The sale of our special papers takes place – apart from the conditions listed below – according to thestipulations of the General Sales Terms and Conditions(AVB) of the Pulp and Paper Manufacturers of the EC, Brussels, in its current version. The AVB applyanalogously for other paper qualities and paper processing products. Any deviating conditions of the Buyer which are not expressly recognized by the Seller in writing for the individual case are not valid even if they are not expressly rejected.
- The invoice is due for strictly net payment 30 days after its date of issue, unless other terms have been agreed.
- Deliveries of goods outside the European Economic Area (EEA) are made against irrevocable bankcredit, payable in our favour, unless other terms have been agreed.
- In the case of regulation of the invoice by means of acceptance or bill, the invoice sum is dueimmediately after receipt of the invoice without any deduction. Discount charges shall be borneby the Buyer. Acceptances or bills are only accepted in total.
- If the payment term is exceeded, we reserve the right to make all items due immediately and tocancel orders that have already been confirmed. In this case, we may charge any bank interest thathas accrued to the Buyer; however, such interest shall be at least 8 percentage points above theprevailing base interest rate in accordance with § 352 of the Austrian commercial code (UGB).
3. Commercial credit insurance / Seller’s right to rescind
- The Buyer is aware that the Seller maintains commercial credit insurance in order to protectagainst losses arising from the contractual delivery of goods. The Seller will make the commercialinformation that is necessary for the insurance coverage available on an active basis and at its owncost. Insurance coverage for the contractual delivery of goods and sufficient coverage for theBuyer under this insurance represent an essential element of the sales contract for the Seller.
- The Seller is entitled to withdraw from a sales contract if the commercial credit insurancecompany does not offer sufficient insurance protection or sufficient coverage for the Buyer. Inthis case, the Seller is obligated to inform the Buyer immediately of the scope of the commercialcredit insurance or, if necessary, of the inability to obtain insurance coverage.
- If the Buyer is unable to obtain commercial insurance coverage for the requested delivery, the Buyer can provide another form of payment security within 7 days of the notice required pursuant to §3, paragraph 2, line 2, provided such payment security offers the Seller the same protection as the commercial credit insurance. In this case, the Seller is not entitled to withdrawfrom the contract. Otherwise, the Seller declares withdrawal from the contract after the deadline to withdraw.
4. Reservation of title
Inasmuch as the rules of public order of the country of the Buyer, in particular in the field of bankruptcy law, do not contradict the following provisions, the following shall apply if there are no contradicting agreements:
- The goods are only transferred to the ownership of the Buyer when he has fulfilled all his liabilities from the mutual business relationships with the Seller.
- The Seller is entitled, without setting a period of grace or declaration of withdrawal, to demand surrender of the reserved goods by the Buyer if he does not met his obligation towards the Seller in spite of a reminder. Repossession of the reserved goods only means withdrawal from theagreement if the Seller has expressly declared this in writing.
- The Buyer can further process or sell the reserved goods within the framework of correctmanagement.
- Through processing the reserved goods, which are the object of the reservation of title,ownership is not transferred to the Buyer. If other products, which do not belong to the Buyer,are processed together with the reserved goods to create a new item, co-ownership of the newitem is acquired by the Seller according to the stipulation of the value of the reserved goods towhich the reservation of title extends.
- The Buyer assigns now already his demands for the reserved goods, which in case of further sale,either further processed or non-processed, are either fully or partly subject to reservation of title,to the Seller as compensation for the reservation of title which has become invalid and assecurity for the Seller up to the amount corresponding to the value of the reserved goodssubject to the reservation of title. On demand by the Seller, the Buyer shall notify his purchasersof this assignment. The Seller shall accept the assignment.
- If the value of the security, which results from the above-mentioned provisions for the Seller, exceeds the amount of the Seller’s demands on the Buyer, the Seller is obliged to release the securities on demand by the Buyer to this extent.
- The Buyer shall insure the reserved goods, for which the title is reserved, against loss and damage; the Buyer shall also inform the Seller immediately of any measure on the part of third parties which contradicts the reservation of title, e.g. garnishment of goods which are object of the reservation.
Investigation of defects
Following delivery of goods to the Buyer, the Buyer must immediately inspect the goods, particularly the type and quantity of goods that have been delivered and any obvious damage that has been sustained during transport. Any defects that arediscovered must be reported in writing immediately. In the case of a justified report of defects, weshall be obligated, at our discretion, either to fix the damage or to provide a new delivery. All otherlegal provisions apply.
Contrary to Article 7 of the General Sales Terms and Conditions (AVB) of Pulp and PaperManufacturers of the EC, Brussels, the billable weight can also be charged based on nominal weight in the case of rolls.
Limitation of liability
Our liability for direct or indirect damages (e.g., business interruption or lost profits), irrespective ofthe legal basis, is excluded. The foregoing exclusion of liability shall not apply in the event of:
- intentional or gross violations of duties by our corporate bodies, employees or agents,
- injury to life, body or health, and
- violation of essential contractual obligations
However, in the last case listed above our liability is limited to damages that are typical and foreseeable when concluding the contract. The foregoing restrictions and limits shall not be applied to legally mandated liability regulations, suchas the Product Liability Act.
Place of performance / jurisdiction / applicable law
- The place of performance for both parties is A-1040 Wien, Austria.
- The exclusive jurisdiction for all disputes arising from or in connection with this sales contract,including disputes concerning whether it has actually been concluded, is the commercial court of Vienna, Austria.
- The contractual relationships and all other related questions are subject to Austrian law. The UnitedNations Convention on Contracts for the International Sale of Goods (CISG) is excluded pursuantto Art. 6 CISG.
If one of the above clauses is or becomes fully or partly ineffective, the effectiveness of the remainingclauses is not affected by this.
Our sales conditions have been translated into English. In the case of different interpretations between the two language versions, theGerman version shall take precedence.