General Terms of Delivery
Issued by the Austrian Electrical and Electronics Industry Association (FEEI)
Last revised in September 2017
1. Scope
1.1. These General Terms shall govern legal transactions between business enterprises, namely the
delivery of commodities and, mutatis mutandis, the rendering of services. Software
transactions are with precedence governed by the Software Conditions issued by the Austrian
Electrical and Electronics Industry Association, assembly work by the Terms and
Conditions for Assembly Work issued by the Austrian Power Current and Light Current Engineering
Industry and/or (where applicable) the Terms and Conditions for the Assembly of
Electrical Equipment used in Medicine issued by the Austrian Electrical and Electronics Industry (the
current versions are available at www.feei.at).
1.2. Any departure from the terms and conditions mentioned in 1.1 above shall be valid only if
expressly accepted in writing by Seller.
2. Submission of offers
2.1. Seller’s offers shall be deemed offers without engagement.
2.2. Tender documents and project documentation must not be duplicated nor made available to third
parties without the permission of Seller. They may be claimed back at any time
and shall be returned to Seller immediately if the order is placed elsewhere.
3. Conclusion of contract
3.1. The contract shall be deemed concluded upon written confirmation by Seller of an order received
or upon dispatch of a delivery.
3.2. Particulars appearing in catalogues, folders etc. as well as any oral or written statements shall
only be binding if Seller makes express reference to them in the confirmation of the
order.
3.3. Subsequent amendments of or additions to the contract shall be subject to written confirmation.
4. Prices
4.1. Prices shall be quoted ex works or ex Seller’s warehouse without VAT, packing and packaging,
loading, disassembly, take-back and proper recycling and disposal of waste electrical
and electronic equipment for commercial purposes as defined by the Ordinance Regulating the
Handling of Waste Electrical Equipment. Buyer shall be liable for any and all charges,
taxes or other duties levied in respect of delivery. If the terms of delivery include transport to a
destination designated by Buyer, transport costs as well as the cost of any transport
insurance desired by Buyer shall be borne by the latter. Delivery does not, however, include unloading
and subsequent handling. Packaging materials will be taken back only by express
agreement.
4.2. Seller reserves the right to modify prices if the order placed is not in accordance with the offer
submitted.
4.3. Prices are based on costs obtaining at the time of the first quotation. In the event that the costs
have increased by the time of delivery, Seller shall have the right to adjust prices
accordingly.
4.4. In carrying out repair orders, Seller shall provide all services deemed expedient and shall charge
Buyer for the same on the basis of the work input and/or expenditures required.
The same holds for any services or additional services the expediency of which becomes apparent
only as the repair order is executed. In such an event special notification of Buyer
shall not be required.
4.5. Expenses for estimates of costs of repair and maintenance or for expert valuations shall be
invoiced to Buyer.
5. Delivery
5.1. The period allowed for delivery shall commence at the latest of the following dates:
a) the date of order confirmation by Seller;
b) the date of fulfilment by Buyer of all the conditions, technical, commercial and other, for which he is
responsible;
c) the date of receipt by Seller of a deposit or security due before delivery of the goods in question.
5.2. Buyer shall obtain whatever licences or approvals may be required from authorities or third parties
for the construction of plant and equipment. If the granting of such licences or
approvals is delayed for any reason the delivery period shall be extended accordingly.
5.3. Seller may carry out, and charge Buyer for, partial or advance deliveries. If delivery on call is
agreed upon, the commodity shall be deemed called off at the latest one year after the
order was placed.
5.4. In case of unforeseeable circumstances or circumstances beyond the parties control, such as all
cases of force majeure, which impede compliance with the agreed period of
delivery, the latter shall be extended in any case for the duration of such circumstances; these include
in particular armed conflicts, official interventions and prohibitions, delays in
transport or customs clearance, damages in transit, energy shortage and raw materials scarcity,
labour disputes, and default on performance by a major component supplier who is
difficult to replace. The aforesaid circumstances shall be deemed to prevail irrespective of whether
they affect Seller or his subcontractor(s).
5.5. If a contractual penalty for default of delivery was agreed upon by contracting parties when the
contract was concluded, it shall be executed as follows, and any deviations
concerning individual items shall not affect the remaining provisions: Where delay in performance can
be shown to have occurred solely through the fault of Seller, Buyer may claim for
each completed week of delay an indemnity of at most one half of one per cent, a total of no more
than 5 %, however, of the value of that part of the goods to be delivered which
cannot be used on account of Seller’s failure to deliver an essential part thereof, provided the Buyer
has suffered a damage to the aforesaid extent. Assertion of rights of damages
exceeding this extent is precluded.
