Terms and conditions
1. General The business transactions between wholesale companies dealing with jewels, gold and silverware (suppliers) on the one hand and their business customers (buyers/customers) on the other hand, shall be governed as follows until further notice, provided that no other agreement deviating from these terms or amending them in individual points, has been made in writing:
2. Conclusion of the Contract A purchase contract is concluded by explicit or implicit acceptance of an offer placed
3. Place of Fulfilment and Jurisdiction The supplier’s location shall be deemed the place of fulfilment and jurisdiction for the delivery. Delivery dates and other deadlines are subject to obstacles that might arise unforeseeably, insurmountably and without our fault, in particular in cases of force majeure; this clause also applies in cases of slight negligence. In any of these cases the delivery period shall automatically be reasonably extended and the buyer shall not be entitled to claim damages based on these grounds. In the event of delayed delivery the buyer shall be entitled to the right of withdrawal from the purchase only after the expiry of a reasonable period of grace, communicated by written notice. In case of a business transaction where time is agreed to be of the essence (“just-in-time deal”), the buyer shall be entitled to withdraw from the business transaction with immediate effect. To a reasonable extent, we shall be entitled to perform partial deliveries.
4. Prices, Payment Our prices are ex stock, exclusive of VAT. We reserve the right to raise our prices accordingly without additional gain if, after the conclusion of the purchase agreement, an increase in costs occur, in particular if such increase results from labour or trade agreements and/or increases in (raw) material prices. Evidence thereof shall be presented to the customer upon request. A discount shall only be granted in case of timely payment; deliveries of precious material, however, are excluded from this discount provision. A discount may only be drawn, if any and all payments for preceding deliveries have been made in their entirety. Excluded from the discount are repair invoices as well as deliveries and services that are stated as not being discountable in the offer. To the extent that merchandise credit notes are used for payment, they reduce the discountable amount accordingly.
5. Delivery and Shipment Delivery shall be made on the account of the buyer and at the risk of the supplier. Shipment shall be effected with appropriate insurance coverage according to the due diligence of a reasonable businessman, unless the buyer has given deviating instructions. In the event of damage incurred while the goods for consignation or choice were in the buyer’s safekeeping, the latter shall be liable in case of a breach of his duties to exercise the due care of a diligent businessman. In any and all business transactions of all sorts, the costs for shipment, including agreed shipment of goods for viewing or choice, shall be borne by the buyer and are nor eligible for any rebate or cash discount.
6. Reservation of Title The property and ownership rights to the goods handed over shall remain with the supplier until complete payment is effected.
7. Deliveries of goods on commission, consignation, or for viewing or choice Under the reservation of title and as long as this title is valid, the supplier shall in cases of business transactions with goods for choice or on commission be entitled to reclaim the goods, while at the same time declaring the withdrawal from the purchase, even without granting a period of grace. In case of deliveries of goods on consignation or for viewing or choice, the recipient of the goods shall bear the responsibility for the set deadline for the business being met. In the event that such a deadline is exceeded, the customer and the supplier agree on the transformation of the agreement on the deliveries of goods on commission or for choice to a regular purchase contract. In the event of seizure of the delivered goods at the customer’s premises, the latter shall be obliged to inform the enforcement authority of the supplier’s retention of title in the goods and to demand notification thereof in the garnishment record. In addition, the buyer shall be obliged to notify the supplier with immediate effect of the executed seizure in order to ensure the safeguarding of the supplier’s rights.
8. Rights in Case of Deterioration of Assets – Credit Note Issuing In the event of a deterioration in the customer’s financial situation occurring after the conclusion of the purchase contract e.g. through protests of a bill or compulsory enforcement measures, we shall be entitled to take the following measures, without prejudice to any other rights.
Moreover, we shall be entitled to the acceleration clause stated below under section b) as soon as the customer is in default in payments of at least 25% of his total liabilities (undisputed main claims) for a period of more than 6 weeks.
- Provided that our deliveries have not yet been made, we shall be entitled to withdraw from such contracts, if the customer has failed to provide sufficient securities or to effect payment within a period set by us.
- Provided that our deliveries have duly been made, we shall be entitled to accelerate maturity of our claims resulting thereof, including claims for which bills of exchange or checks have been issued, and demand payment with immediate effect, even if such claims were not yet due.
In the event that we take back the goods permanently for reasons of payment difficulties or insolvency on the part of the customer, a credit note shall be issued to the latter. In such case, we reserve the right of deductions corresponding to:
- the outer appearance of the goods upon their return (e.g. cost incurred due to possibly required reworking of the goods, cost incurred for new labelling after the customer has removed the original labels or because they had become defective or shabby during storage);
- a decrease in value incurred during the period between delivery and return of the goods due to the fact that, in the meantime, there has been a technical evolution or the goods have become outdated in terms of fashion;
- a decline in the prices for precious metals (bullion rate) as compared to the date of invoice. Decisive for this clause is the value on the date when the goods supplied under reservation of title come back into our possession;
- the cost of sale (sales representatives) incurred to us; in this respect we shall be entitled to a flat-rate deduction of 10 percent.
The customer shall have the right to provide proof that the deduction is not justified or only justified to a considerably diminished extent.
9. Complaints on the part of the consignee of the goods Notifications of defects or any other complaints shall be brought forward by the consignee immediately after receipt of the delivery, provided that the reason for such complaint is detectable within this time by exercising the due care of a diligent businessman.
10. Consequences of Delay If the agreed period allowed for payment or for the supply of production material on the part of the consignee is exceeded, the latter shall be charged with penalty interest in the amount of 1 percent per month. In addition, the buyer shall be liable towards the supplier for any and all disadvantages or damage resulting from the buyer’s culpable non-compliance with any of the purchase contract’s provisions; this shall in particular apply to the costs for extrajudicial reminders and collection.
11. Copyright Our designs, samples, models and the like shall be deemed our intellectual property and may not be copied nor used in any other way for reproduction purposes by the customer, even if they are not covered by specific copyrights. Any culpable infringement of this clause shall oblige the buyer to pay compensation.
12. Data Processing In compliance with the Federal Data Protection Act (Bundesdatenschutzgesetz) we shall be entitled to process all data relating to the business relationship with the customer and/or to have such data processed.
13. Severability Clause The contract provisions contained in this agreement shall remain valid even if individual clauses therein should be changed and/or amended or become invalid.
14. Applicable Law Austrian Law shall apply.