General Terms and Conditions of EASY LOCK GmbH
All deliveries and services of EASY LOCK Gesellschaft m.b.H. are based on the following General Terms and Conditions (GTC). EASY LOCK Gesellschaft m.b.H. strives for a partnership that is optimal for the Client in every way. In case of discrepancies or misunderstandings, EASY LOCK Gesellschaft m.b.H. will always initially try to reach a goodwill solution in the interest of the Client. To limit issues during the goodwill process, the following General Terms and Conditions are stated.
- The General Terms and Conditions apply to all deliveries, services and offers of EASY LOCK Gesellschaft m.b.H.
- Agreed changes to these GTC are only effective after written acceptance by EASY LOCK Gesellschaft m.b.H.
- Deviations from these GTC as well as terms and conditions of business of the Client are ineffective and do not become part of the contract, unless they are fully or partially accepted in writing by EASY LOCK Gesellschaft m.b.H.
Offer and conclusion of contract
- The offers of EASY LOCK Gesellschaft m.b.H. are subject to change and non-binding. They are invitations to place orders. Orders placed by the Client shall be considered a binding offer of contract. A contract is not concluded until EASY LOCK Gesellschaft m.b.H. accepts the Client’s order. EASY LOCK Gesellschaft m.b.H. is entitled to accept orders from the Client within two weeks of receipt. Acceptance may be declared either in writing (e.g. by order confirmation) or by delivery of the goods.
- All offer and project documents are always the intellectual property of EASY LOCK Gesellschaft m.b.H. and are not allowed to be reproduced or made available to third parties without the express consent of EASY LOCK Gesellschaft m.b.H. They may be reclaimed at any time and must be returned to EASY LOCK Gesellschaft m.b.H. immediately if the order is placed elsewhere.
- Subsequent changes and additions to the contract require written confirmation by EASY LOCK Gesellschaft m.b.H. to be valid.
- In case of withdrawal of an order, EASY LOCK Gesellschaft m.b.H. is entitled to charge a cancellation fee in the amount of 20% of the order value or, in case of demonstrably higher expenses, the actual costs incurred.
- Verbally agreed delivery dates or delivery periods are subject to change.
- EASY LOCK Gesellschaft m.b.H. is in default only after a 24-hour grace period has been set in writing. EASY LOCK Gesellschaft m.b.H. shall only be liable for damages resulting from exceeding deadlines or periods in the case of gross negligence and intent.
- The agreement of the delivery deadline is reserved for each individual order or call-off. In case of force majeure, the exceeding of the delivery time is at the expense of the Client. In this case, claims for damages for delayed deliveries are excluded.
- If circumstances beyond the control of EASY LOCK Gesellschaft m.b.H. make the execution of accepted orders difficult, delayed or impossible, EASY LOCK Gesellschaft m.b.H. is entitled to postpone the orders for the duration of the hindrance. If the performance of EASY LOCK Gesellschaft m.b.H. has become permanently impossible due to these circumstances, EASY LOCK Gesellschaft m.b.H. is entitled to withdraw from the contract in whole or in part.
- The Client shall be liable for the consequences of incorrect or incomplete information at the time of call-off. Upon delivery to the agreed location, the vehicle must be able to access and leave the location without risk. This presupposes a sufficiently paved approach route that heavy trucks can drive over unhindered. Unloading must take place without delay and without danger to the vehicle. EASY LOCK Gesellschaft m.b.H. shall not be bound to agreed delivery and performance deadlines in the event of hindrances beyond its control as well as in all cases of force majeure pursuant to Item 15. In the event of unjustified refusal, delay or otherwise improper acceptance, the Client shall compensate EASY LOCK Gesellschaft m.b.H. without prejudice to its obligation to pay the purchase price, unless refusal or delay is due to reasons for which EASY LOCK Gesellschaft m.b.H. is responsible.
- The delivery periods agreed upon between EASY LOCK Gesellschaft m.b.H. and the Client are binding and begin to run from the date of receipt of the order by the Contractor.
- In case of doubt, the prices indicated are in EURO, for unpacked goods ex warehouse, excluding loading, transport, insurance and VAT.
- In case of an order deviating from the total offer, EASY LOCK Gesellschaft m.b.H. reserves the right to change the price accordingly. In particular, in case of a gross shortfall of blanket and call orders for which the Client is responsible, EASY LOCK Gesellschaft m.b.H. is entitled to retroactive price changes. Optionally, EASY LOCK Gesellschaft m.b.H. may insist on performance.