6. Passage of risk and place of performance
6.1. Unless otherwise agreed, the delivery of goods is considered sold EXW in accordance with
INCOTERMS® 2010.
6.2. For services, the place of performance shall be the place indicated in the written order
confirmation, secondary to that at which the service is actually rendered by Seller. The risk in
respect of such services or any part thereof shall pass to Buyer at the time the services have been
rendered.
7. Payment
7.1. Unless otherwise agreed, one third of the purchase price shall fall due at the time of receipt by
Buyer of the order confirmation of Seller, one third after half the delivery period has
elapsed and the balance at the time of delivery. Irrespective thereof the turnover tax comprised in the
amount of the invoice shall be paid within 30 days of the invoice date. If
bankruptcy proceedings are instituted against the assets of Buyer or if an application for bankruptcy
proceedings is not granted for insufficiency of assets, deliveries shall only be made
against cash in advance.
7.2. In the case of part settlements the individual part payments shall fall due upon receipt of the
respective invoices. The same shall apply to amounts invoiced for additional deliveries
or resulting from additional agreements beyond the scope of the original contract, irrespective of the
terms of payment agreed upon for the principal delivery.
7.3. Payment shall be made without any discount free Seller’s domicile in the agreed currency. Drafts
and checks shall be accepted on account of payment only, with all interest, fees
and charges in connection therewith (such as collection and discounting charges) to be borne by
Buyer.
7.4. Buyer shall not be entitled to withhold or offset payment on the grounds of any warranty claims or
other counterclaims.
7.5. Payment shall be deemed to have been effected on the date at which the amount in question is at
Seller’s disposal.
7.6. If Buyer fails to meet the terms of payment or any other obligation arising from this or other legal
transactions, Seller may without prejudice to his other rights
a) suspend performance of his own obligations until payments have been made or other obligations
fulfilled, and exercise his right to extend the period of delivery to a reasonable
extent,
b) call in debts arisen from this or any other legal transactions and charge default interest amounting
to 1.25 % per month plus turnover tax for these amounts beginning with the due
dates, unless Seller proves costs exceeding this.
c) only perform other legal transactions against cash in advance in the case of qualified insolvency, in
other words, following two delays in payment. In any case Seller has the right to
invoice all expenses arising prior to a lawsuit, especially reminder charges and lawyer’s fees.
7.7. Discounts or bonuses are subject to complete payment in due time.
7.8. Seller retains title to all goods delivered by him until receipt of all amounts invoiced including
interests and charges. Buyer herewith assigns his claim out of a resale of conditional
commodities, even if they are processed, transformed or combined with other commodities, to Seller
to secure the latter’s purchase money claim. In the case of resale granting respite
Buyer shall have the power of disposal of the product under retention of ownership only with the
proviso that upon reselling Buyer notifies the secondary buyer of the assignment for
security or enters the assignment in his account books. Upon request Buyer has to notify the assigned
claim and the debtor thereof to Seller, and to make all information and material
required for his debt collection available and to notify the assignment to the third-party debtor. If the
goods are attached or otherwise levied upon, Buyer shall draw attention to Sellers
title and immediately inform Seller of the attachment or levy.
8. Warranty and acceptance of obligation to repair defects
8.1. Once the agreed terms of payment have been complied with, Seller shall, subject to the
conditions hereunder, remedy any defect existing at the time of acceptance of the article in
question whether due to faulty design, material or manufacture, that impairs the functioning of said
article. From particulars appearing in catalogues, folders, promotional literature as
well as written or oral statements which have not been included in the agreement no warranty
obligations may be deduced.
8.2. Unless special warranty periods operate for individual items the warranty period shall be 12
months. These conditions shall also apply to any goods supplied, or services rendered
in respect of goods supplied, that are firmly attached to buildings or the ground. The warranty period
begins at the point of passage of risk acc. to paragraph 6.
8.3. For improved or exchanged parts, the warranty period shall start again, but shall end in any case
6 months after the original warranty period has expired.
8.4. If delivery or the performance of services is delayed for reasons outside the control of Seller, the
warranty period shall begin 2 weeks after Seller is ready to deliver or perform
services.
