Tel: +43 732 7323611
E-Mail: gummitechnik@wanggo.at

General Terms of Service of WANGGO
Gummitechnik GmbH

 

1. Applicability

  1. 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.
  2. 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

  1. 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.
  2. 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.
  3. 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.

3. Confidentiality

  1. 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.
  2. 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. 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.
  2. 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.
  3. 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.
  4. Partial invoices can be issued for partial deliveries.

5. Place of performance and risk

  1. Place of performance shall be the address of Wanggo Gummitechnik GmbH, at Freistädter Straße 401, A-4046 Linz-Katzbach.
  2. Unless otherwise agreed, the costs and risk of transport are borne by the Customer.

6. Reservation of proprietary rights

  1. We retain title to the goods until full payment of the price.

7. Acceptance and partial delivery

  1. Contracting Party is obligated to accept the supplies and services provided by Wanggo.
  2. Goods delivered "ex works" INCOTERMS 2010 are deemed accepted.
  3. 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.
  4. Services and cost-plus services are deemed accepted once they were actually provided.
  5. Should the Contracting Party discover material defects after acceptance, he may have these rectified by Wanggo under the warranty regime.
  6. Wanggo's supplies and services are always divisible. Partial acceptance of partial services is allowed.

8. Default

  1. 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.
  2. 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.
  3. 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.
  4. 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.

9. Warranty

  1. The warranty period shall be 12 months of the acceptance date according to Section 7. hereof.
  2. The Contracting Party is obligated to prove the existence of defects. Section 924 of the Austrian Civil Code does not apply.
  3. 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.
  4. In case of a warranty claim, Wanggo may determine the form of warranty (improvement, exchange, price reduction or withdrawal from the contract).
  5. 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.
  6. Section 933b Austrian Civil Code does not apply.

10. Compensation for damage

  1. 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.
  2. 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.
  3. 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

  1. 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. 
  2. 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.
  3. 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.
  4. Any amendment or modification of a contract shall be made in writing. This shall also apply to any waiver of the written form requirement.
  5. Our claims may not be set off against any counterclaims of whatever nature.
  6. The use of subcontractors is always permitted.

Terms and Conditions of Wanggo Gummitechnik GmbH for the Purchase of Goods and Services

 

1. Applicability

  1. Any business with Wanggo Gummitechnik GmbH, Freistädter Straße 401, A-4046 Linz-Katzbach, FN 140041 v (hereinafter: Wanggo, we or us) is exclusively governed by the following Terms and Conditions for the Purchase of Goods and Services ("Terms"). Our contracting party is hereinafter referred to as "Supplier" or "Contracting Party".
  2. These Terms are binding for any present and future business with our Contracting Party, even if these are not expressly incorporated by reference.
  3. Any provisions different from or supplementary to these Terms - including but not limited to the Contracting Party's terms and conditions - will form part of a contract only if we have expressly confirmed these in writing.

2. Offer and contract conclusion

  1. Unless Wanggo specifies otherwise, an offer shall be binding for at least 90 days.
  2. Orders placed by Wanggo are legally binding only if made in writing. The written form requirement is also met when the purchase order is placed by fax, via e-mail or electronic data transmission.
  3. The preparation of offers to Wanggo is free of charge, regardless of preliminary work which is necessary.
  4. The parties agree on non-divisible overall services.

3. Confidentiality

  1. Supplier 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 Supplier due to a business relationship or contact with Wanggo. Furthermore, Supplier undertakes to use information only on a "need-to-know" basis and only within the scope of the contract concluded.
  2. 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 invitation to submit an offer.
  3. Any advertising and publication on orders placed by Wanggo as well as the inclusion of Wanggo into the Supplier's price list requires the prior written consent of Wanggo.

4. Ancillary services

  1. The Supplier will use only carefully selected and well-trained staff.  At Wanggo's request, the Supplier will replace at short notice any staff who lack the necessary expertise or jeopardize the performance of the contract.
  2. Supplier undertakes not to entice away, directly or indirectly, any employees of Wanggo during a period of 12 months after the end of  the business relationship. For each breach of this non-solicitation clause, Supplier will pay to Wanggo a penalty equal to 6 gross monthly salaries of the solicited employee, calculated on the basis of the most recent gross monthly salary Wanggo has paid to the solicited employee; that penalty cannot be reduced by court order.
  3. Supplier will make available to Wanggo full, reproducible documentation for operation (e.g. manual, manual on data medium) in the German language. Wanggo may reproduce and use the documentation for the purpose set forth in the contract.
  4. Supplier will assume the cost and risk of transport until handover behind the first lockable door at Wanggo's premises or the agreed place of delivery (Incoterms 2010 - "DDP"). The risk of loss or damage will transfer to Wanggo only with handover. Supplier will purchase transport insurance for and will properly pack the goods. Supplier is responsible for any damage caused by improper packaging prior to acceptance by Wanggo.
  5. To the extent that Supplier participates in a countrywide packaging disposal system in Austria (such as ARA = Altstoff Recycling Austria AG), the following legally binding statement must be included in the offer and in every delivery note and every invoice: "Dispensation has been obtained via the Supplier's license number for the packaging of all stated goods". Wanggo does not acknowledge additional compensations or costs, such as deposits or disposal expenses.
  6. Should the Supplier not issue that statement, he is required to collect or to take back packaging material. If the Supplier does not meet this obligation, Wanggo may have packaging disposed by third parties at the Supplier's cost and risk.

