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Unbenanntes Dokument

General Terms and Conditions of Sale, Delivery and Payment of WALSER GmbH

The following General Terms and Conditions of Sale, Delivery and Payment of WALSER GmbH apply exclusively for any and all sales offers provided, including future offers. Applicability of the business partner’s General Terms and Conditions (GTC) is hereby definitely excluded. Any regulations deviating from or complementing the present GTC — in particular the GTC of the contractual partner/customer — become an integral part of the contract only if they are ex- pressly confirmed in writing by Walser GmbH.


  1. Offer and acceptance

    1. All offers are non-binding/subject to change, in particular with respect to prices and avai- lability. Agreements concluded verbally or by telephone or agents as well as subsequent amendments of the contract shall become valid only after they have been confirmed by us in writing. If the order is not specifically confirmed, the invoice shall be deemed to be the order confirmation. Any indication of quantities and weights shall be deemed to be approximate only.

    2. We are entitled to correct obvious errors or mistakes in offers, order confirmations or invoices. Incorrect information that evidently contradicts our sales documents shall not give rise to legal claims of any kind.

      1.3. The order placed by the contractual partner shall be deemed to be accepted only upon confirmation of the order by Walser GmbH, by which a contract is concluded.


  2. Prices

    1. Prices are quoted, depending on whether goods are delivered ex works or agent’s warehouse, in the indicated currency. Prices are quoted net of the statutory value-added tax in the applicable amount. The prices applicable at the date of delivery according to our price lists apply.

      2.2. The prices are quoted “ex works” and do not include the costs of transport, assembly or installation.


  3. Right of sale

    1. Customers of WALSER GmbH are not allowed to actively sell the goods supplied by WAL- SER GmbH that are designated as part of the product range of WALSER GmbH and sold in WALSER product range packaging on internet platforms such as “Amazon” or “eBay” (prohibition of active sale) without written declaration of consent. Customers of WALSER GmbH are furthermore obligated to impose this sales ban on their customers, unless they are end users. WALSER GmbH thus has the sole and exclusive right of sale via internet platforms such as “Amazon” or “eBay”. The customers shall fully indemnify and hold WAL- SER GmbH harmless from and against any non-compliance with the above obligation. Customers of WALSER GmbH are recommended to adjust the sales prices of the product range to match the non-binding recommended sales prices stipulated by WALSER GmbH.

    2. The customer shall pay a contractual penalty in an amount of €500.00 to WALSER GmbH for each violation of the above obligation, regardless of fault. Additional claims for dama- ges shall remain unaffected.


  4. Delivery

    We request your attention as per enclosure.


  5. Period of delivery and default in delivery

    1. The periods of delivery indicated by us shall be understood to be approximate. Exceeding the period of delivery does not immediately entitle the buyer to rescind the contract or raise claims for damages. The buyer may give notice of default to the seller no sooner than one week after expiry of the stated period of delivery. The seller shall then be gran- ted a grace period of three weeks to fulfil their delivery obligations. If this grace period is exceeded, the buyer is only entitled to rescind the contract. Claims for damages are excluded in case of minor fault.

    2. The period of delivery is deemed to be complied with if the item to be delivered has left the works or notice of readiness for dispatch has been given by the end of such period of delivery.

    3. In the case of disruptions of operations or traffic, fire damage, floods, shortage of work- force, power or raw materials, strike, lockouts, disruptions in dispatch, official decrees, or other unforeseen obstacles outside the supplier’s sphere of influence, we are entitled to extend the periods of delivery appropriately, at least by the duration of such disruption, or, if such disruption persists for more than 6 weeks, to withdraw from the part of the order not yet completed. Any claim for damages on the part of the buyer is excluded in this case as well.

    4. In any case, claims for compensation for indirect consequential loss are excluded. This includes claims for lost profits and unlawful acts in the case of slight negligence on the part of Walser GmbH.


  6. Notice of defects

    1. Obvious defects shall be reported to us immediately upon delivery of the goods. In any case, the goods are deemed to be accepted after 7 days of receipt. Usual or minor, tech- nically unavoidable deviations in quality, colour or equipment shall not qualify for a notice of defects. Hidden defects shall be reported to us immediately upon discovery. Any notice of defects given too late according to the above provision cannot be taken into account.