8.5. The foregoing warranty obligations are conditional upon the Buyer giving within a reasonable
period notice in writing of any defects that have occurred and such notice reaching
the Seller. Buyer shall prove within a reasonable period the presence of a defect, in particular he shall
make available within a reasonable period to Seller all material and data in his
possession. Upon receipt of such notice Seller shall, in the case of a defect covered by the warranty
under 8.1 above, have the option to replace the defective goods or defective parts
thereof or else to repair them on Buyer’s premises or have them returned for repair, or to grant a fair
and reasonable price reduction.
8.6. Any expenses incurred in connection with rectifying defects (e. g. expenses for assembly and
disassembly, transport, waste disposal, travel and siteto- quarters time) shall be borne
by Buyer. For warranty work on Buyer’s premises Buyer shall make available free of charge any
assistance, hoisting gear, scaffolding and sundry supplies and incidentals that may he
required. Replaced parts shall become the property of Seller.
8.7. If an article is manufactured by Seller on the basis of design data, design drawings, models or
other specifications supplied by Buyer, Seller’s warranty shall be restricted to noncompliance
with Buyers specifications.
8.8. Seller’s warranty obligation shall not extend to any defects due to assembly and installation work
not undertaken by Seller, inadequate equipment, or due to non-compliance with
installation requirements and operating conditions, overloading of parts in excess of the design values
stipulated by Seller, negligent or faulty handling or the use of inappropriate
materials, nor for defects attributable to material supplied by Buyer. Nor shall Seller be li- able for
damage due to acts of third parties, atmospheric discharges. Excess voltage and
chemical influences. The warranty does not cover the replacement of parts subject to natural wear and
tear. Seller accepts no warranty for the sale of used goods.
8.9. The warranty shall lapse immediately if, without written consent of Seller, Buyer himself or a third
party not expressly authorised undertakes modifications or repairs on any items
delivered
8.10. Claims acc. to § 933b ABGB are struck by the statute of limitation with lapse of the period
mentioned under point 8.2.
8.11. The provisions of sub-paragraphs 8.1 to 8.10 shall apply, mutatis mutandis, to all cases where
the obligation to repair defects has to be accepted for other reasons laid down by
law.
9. Withdrawal from contract
9.1. Buyer may withdraw from the contract only in the event of delays caused by gross negligence on
the part of Seller and only after a reasonable period of grace has elapsed.
Withdrawal from contract shall be notified in writing by registered mail.
9.2. Irrespective of his other rights Seller shall be entitled to withdraw from the contract
a) if the execution of delivery or the inception or continuation of services to be rendered under the
contract is made impossible for reasons within the responsibility of Buyer and if the
delay is extended beyond a reasonable period of grace allowed;
b) if doubts have arisen as to Buyer’s creditworthiness and if same fails, on Seller’s request, to make
an advance payment or to provide adequate security prior to delivery, or
c) if, for reasons mentioned in 5.4, the period allowed for delivery is extended by more than half of the
period originally agreed or by at least 6 months, or
d) if Buyer does not or does not properly meet the obligations imposed as per paragraph 13.
9.3. For the reasons given above withdrawal from the contract shall also be possible in respect of any
outstanding part of the delivery or service contracted for.
9.4. If bankruptcy proceedings are instituted against Buyer or an application for bankruptcy
proceedings is not granted for insufficiency of assets, Seller may withdraw from the
contract without allowing a period of grace. If this withdrawal is taken, it shall take effect immediately
upon the decision that the business will not be continued. If the business will be
continued, a withdrawal shall not take effect until 6 months after the institution of bankruptcy
proceedings or after an application for bankruptcy proceedings has not been granted for
insufficiency of assets. In any case, the contract shall be terminated immediately unless the
bankruptcy law to which Buyer is subject conflicts with this or if termination of the contract
is necessary to prevent significant damages to Seller.
9.5. Without prejudice to Seller’s claim for damages including expenses arising prior to a lawsuit, upon
withdrawal from contract any open accounts in respect of deliveries made or
services rendered in whole or in part shall be settled according to contract This provision also covers
deliveries or services not yet accepted by Buyer as well as any preparatory acts
performed by Seller. Seller shall, however, have the option alternatively to require the restitution of
articles already delivered.
