general terms and conditions of sale and delivery

General terms and conditions of sale and delivery

of Merckens Karton- und Pappenfabrik GmbH and Merckens Präsentationstechnik Gesellschaft m.b.H. & Co. KG.

1. General
These terms and conditions of sale and delivery shall apply to all orders placed with us. Terms and conditions contrary to these terms and conditions shall only be binding on us if we have accepted them in writing. This shall also apply in case a customer refers to his own terms and conditions of purchase.
Oral agreements which provide an additional obligation for us shall only be binding on us if confirmed by us in writing.

2. 7. Prices and payment
Unless otherwise agreed, our prices are in euro and exclude the statutory value-added tax.
Our invoices are payable within 30 days net and without discount. A discount of 2 % will be allowed if we receive payment within 14 days of the invoice date.
We shall be entitled to invoice partial deliveries and partial services upon delivery.
If the customer is in default with other payment obligations to us or if he otherwise infringes the contract, all claims shall immediately become due for payment. In that case, goods not yet delivered may be retained until payment and the processing of current orders stopped.
The customer shall not be entitled to set off payments against alleged counterclaims or to withhold payments for that reason, even if they are based on warranty.

3. Performance, dispatch, delivery periods, request for delivery
We are not obliged to check in advance the components, such as data, signatures and stamping dies etc., provided by the customer in connection with a specific contract.
An agreed delivery period shall start to run only after all details regarding the contract have been fully clarified, the customer has complied with his obligations to release a print or other documents and we have received them. Partial deliveries shall be permissible. The day of dispatch or collection of the goods shall be considered as the day of delivery. If the customer fails to comply with an agreed delivery period for reasons attributable to us, the customer shall be entitled to withdraw from the contract after having granted in writing a reasonable additional period for performance. Claims for damages for late delivery are excluded unless they are based on intent or gross negligence.
Goods purchased on-call shall be collected within 4 months. If the goods ready for dispatch are not collected in time, we shall be entitled to store them at the cost and risk of the customer and to invoice them as well as all costs arising from such storage to the customer as if they had been delivered. In the event of default in acceptance over the above-stated 4-month period, we shall be entitled to cancel the contract and to demand a 20 percent cancellation fee from the customer, without prejudice to further claims.

4. Packaging material
We take back packaging material if we are legally obliged to do so. If skeleton boxes or Euro pallets are used for delivery, the customer shall return them to the forwarding agent in equal numbers. They shall be returned via the forwarding agent in proper condition and carriage paid within a reasonable period of time. The returned packaging must be clean, free of foreign materials and sorted according to the different packaging materials. Otherwise, we shall be entitled to invoice the customer for the additional costs arising from its disposal.

5. Retention of title
The delivered goods shall remain our property until all liabilities of the customer arising from the supply contract have been paid, irrespective of the earlier passage of risk. The retention of title shall not expire due to the inclusion of individual claims in a current invoice or due to offsetting. If the customer is in default with a payment, we shall be entitled to take back the retained goods after having requested payment and the customer shall be obliged to hand them over. This right to claim the return of the retained goods shall also apply if, or at a point in time at which, we have not yet rescinded the contract.
The customer shall be entitled to further process or resell the goods within sound management practices.
If the goods are processed to a new moveable object or if they are combined, blended or mixed with other goods not belonging to us pursuant to Sects. 414, 415 ABGB (Austrian Civil Code), we will become co-owners of the new object in accordance with these legal provisions. If the purchaser acquires sole ownership by combination, blending or mixing, the customer shall be obliged to assign co-ownership to us in proportion to the value of the retained goods to the value of other goods at the time of combination, blending or mixing. In that case, the purchaser shall securely store the goods co-owned by us free of charge.
If retained goods are sold by the customer without or with goods not belonging to us, the customer shall assign to us all claims arising from the resale of the goods up to the amount of the value of the retained goods together with all ancillary rights; we shall accept such assignment. The customer shall inform his buyers about such assignment and immediately prove to us that he has notified any third party debtors.
The customer shall not be entitled to otherwise dispose of the retained goods, in particular to mortgage or to transfer ownership of the goods by way of security.
The customer shall insure the retained goods against loss and damage. The customer shall immediately inform us in writing of any acts taken by third parties in respect of the retained goods, in particular in the case of attachment, and inform the third party about our retained ownership. The customer shall bear all costs incurred in connection with the prevention of any acts taken by third parties in respect of the retained goods and in connection with the recovery of the delivered goods if such costs cannot be recovered from third parties.

6. Warranty, disclaimer
The absolute warranty period is 6 months. Warranty claims may not be asserted if the defect is due to material, documents etc. provided by the customer.
Apart from personal injury, claims for damages may only be asserted if they are due to intent or gross negligence on our part. The same shall apply in the event of consequential losses, in particular in the case of liability for lost profit. Claims for damages of the customer shall become time-barred 12 months after he has become aware of the damage and the party liable.

7. Place of performance, jurisdiction, governing law, miscellaneous
Our head office in A-4311 Schwertberg shall be the place of performance for deliveries and payments. The court having subject matter jurisdiction for our head office in A-4311 Schwertberg shall have exclusive jurisdiction for all disputes arising directly or indirectly from this contractual relationship.
The legal relationships between the customer and us shall always be governed by Austrian law without regard to its conflict of law rules and international conventions such as the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.4.1980.

The above conditions shall not affect any statutory rights of a consumer.