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Conditions of Use
1. Scope and Validity
These Conditions of Sale are applicable to all business transactions of Zaruba Ges.m.b.H. with clients. Even without anewed agreement, they are also applicable to follow-up orders. General conditions of purchase of the Purchaser and verbal secondary arrangements shall only become applicable if confirmed in writing by Zaruba.
2. Conclusion of Contract
Offers given by Zaruba are subject to confirmation and can be withdrawn until the receipt of the statement of acceptance. Zaruba is entitled to correct any typographical errors or miscalculations even after the conclusion of the contract. Cancellations by the Purchaser are only possible with the consent of Zaruba. Clause 9 shall be applied accordingly.
3. Prices
The prices stated in the offer or the order form are net from VAT and are to be understood as being subject to confirmation, ex works, without postage and packaging. Increases in the purchase price of the goods in the period between order and rendering of accounts/invoicing shall give Zaruba the right to increase the price by the same amount. Zaruba is entitled to request for an advance (50% for custom orders), and in the event of partial delivery, to render partial accounts. With regards repairs, it is allowed to charge for reasonable warehousing fees. All prices in previous Zaruba catalogues shall lose their validity on the publication of the “Springe/Summer” catalogue 2012, which in turn shall remain valid until the publication of the "Autumn/Winter" catalogue 2012! We make reservations as to printing errors and price changes!
4. Conditions of Payment
Payments are to be made in cash or by means of bank transfer within 30 days from the rendering of account free of charges and without withholding deductions; if paid within 10 days with a 2% discount, if prepaid with a 3% discount. The set-off against counter claims and the right of retention are excluded. Irrespective of any stated purpose of the payment, Zaruba can also book the payment against any older invoices, interest or fees. Interest on default at a rate of 12% per year as well as the reimbursement of all dunning costs are expressly agreed upon. In the event of default on payment of a partial account, then the entire price shall become due and Zaruba is not obligated to provide any further services until its settlement. In this case, Zaruba is also entitled to rescind individual or all contracts.
5. Retention of Title
Delivered goods shall remain the property of Zaruba until their complete settlement (including interest and legal costs); the goods cannot be pledged/mortgaged without their written consent. If the goods are processed or mixed, Zaruba shall acquire joint ownership of the new product. In the event that the goods are resold, the compensation payable shall be deemed to have been assigned to Zaruba. The Purchaser shall immediately pass on the proceeds of sale (which shall be held separately) and/or inform his buyer of the assignment of his claim, respectively. For the duration of the retention of title, the Purchaser shall maintain the goods at his own cost. On conduct breaching the contractual provisions, such as default on payment, Zaruba is entitled to repossess the goods without prior notice at the cost of the Purchaser. This act alone does not constitute the rescission of the contract. The Purchaser is obliged release the goods.
6. Delivery
Whilst Zaruba shall do its best to adhere to the agreed delivery schedules, it shall not be liable for delays in delivery. Transactions for delivery at a fixed point in time (“Fixgeschäft”) have to expressly be agreed upon. For deliveries for call off orders (“Lieferung bei Abruf”), the goods are deemed to have been taken over at the latest 3 months after placing the order. The delivery date shall accordingly be extended in cases of Force Majeure, such as intervention of authorities, industrial conflicts, or the loss of a not easily replaceable sub-contractor; in such cases, Zaruba can also rescind the contract. Subsequent and/or outstanding deliveries arising from placed orders for goods having a residual value over € 30,- exclusive of VAT shall be shipped carriage prepaid (“frachtfrei”); for goods having a lesser residual value only on express request by the Purchaser and on payment of the shipping costs and possible collection fees (cash payment on delivery!) This term is only valid for deliveries to be made within Austria and Germany, for other countries except of the two before mentioned, deliveries will generally be made ex works (Wiener Neudorf).
Forwarding charges
All deliveries are EX Works, Wr. Neudorf / Austria. The freight charges are based on the weight.
| Austria | ||
| 2 kg | € 5,50 | |
| 5 kg | € 7,50 | |
| 10 kg | € 9,50 | |
| 20 kg | € 13,50 | |
| 50 kg | € 25,00 | |
| 75 kg | € 35,00 | |
| 100 kg | € 50,00 |
All other weights and destinations are available upon request. We reserve the right of partial delivery.
Giant pallets surcharge:
- 105 x 75 cm - € 15,00
- 145 x 105 cm - € 20,00
- 303 x 143 cm - € 30,00
Oversized carton surcharge: 110 x 40 x 40 oder 195 x 30 x 30cm - € 10,00
7. Warranty
The warranty period shall be 6 months. The presumption of defectiveness in accordance to § 924 of the Austrian General Civil Code (ABGB) is expressly excluded. The Purchaser shall immediately examine the goods for defects and shall, within 7 days of recognisability, inform Zaruba of defects or purported incomplete performance in writing. Otherwise, the goods shall be deemed to have been accepted. Goods deriving from promotional and/or special offers cannot be exchanged. Zaruba shall not assume any liability/warranty for defects arising out of improper usage, repairs carried out without the prior authorisation from Zaruba, adherence to the Ö-Norms (“Ö-Normen”) or on default of payment of the Purchaser. Particularly as a result of differing materials/machines, deviations in colour from samples or from batch to batch are possible; they shall not be deemed as defects. Defects are to be communicated to Zaruba, who, within a reasonable grace period, can at its own discretion either correct the defect itself or by a third party, or arrange for a replacement. Multiple corrections are permissible. During the grace period, the Purchaser is not entitled to have the defects corrected by a third party without the consent of Zaruba. An exchange or a correction does not extend the warranty period. No exchange is possible for goods sold by length or custom made products.
8. Other Liability
Zaruba shall not be liable for minor negligence, compensation for consequential damage and pure economic damage, loss of profits and for damages resulting from the claims of third parties. It shall not be liable for damages caused by sub-contractors or other persons acting for Zaruba. The amount of a potential claim shall be limited to the net order value of the service Zaruba is to provide. Zaruba shall not be liable for damages which the Purchaser could have averted through the adoption of reasonable measures such as the proper and contractual usage of the goods, or the adherence to the directions of use.
9. Compensation for Rescission of Contract
On the rescission of the contract by the Purchaser for reasons for which Zaruba is not responsible for, Zaruba can request a lump sum compensation amounting to 30% of the net order value, which is not subject to judicial moderation. The same is applicable if Zaruba rescinds the contract for reasons that lie in the Purchaser’s sphere of responsibility. Any further claims shall remain unaffected.
10. Intellectual Property, Data Processing
Zaruba shall not transfer any ownership or commercialisation rights on drafts, samples, prospects, etc. The resale of goods that are subject to trade mark or patent laws requires the express consent of Zaruba. The Client gives his express consent to the collection, storage, processing and transmission of personal data. Clients not having account movements over the last 2 years shall also be classified as new clients. .
11. Jurisdiction, Applicable Law
The contracts are subject to Austrian Law under exclusion of the Convention on Contracts for the International Sale of Goods (CISG) and the international rules of referral. For all disputes arising out of the contractual relationship, the parties agree to the exclusive jurisdiction of the competent commercial court responsible for the first district of Vienna.
IMPORTANT NOTICE
These General Conditions of Sale are a translation of the German conditions (“Allgemeine Verkaufsbedingungen”) of Zaruba Ges.m.b.H. This translation is provided for the information and benefit of our customers. Should any doubts arise as regards the interpretation of these General Conditions of Sale, the German text shall be authoritative and shall prevail in all respects.