5. Prices

  1. All services of the Supplier are compensated at fixed prices in Euros on the order date (plus statutory VAT). Agreed fixed prices include all services necessary for the proper performance of the contract, including but not limited to installation and documentation costs, costs of initial instruction, license fees, if any, costs of packaging, transport, insurance and unloading, public taxes and duties, as well as social benefits and expenses, if any.
  2. Prices are free unloaded at the location of installation or use or delivery (Incoterms 2010 - "DDP.
  3. Unless Wanggo's purchase order number is stated on all documents relating to the purchase order, including but not limited to invoices, Wanggo may refuse to process and may return these, and, in case of doubt, these shall not be deemed to have been received by Wanggo.
  4. Wanggo is entitled to a 3% discount if invoices are paid within 14 days of receipt of an invoice. Wanggo will not make advance payments. Unless expressly agreed otherwise, invoices are due and payable 30 days of receipt of the invoice or any other document triggering the deadline for payment. Whenever takeover of the Supplier's supplies and services was agreed, the Suppler may issue an invoice after successful takeover or, in case of pure delivery transactions, after complete delivery.

6. Place of performance and takeover

  1. Place of performance for supplies and/or services shall be the location named by Wanggo (especially in the purchase order) or Wanggo's seat.
  2. If it is clear to the Supplier that he will be late with supplies and/or services, the Supplier shall immediately notify Wanggo of the impending delay and the expected duration thereof. That notice will not release the Supplier from having to pay the following penalty.
  3. Whenever maintenance services were provided already prior to takeover or if a maintenance contract is concluded, the obligation to pay the compensation commences on the date on which Wanggo takes over the goods.
  4. Reduction of prices in case of default: If the Supplier is in default, Wanggo may calculate a price reduction at a rate of 0.5% per day of the total order value, exclusive of VAT, but not more than 10% of the total order value, exclusive of VAT. This applies also if the Supplier does not provide a partial delivery and/or service after the agreed date of delivery and/or service and that delivery and/or service is accepted by Wanggo.

7. Warranty/liability

  1. In case of a warranty claim, Wanggo may determine the form of warranty (improvement, exchange, price reduction or withdrawal from the contract).
  2. Section 377 of the Austrian Civil Code does not apply.
  3. The Supplier undertakes to stock appropriate spare parts and to carry out repairs over a period of 3 years of the takeover date.
  4. Wanggo does not accept any exclusion or limitation of the Supplier's liability, including but not limited under the title of warranty or compensation for damage.

8. Place of jurisdiction and choice of law

  1. 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.
  2. 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.

9. Termination and withdrawal from the contract

  1. In case of ongoing obligations, Wanggo may terminate a contract with 30 days' notice, and the Supplier may terminate a contract with 90 days' notice as of the last day of a month.
  2. A waiver of termination by Wanggo shall not be validly agreed, unless it its explicitly confirmed by Wanggo in writing.
  3. However, Wanggo may terminate a contract for good cause without notice at any time. Good cause shall in particular be the reasons referred to in Section 9. (4) or the Supplier's death or, if the Supplier is a legal entity, his liquidation, or the opening of insolvency proceedings with respect to the Supplier's assets or the refusal to open these proceedings for lack of assets to cover costs.
  4. Wanggo may withdraw from the contract for good cause, in particular if:
    1. the Supplier breaches official regulations or the provisions of these Terms;
    2. the Supplier has taken action, in particular if he has reached agreements with other companies, which are disadvantageous for Wanggo, are contrary to public morals or violate the principle of competition;
    3. the Supplier has promised or granted, directly or indirectly, advantages to employees of Wanggo who are involved in the conclusion or implementation of the contract or threatened or caused disadvantages;
  5. In any of the events referred to in Section 9. (3) or (4), Wanggo may withdraw from the entire yet unconsumed contract or from only parts of the contract.
  6. In any of the events entitling Wanggo to withdraw from the contract, Wanggo shall procure substitute performance at the Supplier's cost and risk after one written request to the Supplier, granting a 14-day grace period (from the date of the post stamp); in case of imminent danger, Wanggo may do so immediately without any other notice. Any costs and damage arising from substitute performance shall be Supplier's responsibility. Wanggo may set off these amounts against the Supplier's claims.

10. Customer protection

  1. During the business relationship with Wanggo and 4 years thereafter, the Supplier will not contact Wanggo's customers, directly or indirectly, in order to solicit, to prepare or to conduct business for the Supplier's own or for another person's account in Wanggo's line of business.
  2. At the end of the contract, the Supply will immediately surrender to Wanggo any documents and information received from Wanggo or its customers in connection with the implementation of the contract. The Supplier may not use any knowledge obtained from such documents or information for himself or for third parties.
  3. For each breach of the prohibition referred to in Section 10. (1), the Supplier shall pay a penalty equal to 30 % of the annual sales achieved with the solicited employee; the amount of that penalty cannot be reduced by court order.

11. Final provisions

  1. 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.
  2. Any amendment or modification of a contract shall be made in writing. This shall also apply to any waiver of the written form requirement.
  3. Our claims may not be set off against any counterclaims of whatever nature.
  4. An order placed may not be forwarded to a subcontractor, either in whole or in part, except with out consent.