a) These terms and conditions of business and delivery shall apply to all deliveries of goods, services of an independent nature or in connection with the delivery of goods.
b) These terms and conditions of business and delivery shall also be the legal basis for all subsequent transactions, even if they are not agreed separately with the contractual partner each time. They shall be deemed to have been agreed upon with the conclusion of the basic transaction also for the further orders or legal transactions without the need for any further agreement or confirmation.
c) The terms and conditions of the contracting party shall be ineffective for the present legal transaction and Pölzl hereby already objects to the validity of third party GTCs. These shall only apply if they have been expressly acknowledged or approved by Pölzl in writing. Pölzl shall in principle only conclude contracts on its own terms and conditions and the contracting party shall automatically agree to the validity of Pölzl's terms and conditions as soon as no revocation is made within 7 days of the order being placed.
d) All oral, telephonic and electrical (email, fax, etc.) or other declarations of any kind, as well as all declarations of any kind made by representatives of Pölzl and agreements made and orders received by them shall require written confirmation by Pölzl in order to be effective. Oral or other promises which have not been confirmed in writing by Pölzl shall be deemed to be invalid until the final statement by Pölzl. In the event of silence on the part of Pölzl for a period of 14 days from the written request by the contracting party for a statement on the part of Pölzl as to whether an agreement is deemed to have been approved, this silence shall be deemed to be a rejection.
a) All contracts and agreements shall only be legally binding if they have been confirmed in writing and signed by Pölzl.
b) For compliance with the written form, sending by email shall be sufficient.
c) Verbal agreements shall only be valid if confirmed in writing by Pölzl. In this context, reference is made to item 1d.
a) Offers shall be made on the basis of the calculation documents (drawings, dimensions) provided by the Customer or an authorized person.
b) Any change in these calculation documents shall also lead to a change in the offer.
c) Pölzl must be notified in writing of any changes to calculation documents. d) Offers from Pölzl are always subject to change.
a) Samples can only show the general color and structure of the stone, because they never unite all differences in color, structure and texture.
b) Deviations, as they are in the nature of the stone, are reserved.
a) The stone to be used is selected to match as closely as possible in color and structure.
b) Differences and deviations in color, structure, stains, veins, pores, open areas, cracks, shading, etc. are not material defects or deficiencies, but natural formations and do not entitle to complaints.
c) Professionally repaired defects in the stone cannot be called defects by the contract partner.
d) Minor dimensional deviations that do not interfere with exact fitting and the correct proportion also do not entitle to complaints.
a) Pölzl shall endeavor to comply exactly with the agreed dates of performance to the extent possible.
b) At Pölzl's discretion, services may be rendered by Pölzl's employees themselves or by independent third parties on behalf of Pölzl.
c) Insofar as the delivery is divisible, it may also be performed by Pölzl in parts.
d) The contracting party shall ensure that Pölzl receives all documents necessary for the performance and execution of the contract in a timely manner, even without a special request by Pölzl, and that Pölzl is informed of all processes and circumstances which are of importance for the execution of the order. This shall also apply to all documents, processes and circumstances which only become known during Pölzl's activities. Likewise, the contracting party shall create the organizational framework conditions for the provision of services.
e) If the execution of the order is prevented by the contracting party after the contract has been signed, Pölzl shall be entitled to insist on performance or to claim damages in the amount of the total remuneration and beyond.
f) If the execution of the order is prevented by circumstances which constitute an important reason on the part of Pölzl, Pölzl shall only be entitled to the part of the remuneration corresponding to the services rendered to date. This shall apply in particular if, despite termination, the services rendered to date can be utilized by the contracting party.
a) Delivery periods shall commence with the dispatch of the order confirmation, but not before the provision of the documents, approvals, releases to be obtained by the contracting party and any down payments to be made, which shall be agreed separately.
b) The agreed delivery periods shall be extended appropriately in the event of unforeseen hindrances, e.g. force majeure, operational disruptions at Pölzl or advance delivery periods for raw materials, faulty materials (rejects, etc.) and an appropriate extension shall be deemed to have been agreed between the contracting parties.
c) Exceeding the same shall entitle the contracting party to claim damages only if grossly negligent and only if a reasonable grace period has been set in writing and not complied with.
d) Partial deliveries are permissible.