- In the case of repair orders, the services recognised by EASY LOCK Gesellschaft m.b.H. as necessary and expedient shall be rendered and charged in accordance with the respective current hourly and expense rates. This also applies to services and additional services whose necessity and expediency only become apparent during the execution of the order; no special notification of the Client is required for this. Any waiting times in connection with on-site repair work shall be subject to a charge.
- In the absence of any agreement to the contrary, the delivery period from the warehouse of EASY LOCK Gesellschaft m.b.H. (shipping date) with the latest of the following points in time:
- from the date of dispatch on the order confirmation;
- from the date of fulfilment of all technical, commercial and financial requirements incumbent upon the Client by agreement; or
- in the event of a delay in delivery by a subcontractor of EASY LOCK Gesellschaft m.b.H., from the date stated on a written notification.
- EASY LOCK Gesellschaft m.b.H. is entitled to make partial and advance deliveries.
- If the delivery is delayed due to a circumstance on the part of EASY LOCK Gesellschaft m.b.H. that constitutes a reason for exoneration in the sense of item 15, a reasonable extension of the delivery period shall be granted. If the Client is in default of acceptance, EASY LOCK Gesellschaft m.b.H. may either demand performance or withdraw from the contract in whole or in part and claim damages.
- EASY LOCK Gesellschaft m.b.H. is entitled to suspend or withhold deliveries in case of default of payment.
- Shipment shall be made at EASY LOCK’s best discretion, unless the Client has expressed specific wishes. If goods ready for shipment have to be stored at EASY LOCK Gesellschaft m.b.H. through no fault of EASY LOCK Gesellschaft m.b.H., in particular if the Client is in default of acceptance or in default of payment from other business transactions, EASY LOCK Gesellschaft m.b.H. shall be entitled to charge the Client 5% of the invoice amount of the relevant delivery each month for storage and insurance costs. Furthermore, the goods shall be stored at the risk of the Client.
- Upon arrival of the shipment, the Client shall inspect the goods for completeness and intactness and shall immediately report any damage or defects to the carrier and to EASY LOCK Gesellschaft m.b.H. Any defects that do not prevent the use of the goods do not entitle the Client to postpone or refuse acceptance.
Transfer of performance and risk
- Unless otherwise agreed upon, the goods shall be deemed to have been sold “ex works” (EXW) (ready for collection).
- Otherwise, the INCOTERMS shall apply in the version valid on the date of conclusion of contract.
- In the case of services that do not constitute a delivery or part thereof, the place of performance shall be the place where the service is rendered. The risk for a service or an agreed partial service shall pass to the Client upon its performance.
- In the event of delayed departure of an agreed delivery from the warehouse of EASY LOCK Gesellschaft m.b.H. for which the Client is responsible, the risk shall pass to the Client on the day of readiness for shipment.
- If delivery on call has been agreed upon and EASY LOCK Gesellschaft m.b.H. insists on execution of the contract, the goods shall be deemed to have been called off no later than one year after the order.
- All time limits depending on the performance on the part of the Vendor shall start to run from the dates mentioned.
- In the case of returned goods, EASY LOCK Gesellschaft m.b.H. is entitled, after a thorough examination of the respective underlying contract or transaction, to charge manipulation fees or handling costs in the amount of 20% of the sales price per return for re-storage. Excluded from any return are goods without original packaging and goods that were especially procured on Client request or modified according to Client specifications.
- Unless special terms of payment have been agreed upon, invoices of EASY LOCK Gesellschaft m.b.H. are due for payment within 10 days from the date of invoice less 2% discount, or are due for payment net within 30 days from the date of invoice. All related expenses (such as collection and discount charges) shall be borne by the Client.
- The Client is not entitled to withhold or offset payments due to warranty claims or other counterclaims not recognised by EASY LOCK Gesellschaft m.b.H.
- A payment shall be deemed to have been made on the day on which EASY LOCK Gesellschaft m.b.H. can make use of it.
