Cold Craft Kälte Klima Projekt Ges.mbH
General Purchasing Conditions of Cold Craft Kaelte Klima Projekt Ges.m.b.H.

Graz 11/2013

1.General terms and conditions
Any dispute or claim in connection therewith shall fall under the jurisdiction of the Court of Graz.
Unless expressly stipulated otherwise in writing, our orders shall be subject exclusively to the following terms and conditions. These shall also apply if diverging terms and conditions on the part of the supplier remain undisputed. Diverging terms and conditions of suppliers, or other changes to the order, shall only become part of the contract if we expressly accept them in writing. These purchasing conditions shall apply to the supply of goods and correspondingly also to the supply of services.
2. Orders
All orders shall be made in writing. Oral agreements shall only be legally binding if we have confirmed them in writing. Our order shall be returned to us within 10 working days from the order date, unmodified and signed on behalf of the company. Even if it is not returned to us within 10 working days from the order date, unmodified and signed on behalf of the company, we shall still assume that the order has been accepted in full and subject to our purchasing conditions. A refusal of our order shall only be legally binding if we are notified of it within 10 working days from the order date, in writing, and with the refusal being delivered by registered mail.
3. Delivery and delivery dates
Unless agreed otherwise, deliveries shall take place using DDP INCOTERMS 2010, free to destination and packaged according to industry standards for damage-free transportation.
Agreed dates and deadlines shall be binding. The incoming date of the goods and their completion shall be essential for determining the delivery date. If the commissioned party is behind with its delivery/agreed service, the commissioning party shall have the right to demand subsequent delivery, compensation for damages resulting from failure to deliver, or to terminate the contract without having to grant an extension of the deadline. In case of delayed delivery or supply of services, the commissioning party shall reserve the right to demand 1% per calendar day or a maximum of 10% of the order total in compensation. The right of the commissioning party to terminate the contract and/or assert further claims remains unaffected. The commissioning party may demand an administrative fine up until the last payment, even if it has accepted the delivery or service without special reservations. The commissioning party declares that § 337, § 378 and § 381 of the Austrian Commercial Code are expressly excluded. If damages exceed the administrative fine, they shall also be compensated.
4. Dispatch and notification
The commissioned party shall notify the commissioning party 10 days prior to delivery of the delivery date and time plus/minus 1 hour in writing. The delivery notification shall include the business reference specified by the commissioning party, the goods description, the number of units, their dimensions, weight and packaging, the unloading regulations and the transportation vehicle, as well as the name, telephone number, fax and e-mail address of the contact person.
If the delivery date is exceeded, the commissioned party shall be liable for all damages and disadvantages resulting from failure to fulfil the contract and/or for agreed appointments that could not be kept.

5. Transfer of risks
The commissioning party shall be liable for all risks (damage, destruction, theft etc.) for its services and materials up until their formal acceptance as specified by ÖNORM A 2060 by the client.

6. Liability insurance
The commissioned party shall agree to conclude appropriate professional liability insurance over a minimum sum of 1,000.000 Euros for the entire construction period. This policy shall also cover damages that occur during the warranty period. A copy of this policy shall be presented to us together with the order confirmation.

7. Documentation, preparatory documentation and safety regulations
Unless agreed otherwise, the preparatory documentation shall be presented within 14 calendar days from the order date in German and in duplicate (on paper and electronically). The final documentation shall be presented within 14 calendar days from the delivery date in German and in duplicate (on paper and electronically).
The commissioned party guarantees that the delivered goods comply at least with the commercial quality standard and the applicable safety regulations (laws, regulations, standards etc.), taking into account the latest technological findings and regulations, in particular the technological Ö-NORM standards and/or harmonised European standards (EN). All EU directives relevant to the product shall be complied with. The Declaration of Conformity, including the appropriate documentation (in case of non-EU-suppliers) shall be part of the delivery volume.

a. CE Declaration of Conformity
b. Certification of Origin
c. Long-Term Declaration for goods of Preferential origin in the EEC
a. EUROVENT Certification Diploma

This documentation is an integral part of the delivery. In case of missing or faulty documentation, the entire delivery payment shall become null and void.

8 Acceptance
The commissioned party shall apply for acceptance on the part of the commissioning party in writing. At the earliest, the acceptance of the agreed service shall take place upon the handover of the facility to the client by the commissioning party. Any faults shall give the commissioning party the right to refuse acceptance. We are not obliged to accept partial handovers. If a fault is found with a delivered object / facility as part of official inspections carried out by public authorities, the commissioned party shall be obliged to rectify the fault immediately and free of charge. It shall be expressly agreed that the commissioned party is liable towards the commissioning party for all damages caused by faults with the delivered goods, in particular with respect to third-party warranty or damage claims, and shall fully satisfy all claims on the part of the commissioning party.

9 Warranty and liability
Unless agreed otherwise, the liability period shall be 37 months, starting on the day the final acceptance of goods on our part took place.
For the notification of defects and the assertion and enforcement of other claims on our part, of a legal or contractual nature and during the warranty period, we shall not be bound to any legally specified or otherwise stipulated deadlines, neither with regard to open or hidden defects. The obligation to immediately check for and report defects as specified by §§ 377 ff of the Austrian Commercial Code shall be expressly excluded.
We shall reserve the right to report defects even after the warranty period, if such effects could not be detected earlier with an economically reasonable, standard amount of effort; during a period of 3 months from the point the defect was detected. The supplier shall be obliged to grant warranty for these defects.
Our confirmation on the delivery note /delivery slip and /or confirmation of the acceptance of the goods shall always be conditional; i.e. the goods are only considered accepted when the subsequent inspection shows no insufficient volumes or defects. Without regard for any other legal options, we shall have the right to demand exchanges, free replacements, free removal of defects or an appropriate discount even in case of small defects or to demand that the defects are removed by the supplier free of charge. If a period of grace must be granted due to legal stipulations, a maximum period of 14 days shall be considered appropriate. In urgent cases, we shall have the right to perform necessary maintenance activities or order a replacement ourselves without granting a period of grace at the expense of the supplier or to commission a third party with these works. The supplier’s warranty for deliveries whose defects were removed by us or a third party shall remain unaffected.
If a defect should only become apparent during the processing of delivered goods on our part
and be due to non-compliance with the specifications demanded and listed in the order and/or non-compliance with standard commercial quality, we shall, in addition to other damage claims, also claim compensation for frustrated efforts resulting from the use of faulty material. The supplier shall be liable for all damages caused by the supplied goods, in particular for third-party warranty or damage claims, and shall be obliged to make full amends.
At the time of the handover, no third-party security rights of any kind shall exist in the supplied goods.

10 Retention / bank guarantee
A bank guarantee to the amount of 10% of the final invoiced amount, including VAT, shall be granted, valid until the expiration date of the warranty period and beginning upon acceptance of the overall facility by the client.

11 Performance guarantee
Upon the order confirmation, we shall receive from you a performance guarantee to the amount of 10% of the order value for a period of 3 months starting from the delivery date.

12 Employee regulations
When executing a commission/order, the commissioned party shall be responsible for compliance with and monitoring of all legal and normative provisions for the employment of workers and all other contractors, in particular with regard to health and safety and with special reference to the Act Governing Coordination of Construction Works, the Occupational Health and Safety Act, the Employment of Foreign Nationals Act etc., also towards the relevant authorities (e.g. Labour Inspectorate, trade authorities etc.), and shall make full amends for any damages and disadvantages arising from a failure to assure this compliance.