reason whatsoever, the amount of that penalty may be reduced by a court. Any compensation for damage beyond that penalty shall be excluded.
11. Final provisions
- All disputes arising from a contract - including any disputes on the existence or non-existence thereof - shall exclusively be referred to the courts having jurisdiction ratione materiae at the seat of Wanggo.
- The contract shall exclusively be governed by and construed in accordance with the laws of the Republic of Austria, to the exclusion of the conflict of law rules and the UN Sales Convention.
- Should any term hereof be or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining terms hereof. The parties will replace the invalid or non-enforceable term by a valid and enforceable term that closest reflects the content and purpose of the invalid or non-enforceable term.
- Any amendment or modification of a contract shall be made in writing. This shall also apply to any waiver of the written form requirement.
- Our claims may not be set off against any counterclaims of whatever nature.
- The use of subcontractors is always permitted.