Transport and risk
a) Delivery ex works Pölzl is agreed.
b) Transportation including loading of the delivery shall be at the risk and for the account of the contractual partner.
c) The transfer of risk shall in any case take place upon leaving the Pölzl works.
d) Delivery free construction site or free warehouse means without unloading by the supplier.
e) In the absence of special agreements, the route and means of dispatch shall be at Pölzl's discretion.
a) Unless otherwise agreed, the prices as well as the payment shall apply in accordance with the order confirmation.
b) The prices quoted are always net prices plus the value added tax valid at the time of delivery.
c) If subsequent changes to the quotation documents are desired or necessary or if dimensions, quantity, weight, processing, etc. change, Pölzl shall be entitled to make a corresponding change to the price and to invoice in accordance with VOB DIN 18332 or the applicable Austrian standards.
d) Individual prices shall always be decisive, even if a total price is stated in the offer.
e) Since the prices are based on today's prime costs, we reserve the right to recalculate the offer price until the next wage increase.
a) Workpieces with an area of less than 0.10 m² shall always be invoiced in full at 0.10 m². Furthermore, a minimum length of 60 cm and a minimum width of 16 cm shall be taken into account. This shall also be deemed agreed without any special agreement.
a) Payments shall follow in accordance with the agreement made in the order confirmation.
b) Compliance with the agreed payment dates shall constitute an essential condition for the performance of the delivery and/or service by Pölzl. In the event of non-compliance with the agreed terms of payment, Pölzl shall be entitled to suspend any activity and delivery and to withdraw from the contract. Pölzl reserves the right to assert far-reaching claims for full performance and payment as well as damages.
c) In the case of orders comprising several units, Pölzl shall be entitled to invoice after delivery of each individual unit or service.
d) For partial invoices, the terms of payment specified for the overall order shall apply equally.
e) If no agreements have been made in writing, payment shall be made within a maximum of 14 days without any deductions.
f) Deliveries against cash payment, down payments or advance payments are reserved.
g) If the payment deadline is exceeded, interest on arrears of 12% will be charged.
Acceptance and notices of defects
a) Deliveries and services of the same kind shall be inspected by the contracting party without delay for correctness and quality. Notifications of defects shall be made immediately.
b) Defects may be remedied at Pölzl's discretion by repair or subsequent delivery.
c) If the rectification of a defect is impossible in the circumstances or if it would cause a disproportionately high expense, it may be refused by Pölzl. In this case, and if the rectification fails, the contracting party may only demand a price reduction, unless Pölzl agrees to a redhibitory action.
a) The warranty claims of the contractual partner shall be limited to improvement, price reduction as well as supplement of what is missing.
b) The contractual partner is not entitled to refuse acceptance, deliveries and services due to only minor defects.
c) Pölzl shall not be responsible for delays in delivery and performance as well as cost increases resulting from incorrect, incomplete or subsequently changed data and information or documents provided and shall not be in default of Pölzl. Any additional costs resulting therefrom shall be borne by the Contractual Partner.
d) In the event of unjustified assertion of warranty claims, Pölzl shall be entitled to charge the costs incurred to the contracting party at the respective valid cost rates.
a) Pölzl's liability for damage caused by slight negligence is expressly excluded.
b) Likewise, liability for damages resulting from improper handling, abnormal operating conditions, transport damage, lack of organizational framework conditions and incomplete documentation is excluded.
c) Compensation for consequential damage and pecuniary loss, loss of interest, damage resulting from third-party claims against Pölzl shall be excluded in all cases, to the extent permitted by law.
d) Claims for damages shall in any case become statute-barred one year after the delivery has been made or the service has been rendered. They shall be limited to the amount of the invoice for the delivery and service giving rise to the claim for damages.
Retention of title
a) Pölzl shall retain title to the products delivered and to the products resulting from processing and treatment until all claims existing now or arising in the future against the contracting party have been satisfied.
b) The retention of title shall also apply to those sums of money which are received by the Customer as a result of the sale of the goods and services provided by Pölzl. The Customer shall be obliged to store these sums of money separately and to notify and disclose these separately stored sums.
c) Pölzl shall be notified immediately of any measures which could jeopardize the retention of title.
d) The Customer shall bear all costs for interventions and all defensive measures which Pölzl deems necessary.
e) If the contracting party is in default of payment, Pölzl shall be entitled, without further reminder, to take possession of its property and to remove it at the contracting party's expense, without this constituting a withdrawal from the purchase contract. The repossession shall only take place as security for our claims. The contracting party shall remain obliged to perform.
Copyright and Intellectual Property Rights
a) Designs and ideas may not be executed by third parties without the written consent of Pölzl.
b) Drawings, photographs, reproductions and the like as well as models, constructions and working methods of Pölzl may neither be copied nor made accessible to third parties.
c) Imitations, including those with insignificant changes in shape and dimensions, shall not be permitted.
d) Compensation for damages
Loyalty and duty of confidentiality
a) The contracting parties undertake to be loyal to each other.
b) They further undertake to maintain secrecy with regard to knowledge of any kind whatsoever about the contractual partner and not to pass on data or documents of any kind whatsoever to unauthorized third parties.
c) This obligation shall also apply to third parties who are involved in the performance of mutual services.
Place of jurisdiction
a) Austrian law is exclusively agreed upon.
b) The court with subject-matter jurisdiction for A-8510 Stainz is agreed as the place of jurisdiction.
c) The place of performance for all services shall be the location of Pölzl in A-8510 Stainz, unless otherwise stated in the order confirmation.