General Conditions of Sale and Delivery
For Merckens Karton- und Pappenfabrik GmbH and Merckens Präsentationsprodukte GmbH.
These conditions of sale and delivery apply to all orders placed with us. Other conditions will be binding on us only if we accept them in writing. This also applies in the event that a customer refers to their own conditions of purchase.
Verbal agreements implying an additional obligation on our part will be binding only if they are confirmed in writing.
Prices and payment
Unless otherwise agreed, our prices are shown as euro amounts exclusive of VAT.
Our invoices are due for payment within 30 days net without deduction. A discount of 2% will be granted for payments received within 14 days of the invoice date.
We are entitled to invoice partial deliveries and partial services immediately upon delivery.
If the purchaser is in default of payment with other payment obligations towards us or if the purchaser otherwise behaves contrary to the provisions of the contract, all claims shall immediately become due for payment. In this case, goods not yet delivered may be retained until payment is made and further work on current orders discontinued.
The offsetting or retention of payments due to alleged counterclaims, including from the title of warranty, is excluded.
Fulfilment, shipping, delivery times, retrieval
We are not required to subject components supplied by the purchaser for the manufacturing of an order, such as data, printed sheets and cutting dies, etc., to a prior inspection.
Any agreed delivery period shall not begin until all details of the contract have been fully clarified and the customer has fulfilled their obligations, such as approving a print run or other documents, and these have been received by us. Partial deliveries are permitted.
The date of dispatch or collection of the goods from us counts as the date of delivery. If any agreed delivery date is not met for reasons for which we are responsible, the customer has the right to withdraw from the contract after the expiry of a reasonable grace period set in writing. Claims for damages due to delayed delivery are excluded, unless they are based on wilful misconduct or gross negligence.
Goods purchased for collection shall be collected within four months. In the event of late collection, we are entitled to store the goods ready for despatch at the expense and risk of the buyer and to invoice all costs incurred. If the goods have not been collected by the end of the stipulated four-month period, we shall also be entitled to withdraw from the contract and to demand a 20% cancellation fee without prejudice to any further claims.
We will take back packaging material if we are required to do so by law. If mesh boxes or Euro pallets are used for delivery, the customer may return these to the delivery agent in equal numbers. They must be returned via the delivery agent in good condition and free of charge within a reasonable period. The returned packaging must be clean, free from foreign matter and sorted according to packaging type. Otherwise we shall be entitled to demand additional costs from the buyer for their disposal.
Retention of title
Notwithstanding the earlier transfer of risk, the delivered goods shall remain our property until full payment of all obligations of the buyer arising from the delivery contract. The retention of title shall not be revoked by individual claims in a current invoice or by drawing on a balance. If the buyer is late making payment, we shall issue a reminder and are subsequently entitled to take back the goods under retention of title, and the customer is obliged to surrender them. This entitlement shall also exist at any time when we have not yet withdrawn from the contract.
The buyer is entitled to process the goods in accordance with good business practice or to resell them.
If the goods are processed by the customer into a new movable object or combined, mixed or blended with goods not belonging to us in accordance with §§ 414, 415 of the Civil Code, we shall become co-owners in accordance with the statutory provisions. If the buyer acquires sole ownership by combining, mixing or blending the goods, the buyer is obliged to grant us co-ownership in the ratio of the value of the retained goods to the other goods at the time of combining, mixing or blending. In this case, the buyer shall store the goods over which we have co-ownership free of charge.
If goods under the retention of title are sold by the purchaser on their own or together with goods not belonging to us, the purchaser shall assign to us all claims arising from the resale in the amount of the value of the retained goods with all ancillary rights and we shall accept the assignment. The buyer is obliged to inform their customers of the assignment and to immediately provide proof in writing that the resulting third party debtors have been so informed.
The buyer is not entitled to dispose of the goods under retention of title in any other way, in particular not through pledging or chattel mortgaging.
The buyer must insure the goods under the retention of title against loss and damage. If third parties gain possession of the goods under the retention of title, particularly through seizure, the buyer shall immediately notify us in writing and inform the third party of our retention of title. The buyer is obliged to bear all costs incurred for the prevention of seizure and for the replacement of the delivered goods, insofar as such costs can not be recovered from third parties.
The absolute warranty period is 6 months. Claims under warranty shall be rejected if the defect can be traced to material or documents provided by the buyer.
Claims for damages, with the exception of personal injury, exist only in cases of wilful misconduct or gross negligence. This also applies to consequential damages, and in particular to any liability for loss of profit. Claims for damages of the buyer generally lapse 12 months after the buyer becomes aware of the damage and the liable party.
Place of fulfilment, legal venue, applicable law, miscellaneous
The place of fulfilment for delivery and payment is our company headquarters in A-4311 Schwertberg. The legal venue is agreed as the materially competent court for our company headquarters in A-4311 Schwertberg. This court is the exclusive court of jurisdiction for all disputes arising directly or indirectly from this contractual relationship.
The contractual relationship between the customer and ourselves is always governed by Austrian law, to the exclusion of the reference norms of international private law and the application of international conventions, in particular the UN Sales Convention of 4 November 1980.
The statutory rights of consumers under the Consumer Protection Act are not affected by the conditions mentioned above.