- If the client is in default with an agreed payment or other performance, EASY LOCK Gesellschaft m.b.H. may, at its own discretion
- and in addition to all other legal consequences, suspend the delivery of further goods or the rendering of further services – even if these goods or services have no connection whatsoever with the goods or services affected by the delay in payment – until the Client has settled all liabilities he has towards EASY LOCK Gesellschaft m.b.H., irrespective of the legal title. In addition, such a delay in payment by the Client entitles EASY LOCK Gesellschaft m.b.H., until further notice, contrary to the agreements made in this regard up to that point, to make further deliveries or services dependent on the payment or reasonable security of the remuneration owed and to withhold these until then. In addition, EASY LOCK Gesellschaft m.b.H. is entitled to claim a reasonable extension of the delivery period;
- to make the entire outstanding balance of the purchase price due for payment (loss of date);
- to charge interest on arrears from the due date in the amount of 9.2% above the respective base interest rate of the European Central Bank plus VAT, unless EASY LOCK Gesellschaft m.b.H. proves costs exceeding this amount; and/or
- to withdraw from the contract after setting a reasonable grace period.
- In any case, the Client has to compensate EASY LOCK Gesellschaft m.b.H. for the incurred dunning and collection costs as further damage caused by delay.
- Any discounts or bonuses granted are subject to a condition precedent until full payment has been received in due time.
Retention of title
- EASY LOCK Gesellschaft m.b.H. retains the title to all goods delivered by it until full payment of all invoice amounts plus any default interest and costs.
- Until this point in time, the Client is only entitled to resell, process or combine the goods or to rent or lend them with the written consent of EASY LOCK Gesellschaft m.b.H., except in those cases in which the goods are intended for resale, processing or transformation. To secure the purchase price claim, the Client undertakes to assign his claims arising from the resale to EASY LOCK Gesellschaft m.b.H. and to make a corresponding note in his books or on his invoices. In the event of seizure or other claims, the Client is obligated to point out EASY LOCK Gesellschaft m.b.H.’s right of ownership and to notify EASY LOCK Gesellschaft m.b.H. immediately.
Scope of services
- The scope of our services is the production as well as sales and distribution of goods for securing loads on transport vehicles.
- The use of these goods for securing loads on transport vehicles in road, rail and shipping traffic must be effected for a safe transport in accordance with ÖNORM V 5750. The products manufactured by EASY LOCK Gesellschaft m.b.H. have the properties required for this purpose.
- For a trouble-free use of the goods, reference is made to the basic rules and the handling instructions of ÖNORM V 5750.
- The warranty period is 12 months from the date of transfer of risk. The warranty period shall commence at the time of transfer of risk in accordance with Item 7 or in accordance with the place of performance.
- The client shall immediately inspect the products manufactured by EASY LOCK Gesellschaft m.b.H. and notify EASY LOCK Gesellschaft m.b.H. of any defects without delay in the event of any other loss of warranty and damage claims.
- Notification of defects must be made in writing within 7 days of delivery or performance; otherwise all warranty claims shall lapse.
- The presumption of defectiveness according to Section 924 Austrian General Civil Law Code (ABGB) is waived.
- EASY LOCK Gesellschaft m.b.H. assumes no liability for damages incurred by the Client in the course of business.
- In the case of remediable defects, EASY LOCK Gesellschaft m.b.H. shall be free either to reduce the remuneration appropriately or to make the improvement or to fulfil the missing part.
- EASY LOCK Gesellschaft m.b.H. shall be liable for damages only in cases of gross negligence or intent.
- Liability for slight negligence – except in the case of personal injury – compensation for loss of profit, consequential damages, damages due to defective or delayed delivery or damages due to claims of third parties is excluded.
- Compensation for damages, for whatever reason, is limited to a maximum of EUR 10,000 for each event causing damage. In case of an invoice value below EUR 10,000.00, claims for damages are limited to the invoice value of the delivered goods.
- The warranty claim expires immediately if the Client or a third party not expressly authorised by EASY LOCK Gesellschaft m.b.H. makes changes or repairs to the delivered items without written consent. Invoices for this will not be accepted. Work and deliveries subject to warranty shall not extend the original warranty period.
- From the beginning of the warranty period, EASY LOCK Gesellschaft m.b.H. shall not assume any liability beyond that stipulated in this Item.
Limitation of liability
- EASY LOCK Gesellschaft m.b.H. shall be liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, fault in conclusion of a contract and in tort, only in cases of intent and gross negligence, limited to the damage typical of the contract at the time of conclusion of the contract.
- The limitations according to 13.1. do not apply in case of intentional culpable violation of essential contractual obligations, as far as the achievement of the purpose of the contract is endangered. The rules on the burden of proof shall remain unaffected in this respect.