    2. In case of justified complaints, we undertake to provide a replacement free of defects within an appropriate period of time; claims for consequential losses may be raised only in case of gross negligence on the part of Walser GmbH. Return of duly and properly delivered goods is not permitted. Further claims are excluded.


  7. Retention of title

    1. Any goods delivered by WALSER GmbH remain WALSER’s property until they have been paid in full. Acceptance of bills of exchange is not equivalent to payment.

    2. The buyer may sell, process and blend the goods with others only within the framework of their ordinary business activities. If goods subject to extended retention of title are resold, the purchase price obtained is deemed to be assigned to WALSER GmbH to co-

      ver the respective outstanding receivables. If the goods are processed or blended with others, the extended retention of title also covers the new product in the proportion of the goods processed or blended in the new product.

    3. Assignment of the goods subject to extended retention of title as collateral or pledging of such goods is not permitted. The buyer shall immediately notify WALSER GmbH if third parties intend to establish rights in or raise claims to the goods subject to retention of title.

      7.4. Additional retention of title for customers in Germany — Extended retention of title: Any goods delivered by WALSER GmbH remain WALSER’s property until all claims that Walser GmbH has against the customer (now or in the future) have been settled.


  8. Images and text material provided

    1. The images and texts provided to the customer by WALSER GmbH are copyrighted texts and photographic works.

    2. The images provided remain the property of WALSER GmbH. Any publication of WALSER’s images and text material by third parties is prohibited.

    3. The customer shall treat the images or texts with due care and diligence, and may trans- mit them to third parties only for the business-related purposes of sighting, selection and technical processing.


  9. Payment

    1. Payments are due and payable 30 days net. Payments received will first be used to settle any receivables overdue. The date of receipt of payment is the date at which payment is received in cash or credited to our bank or postal cheque accounts. Bills of exchange and cheques are accepted only as conditional payment.

    2. All payments shall be made free of charges. The costs of bills of exchange and discount charges according to the rates of private banks shall be borne by the buyer. Payments are deemed to have effectively been made on the date at which the invoice amount is at our disposal in cash, loss-free. In the case of default, we charge default interest at the debit interest rate charged by our principal bank. Interest for advance payment is not granted.

    3. Offsetting, exercising a right of retention or pleading non-fulfilment of the contract is excluded, irrespective of the legal grounds, unless counter-claims have been established with legal effect or are not expressly rejected by us. Assigning claims against us is permit- ted only with our written consent.


  10. Place of performance and place of jurisdiction

    1. The place of performance for our services is Hohenems (Austria) or the delivery warehouse specified by us. The place of performance for payments is Hohenems.

    2. The place of jurisdiction for dunning procedures and any and all claims arising from con- tracts concluded with fully qualified merchants, legal entities under public law, public-law special funds or persons that do not have a place of general jurisdiction is Feldkirch (Aus- tria). This also includes claims arising from bills of exchange and cheques. If the buyer’s place of residence is unknown, or the buyer relocated their place of residence or habitual residence abroad, the place of jurisdiction is Feldkirch as well. If necessary, we are also entitled to file a suit at the buyer’s foreign place of jurisdiction.

    3. Austrian law applies (for all legal relationships in the B2B sector).


  11. Photo rights

    1. The images created by WALSER and provided to the customer, including the associated photo rights, may only be used for goods offered and sold via our customers’ original on- line shops. Selling the products and using our photographic material on online platforms that also offer used goods and do not have a separate shop for WALSER goods, or where several suppliers sell the same goods, is not permitted.


  12. General provisions

    1. The above Terms and Conditions of Sale, Delivery and Payment also apply for future tran- sactions arising from the business relationship.

    2. We are entitled to store, amend, transmit and delete the buyer’s personal data collected within the framework of the contractual relationship for our own purposes. The buyer foregoes a specific notification upon initial storage of data relating to their person.

    3. If individual provisions of our General Terms and Conditions of Sale, Delivery and Payment are void, the legal validity of the remaining provisions shall remain unaffected thereby.

AGB

V1.19- 17.01.2023

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