GTCP

General Terms and Conditions of Purchase

I. Scope

1. The contracts between the company EUROPLAST Kunststoffbehälterindustrie GmbH (hereinafter “Customer”) and its suppliers / subcontractors (hereinafter “Contractor”) are exclusively subject to the following Terms of Purchase. Provisions that deviate from these terms and conditions, in particular Business Terms and Conditions of the Contractor shall not apply, even if the Customer does not object to their validity separately in an individual case. Even if reference is made to a letter by the Customer that contains Business Terms and Conditions of the Contractor or a third party or refers to such terms and conditions, this shall not constitute an agreement with the validity of those Business Terms and Conditions.

2. Other agreements, changes and collateral agreements shall require the explicit written confirmation of the Customer in order to become legally valid.

 

3. The following order shall apply to the applications and interpretations of the contractual provisions:

a) the individual contractual text(s) together with annexes including supplementary terms and conditions of the respective business documents of the offer and order processing;

b) these General Business Terms and Conditions;

c) the Austrian Commercial Code (UGB);

d) the General Austrian Civil Code (ABGB).

The invalidity of individual parts of these General Business Terms and Conditions shall have no effect on the validity of the other provisions. The invalid provisions shall be replaced by those statutory provisions that shall as far as possible correspond which the legal and commercial meaning of the invalid terms and conditions.

 

II. Offer

1. If an offer of the Contractor is submitted following an enquiry of the Customer then the contents of the offer must correspond in full with the enquiry, in particular regarding the condition and quantities. In the event of a deviation the Contractor has to explicitly point this out in writing.

2. The submission of the offer is free of charge and shall not establish any obligations for the enquiring party. Cost estimates will only be remunerated after a special agreement.

 

III. Orders

1. Orders or changes to orders shall only be binding if they are placed or confirmed by the Customer in writing. The written form is also safeguarded with a transmission by fax or email.

2. Documents used by the Contractor in the business transactions with the Customer, in particular invoices, must feature: Order number, commission number, plant, receiving point, full article designation (EUROPLAST-Code + description), quantities and quantity units as well as VAT-ID-No. (with an import from the EU).

 

IV. Prices

1. The prices are fixed prices. The prices are deemed, insofar as not otherwise agreed in writing, “FCA pursuant to INCOTERMS 2010” incl. packaging, toll charge, fuel, energy and, if applicable, hazardous goods surcharges as well as transport insurance up to the stated shipping address / place of use.  The Contractor shall principally assume the customs clearance if not otherwise agreed in writing. Another regulation in this respect must be explicitly noted in writing.

 

V. Order processing, assignment of subcontractors

1. The scope of services of the Customer includes among others that the Contractor shall assign the Customer the ownership to all sent technical documents (also to documents of subcontractors) as well as to other documents that are required for new production, maintenance and operation. 

2. Without the prior written consent of the Customer the Contractor is not entitled to assign the execution of the contract in full or in part to third parties.

3. Documents of all kinds, which are handed over to the Contractor for the execution of the contract, shall remain the property of the Customer and may not be used by the Contractor for any other purposes, nor reproduced or made accessible to third parties. Upon request, they are to be handed over to the Customer together with all copies and reproductions.

4. The ordered quantities are binding.

5. Changes or extensions to the scope of delivery /services, which prove to be necessary during the execution, are to be reported to the Customer in writing without delay. Their execution shall require the prior written consent of the Customer.

 

VI. Quality

1. The Contractor has to carry out the deliveries and services to be provided according to this contract in line with the agreed specifications within the deadline, suitable for the service and in a skilled manner by complying with the statutory and official stipulations as well as the recognised rules of technology.

 

VII. Delivery deadlines/delivery dates

1. Agreed dates are binding. A provision of services before the agreed dates is principally possible. Reasons, which lead to an exceeding of deadlines, have to be reported by the Contractor to the Customer in writing without delay.

2. If the Contractor does not fulfil within the agreed delivery time it shall thus be liable according to the statutory provisions. A possibly agreed contractual penalty pursuant to Section 1336 ABGB in the event of a late delivery or a delivery that is not carried out at the agreed place of performance or does not properly conform to the contract shall remain unaffected hereby.

 

VIII. Delivery and storage

1. The stated shipping addresses are to be complied with. The delivery at another receiving point than that designated by the Customer shall not affect any passing of risk for the Contractor even if this place accepts the delivery. The Contractor shall bear the additional costs of the Customer, which arise from the delivery at another receiving point than that which was agreed.

2. Partial deliveries are to be marked as such.

3. Insofar as the Contractor has an entitlement to return shipments of the packaging used for the delivery, the delivery documents are to be issued with a clear reference. In case of missing marking the Customer will dispose of the packaging at the Contractor’s costs; in this case the entitlement of the Contractor for return of the packaging shall lapse.

4. The statutory regulations, in particular the provisions of the law governing the transport of hazardous goods and the applicable hazardous goods ordinance including the respective annexes and appendices are to be complied with for the transport. The Contractor will be liable for claims for damages, which are due to a non-compliance with these regulations.