- Unless agreed upon otherwise, contractual claims to which the Client is entitled against EASY LOCK Gesellschaft m.b.H. due to or in connection with the delivery of the goods shall become legally barred 6 months after delivery.
- In cases of supplementary performance, the limitation period shall not recommence.
Liability for damages
- Claims for damages by the Client against EASY LOCK Gesellschaft m.b.H. and its vicarious agents, regardless of the legal basis, are excluded, unless they are based on intent or gross negligence. This also applies to indirect and consequential damages, in particular liability for loss of profit. Liability for slight negligence is also excluded, as is compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from third-party claims against the Client.
- EASY LOCK Gesellschaft m.b.H. shall not be liable for damages resulting from incorrect handling of EASY LOCK Gesellschaft m.b.H. products, as well as from disregard of the relevant securing methods according to ÖNORM V 5750 when securing loads on transport vehicles in road, rail and shipping traffic.
- The burden of proof for the existence of intent or gross negligence shall be borne by the Client.
- Claims for compensation shall become legally barred 6 months after knowledge of the damage and the damaging party, in any case 3 years after provision of the delivery or service.
- Non-compliance with any of the conditions and instructions for assembly, commissioning or use (such as those contained in condition instructions, warning notices or a specification sheet prepared by EASY LOCK Gesellschaft m.b.H.) or official conditions shall constitute use contrary to the intended purpose and gross negligence. Any liability of EASY LOCK Gesellschaft m.b.H. for damages resulting therefrom is excluded and the Client shall indemnify and hold EASY LOCK Gesellschaft m.b.H. harmless with respect to any claims of injured persons resulting therefrom.
- The parties shall be released from the timely performance of the contract in whole or in part if they are prevented from doing so by events of force majeure. Events of force majeure are exclusively events that are unforeseeable and unavoidable for the parties and do not originate from their sphere. However, strikes and industrial disputes shall be considered as force majeure events.
- However, the Client, hindered by an event of force majeure, may only invoke the existence of force majeure if it immediately, but no later than within 5 calendar days, provides the Vendor with a registered statement on the beginning and foreseeable end of the hindrance, confirmed by the respective government authority or chamber of commerce of the country of delivery, on the cause, the expected effect and duration of the delay.
- In the event of force majeure, the parties shall make every effort to eliminate or mitigate the difficulties and foreseeable damage and shall keep the other party informed thereof. Otherwise they shall be liable to pay damages to the other party.
- Dates or deadlines that cannot be met due to the effects of force majeure shall be extended by a maximum of the duration of the effects of the force majeure or, if applicable, by a period determined by mutual agreement.
- If a circumstance of force majeure lasts longer than 4 weeks, the Client and EASY LOCK Gesellschaft m.b.H. will seek a settlement of the technical consequences by negotiation. If no amicable solution is reached, EASY LOCK Gesellschaft m.b.H. may withdraw from the contract in whole or in part.
Industrial property rights and copyright; data protection
- If goods are manufactured by EASY LOCK Gesellschaft m.b.H. on the basis of design data, drawings, models or other specifications of the Client, the Client shall indemnify and hold EASY LOCK Gesellschaft m.b.H. harmless in the event of any infringement of industrial property rights.
- The parties undertake to maintain absolute secrecy with respect to third parties with respect to the knowledge acquired by them as a result of the business relationship.
- The Client agrees that personal data contained in contracts, offers, business correspondence, etc., may be stored and processed by EASY LOCK Gesellschaft m.b.H. with the help of automated systems in order to fulfil the business transaction.
Place of jurisdiction and applicable law
- For all disputes, the Linz Regional Court is agreed as the exclusive place of jurisdiction.
- Austrian law shall apply. However, the non-mandatory reference norms of international private law are not applicable. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980, Federal Law Gazette1988/96, is expressly excluded.
- Severability clause
- Should individual provisions of these Terms and Conditions and the concluded contract be invalid or unenforceable, the remaining Terms and Conditions and the contract as a whole shall remain valid.
- The contracting parties are obliged to replace the invalid or unenforceable provision with a provision that is as economically similar as possible, taking into account the interests of both parties.
- In the event of gaps, the provision that corresponds to what would have been agreed according to the meaning and purpose of this contract if the matter had been considered from the outset shall be deemed to have been agreed.
- Should individual provisions of these GTC be invalid, this shall not affect the legal validity of the other provisions of these GTC. The invalid clause or the clause whose validity is limited shall be replaced by the relevant statutory provisions as amended from time to time.