9.6. Withdrawal from contract shall have no consequences other than those stipulated above.
9.7. The assertion of claims on the ground of laesio enormis, error, or lapse of purpose by the Buyer is
excluded.
10. Disposal of waste electrical and electronic equipment
10.1. The Buyer of electrical/electronic equipment for commercial purposes, incorporated in Austria, is
responsible for the financing of the collection and treatment of waste electrical
and electronic equipment as defined by the Ordinance Regulating the Handling of Waste Electrical
Equipment, if he is himself the user of the electrical/electronic equipment. If the
Buyer is not the end user, he shall transfer the full financial commitment to his customer by agreement
and furnish proof thereof to the Seller.
10.2. The Buyer incorporated in Austria shall ensure that the Seller is provided with all information
necessary to meet the Seller’s obligations as manufacturer/ importer, particularly
according to §§ 11 and 24 of the Ordinance Regulating the Handling of Waste Electrical Equipment
and the Waste Management Act.
10.3. The Buyer incorporated in Austria is liable vis-à-vis the Seller for any dam- age and other
financial disadvantages incurred by Seller due to Buyer’s failure to meet or fully meet his
financing commitment or any other obligations according to Article 10. The Buyer shall bear the
burden of proof of performance of this obligation.
11. Seller’s liability
11.1. Outside the scope of the Product Liability Act, Seller shall be liable only if the damage in
question is proved to be due to intentional acts or acts of gross negligence, within the
limits of statutory provisions. Seller's total liability in cases of gross negligence is limited to the net
value of the order or EUR 500,000, depending on which amount is lower.
11.2. For each incident of damage, Seller shall be liable for 25% of the net value of the order or EUR
125,000, depending on which amount is lower.
11.3. Seller shall not be liable for damage due to acts of ordinary negligence nor for consequential
damages or damages for pure economic loss, indirect damages, loss of production,
financing costs, costs for replacement energy, loss of energy, data or information, loss of profits, loss
of savings or interest, or damage resulting from third-party claims against buyer.
11.4. Seller shall not be liable for damages in case of non-compliance with instructions for assembly,
commissioning and operation (such as are contained in instructions for use) or
non-compliance with licensing requirements.
11.5. Claims that exceed the contractual penalties that were agreed on are excluded from the
respective title. The provisions of paragraph 11 apply exclusively for all claims by Buyer
against Seller, regardless of the legal basis or entitlement, and also apply to all employees,
subcontractors and subsuppliers of Seller.
12. Industrial property rights and copyrights
12.1. Buyer shall indemnify Seller and hold him harmless against any claims for any infringement of
industrial property rights raised against him if Seller manufactures an article
pursuant to any design data, design drawings, models or other specifications made available to him by
Buyer.
12.2. Design documents such as plans and drawings and other technical specifications as well as
samples, catalogues, prospectuses, pictures and the like shall remain the intellectual
property of Seller and are subject to the relevant statutory provisions governing reproduction, imitation,
competition etc. The provisions of 2.2 above shall also cover design
documents.
13. Compliance with export provisions
13.1. When passing on goods delivered by Seller to third parties (as well as any related
documentation, regardless of the method of provision or the services performed by Seller
[including technical support of any kind]), Buyer must comply with the applicable regulations of
national and international (re-)export provisions. In any case, Buyer must observe the
(re-)export provisions of Seller's country of residence, the European Union and the United States of
America.
13.2. If necessary for export controls, Buyer must provide Seller with all necessary information
immediately after being requested to do so, for example, information about the final
recipient, final destination and purpose of the goods or services.
14. General
Should individual provisions of the contract or of these provisions be invalid the validity of the other
provisions shall not be affected. The invalid provision shall be replaced by a valid
one, which comes as close to the target goal as possible.
15. Jurisdiction and applicable law
Any litigations arising under the contract including litigations over the existence or non-existence
thereof shall fall within the exclusive jurisdiction of the competent court at Sellers
domicile; the competent court of the Bezirksgericht Innere Stadt, Vienna, shall have exclusive
jurisdiction if Seller is domiciled in Vienna. The contract is subject to Austrian law
excluding the referral rules. Application of the UN Convention on Contracts for the International Sale of
Goods is renounced.
16. Proviso
The execution of the contract by Seller is subject to the condition that there are no obstacles standing
in the way of execution due to national or international (re-)export provisions,
and especially no embargos and/or other sanctions
