General Terms & Conditions of Business for Windegger Maschinen GmbH

In the following General Terms & Conditions of Business, the customer is referred to as the “Buyer” and the Windegger company as the “Manufacturer”. The following General Terms & Conditions of Business will apply to all deliveries by the Manufacturer to a Buyer in the version applicable at the time of the order.

Should a reseller carry out a business transaction for the Manufacturer, all articles of these General Terms & Conditions of Business shall apply to the same extent. The term “Buyer” will then be replaced by the term “Reseller”.

1. Offers, cost estimates, assignments and orders are valid provided that the underlying order data remains unchanged. Orders and agreements will only become binding upon written confirmation thereof by the Manufacturer. Offers and orders are therefore not binding and do not represent any obligation to accept an assignment. An assignment or order may be rejected in writing within 14 days of receipt: otherwise it will be deemed accepted with the effective date of the assignment.

2. Prices plus value added tax at the statutory rate applicable at the time of the conclusion of a contract will apply ex stock from the place of business of the Manufacturer. The Buyer is liable for all transport costs. The items are transported ex stock at the entire risk of the Buyer (or of the appointed haulier).

3. Place of delivery: the Buyer will be verbally notified of readiness for delivery. The place of delivery for the items will be the place of business of the Manufacturer. The machine must be accepted by the Buyer within 7 days of notification. If acceptance of the machine is delayed on account of the Buyer, the Buyer will be liable for all risks from the day of readiness for delivery. Third-party property will be stored uninsured against any risk. If the nature of the transaction or the order so permits, the Manufacturer is entitled to make and to invoice partial or pre-deliveries.

4. Payment: the invoice amount is payable by means of bank transfer or cheque, without deductions, within the time fixed for payment as indicated on the document (assignment or invoice). If no date of payment is indicated the invoice is payable at sight. Cheques and drafts are only deemed valid payment following clearance.

5. Delays in payment: if the date of payment is missed, late-payment interest will be charged at the current Euribor 3-month interbank rate plus 5 percentage points and all other expenses.

In the event of a delay in payment or a delay of any instalment in the case of part-payments, the Buyer will forfeit any discounts or beneficial conditions.

In such cases the Manufacturer is entitled to:

• regard the contract as cancelled “ipso iure”, to recall the sold machine or replacement part and to make a usage and depreciation charge of 20% of the purchase price per month as from delivery. Instalments that have already been paid may be used for this purpose;
• immediately commission a collection agent to collect the outstanding amount.

6. Retention of title: the machine or replacement part is assigned with an express retention of title in favour of the Manufacturer. The machine or replacement part will therefore remain the property of the Manufacturer up until full payment is made of the purchase price and of all other expenses.

In the event of any delay in payment, the Manufacturer is entitled, without prejudice to any other rights, including payment of damages, to recall any machines and replacement parts where retention of title applies.

7. Delivery time: observance of the agreed delivery time is subject to circumstances that are unforeseeable or beyond the control of the parties, such as all cases of force majeure, warlike events, natural disasters, official interventions and prohibitions, transport and customs delays, damage in transport, strikes or power outages. Such circumstances will also justify an extension to the delivery time if they affect any of the Manufacturer’s service providers or suppliers. This notwithstanding, the delivery time may in any case be extended by up to 60 days for technical reasons related to production.

8. Assembly: the Buyer may not fit any replacement parts unless a specific agreement to the contrary exists.

9. Warranty: the Manufacturer is liable for any material and constructional defects of factory-fresh machines and replacement parts for a period of one year as from delivery. Such warranty is however subject to the condition that the machines and replacement parts are not deliberately damaged, repaired or altered by the Buyer or any third party. The warranty will be void in the event of inappropriate usage or use for purposes other than those intended. The warranty will become ineffective if the Buyer is late in making payment. In the event of a claim under warranty, machines and replacement parts must be returned to the Manufacturer’s plant.

Tyres, wearing parts subject to normal usage, as well as standard upkeep and maintenance are all excluded from the warranty.

10. Complaints will be received and checked if they are made in writing within 8 days following delivery and handover of the items. Complaints do not remove the obligation to make payment and do not provide grounds for any deduction.

11. Defects: any defect affecting the machines or replacement parts at the time of handover must be established by the Buyer within 8 days of delivery and handover and notified to the Manufacturer in writing.

Claims regarding liability, information or redress must be made in writing to the management of the Manufacturer/Vendor, specifying the damage and the circumstances generating liability, including proof that the deliveries and services originated from the Manufacturer. Warranties for the quality of the individual parts and components of the machines and items supplied will only cover the liability extended to the Manufacturer by its vendors.

12. Operating instructions, plans, designs, instructions for assembly, etc. will remain the sole property of the Manufacturer and may not be passed on to any third party without permission.

13. Address: the Buyer must immediately and expressly notify any change of address. Written communications will otherwise be deemed to have arrived via the normal postal service if sent to the last address known to the Manufacturer.

14. Viewing: if a machine or replacement part is lent to a potential Buyer for viewing, sampling or test purposes, the Buyer will be fully liable during this period for all any damage caused to the machine as well as for all damage caused to any third party, including all appropriate claims for damages. The Manufacturer will only assume liability for any incorrectly installed or defective parts.

15. Privacy: the Buyer hereby expressly consents to his/her personal data (in particular his/her name, address and date of birth) that may now or in future be disclosed in the context of this business relationship being processed for customer service purposes and for company-related publicity purposes, as well as being communicated and disclosed for creditor protection purposes.

16. Amendments to these General Terms & Conditions of Business must be made in writing to become effective.

17. The sole place of jurisdiction for all matters will be the Manufacturer’s place of business