5. The service provider has to have the receipt of shipments confirmed by the stated receiving point in writing

. The confirmation of receipt shall not be deemed a recognition of the proper fulfilment of the contract, but exclusively as a confirmation of the incoming goods.

6. The Contractor undertakes to carry out a final control of the goods, accordingly the Customer is initially only obliged to a minimum control based on the delivery notes (Identity and number of pieces) and to transport damages as well as to obvious external defects. The legal consequence of Section 377 (2) UGB is however explicitly excluded by the Contractor’s waiver of the plea – that the Customer had carried out the report of defects late. The contractual parties shall recognise as reasonable a deadline of [6 weeks]. Should defects only have arisen and become recognisable after this time the deadline of 6 weeks will begin to run from the ability to recognise the defect.

 

IX. Termination

1. The Customer is entitled, without stating any reasons, to terminate the contract in full or in part. In such a case it undertakes to pay all deliveries and/or services provided until this time as well as to reasonably remuneration procured material and performed work. Further claims of the Contractor are excluded.

2. The Customer is in particular, without being limited hereto, entitled to termination for good cause, if court insolvency proceedings are applied for over the Contractor’s assets, or the Contractor discontinues the payment. The Customer has the right to take over material and/or semi-finished products at reasonable conditions.

 

X. Issue of invoices, payment, terms of payment, offsetting

1. The invoice must be created conform to value added tax law completely with all necessary details. The invoice is to be sent with the separate disclosure of the purchase order number, order number and commission designation of the Customer to the invoice recipient named in the order and the billing address stated therein.

2. Payments shall be made within 14 days with 3% cash discount or within 30 days without deduction net, the exceptions are other contractual agreements. The payment deadline shall begin with the date of the first day after receipt of the invoice by the Customer. Decisive for the timely payment is the postal stamp with a collection only cheque or the receipt of the payment by the bank. Should by the absence of the details stated in Subclause X.1 above, a delay occur in the processing, the stated deadlines shall be extended by the period of the delay.

3. The payment shall not mean any recognition of conditions and prices. The time of the payment shall have no influence on the warranty of the Contractor and on the right to make a complaint.

4. The Contractor can only offset against undisputed claims or claims which have been declared final and binding.

5. A delivery carried out before the agreed date shall have no effect on the payment deadline bound to these dates or payment deadline agreed otherwise.

 

XI. Claims from liability for material defects or defects of title

1. The Contractor shall be responsible for ensuring that its delivery/service has the agreed condition and fulfils the envisaged intended use. The warranty period is 24 months.

2. The statute-of-limitations of the claims for liability for defects shall begin with the full delivery of the scope of delivery and services or if an acceptance is agreed, with the acceptance.

3. The legal statute-of-limitations of three years shall apply to claims for defects. For defects reported within the statute-of-limitations the deadline will end six months after the complaint has been lodged at the earliest. The Contractor waives the plea of late report of defects.

4. The Contractor has to remedy reported defects without delay. The costs for the remedy of the defects or the substitute delivery including all secondary costs (e.g. freight charges) shall be borne by the Contractor. The statutory rights to redhibition, reduction or damages shall remain unaffected.

5. In case of poor performance contractually owed standard services, which carried out at short regular intervals cannot be subsequently carried out, the Customer can carry out a pro rata reduction of the prices.

6. The Contractor shall indemnify and hold harmless the Customer at first request from liabilities for damages as well as owing to the Product Liability Act, insofar as the cause lies in the scope of control and organisation of the Contractor or its component suppliers.

7. At the Customer’s request the Contractor will prove the conclusion of sufficient product liability insurance.

 

XII. Place of performance, place of jurisdiction

1. The place of performance for all deliveries/services is the receiving point designated by the        Customer.

2. The place of jurisdiction is the registered seat of the Customer.

 

XIII. Applicable law

1. The law of the Republic of Austria shall apply for all legal relationships between the Customer and the Contractor. 

2. An assessment of the legal relationships between the Customer and the Contractor according to the UN Convention on Contracts for the International Sale of Goods that came into force on 1.1.1989 in Austria shall require the explicit mention in the contract.

3. The contractual parties hereby agree that in case of possible disputes from this contract the permanent arbitral tribunal of the Chamber of Commerce in Klagenfurt of the Austrian Federal Economic Chamber shall finally decide by an arbitration panel in accordance with the Rules of Arbitration applicable to the same.

 

XIV. Ban on advertising/confidentiality 

1. The use of enquiries, orders and the thus associated written correspondence of the Customer for advertising purposes shall require the explicit and written consent of the Customer.

2. The Contractor will maintain secrecy concerning all operational processes, equipment, plants, documents etc. at the Customer and its clients, of which it becomes aware in connection with its activity for the Customer, also after submission of the respective offers or settlement of the contract towards third parties.

It will impose corresponding obligations upon its vicarious agents or assistants.

 

XVI. Data protection

1. The contractual parties are obliged to comply with the statutory provisions concerning the data protection as well as to guarantee and monitor their compliance.

 

EUROPLAST Kunststoffbehälterindustrie GmbH
Status 21.03.2019