General Terms and Conditions of Sale and Delivery of
ACTEGA Colorchemie Österreich GesmbH
(December 2013)
1. Effectiveness of the conditions
The following conditions shall apply to the complete term of the business relationship, including alo future
orders. Counterinvoicing by the purchaser with reference to its business, respectively purchase conditions
shall not be accepted. Any deviation from the conditions shall only be effective upon the seller’s written
confirmation.
2. Delivery
Delivery will be performed on the purchaser’s costs and risk. We hereby retain the right to deliver and
invoice extra quantities not exceeding 2,5 kilograms or 10 percent of the ordered quantity due to reasons
in connection with production technology. Mail and packaging costs shall be borne by the purchaser, save
for an agreement to the contrary, the risks shall be borne by the purchaser even if
such agreement has been concluded. The agreed upon delivery deadlines shall be observed, as far as
possible. Failure to meet such deadline shall only entitle the purchaser to rescind from the contract if
adequate additional deadline has been set beforehand. Damage claims in connection with failure to meet
delivery deadlines are precluded. Events of vis maior arising at the seller or its suppliers shall extend the
delivery deadlines for the duration of the occurrence of such event, with an adequate cushion period. The
following events shall be considered as vis maior: interruption of business activities due to administrative
acts, difficulties in energy or raw material supply, strikes, lock-outs, accidents, unforeseeable difficulties in
production, and any other event that should substantially complicate delivery. Should an event of vismaior
result in a delivery delay exceeding thirty days, both parties shall be entitled to rescind from the
agreement.
3. Warranty
The purchaser shall, forthwith upon delivery, inspect the goods for any deficiency, in particular for
conformity with the ordered quantity; before commencement of printing the ordered goods, the purchaser
shall further inspect whether the goods are suitable for their designated purpose. Any deficiencies
detected shall be reported to the seller in writing within ten days reckoned from the delivery, deficiencies
that can not be detected with due inspection within this deadline shall be reported immediately, but not
later that eight days reckoned from the detection thereof, in writing. If such objection is justified, the seller
shall either reimburse the value of the goods, or replace the delivered goods, according to its choice.
Further warranty claims shall only be enforced by the purchaser, such claims shall not be transferred.
4. Restriction of liability
Any damages under any title against the seller, its performance agent or trustee shall only be claimed in
the event of wilful or grossly negligent conduct. In any case such claims for damage are restricted to the
extent of a proportionate foreseeable damage. In judging proportionality all circumstances, including in
particular the value of the goods delivered shall be taken into consideration.
5. Price, terms of payment
Save for an agreement to the contrary the agreed upon prices are net amounts (not including statutory
VAT). Invoices are payable within thirty days reckoned from the date thereof without deduction, or within
ten days with a 2 percent discount on the invoiced amount. In the event of failure in meeting the payment
deadlines, default interest amounting to the discount interest rate of the Austrian National bank + 2
percent is payable. Drafts or pre-dated cheques shall only be accepted upon a separate agreement, with
the purpose of payment, and with the settlement of the respective costs incurred. The purchaser shall
only be entitled to set-off or withholding with the seller’s express consent, or if the counterclaims
have been determined by a final and non-appealable judgment.
6. Retention of ownership
The seller shall retain its ownership rights on the subject of the present sale until the complete payment of
all its claims under the present contract. The seller shall handle the subject of the sale as deposit. The
retention of ownership shall cover replaced parts or new parts connected with the
subject of the sale. The purchaser is not entitled to alienate, to pledge or to transfer the subject of the sale
to third parties in any manner. The purchaser shall not dispose of the subject of the sale in any manner
that would violate the retention of ownership, or would endanger the fulfilment of its obligations under the
present contract. The seller shall be entitled to survey the state of the subject of the sale at all times. The
purchaser shall forthwith notify the seller of any imminent execution, pledge, or other actions of this
nature concerning the subject of the sale.
6.1 Enforcement of the retention of ownership
In the event that the purchaser fails to fulfil its obligations undertaken towards the seller, the seller shall
be entitled to revoke the purchaser’s right of use of the subject of the sae, to take the subject of the sale
in its possession, to sell the subject of the sale and to satisfy its outstanding claims from the proceeds of
such sale. The purchaser shall surrender all eventual profits, and shall forthwith pay all eventual losses.
Upon the purchaser’s requests and costs, the seller shall employ an appraiser to establish the price of the
subject of the sale. The price established by the appraiser shall be the minimum gross sale price. If the
subject of the sale can not be sold on such price within two months reckoned from the appraisal, the
seller shall be entitled to sell the subject of the sale under such minimum price. The seller’s claim for
surrendering the subject of the sale shall not be deemed as rescission from the contract of sale, nor shall
it be deemed as substituting payment with the reclaiming of the goods, merely as security and sale for the
purchaser’s benefits.
All costs incurring in connection with providing security and the sale, in particular costs of appraisal and
costs of eventual necessary repairs shall be borne by the purchaser.
6.2 Restraint of set-off
The purchaser shall not be entitled to set off its claims against the seller with the seller’s claims arising out
of the contract of sale. In the event that the purchaser is classified as consumer under the act on
protection of termination (KschG), set-off shall be possible in the event of bankruptcy of the entrepreneur,
or for claims legally connected, established by a court of law, or acknowledged in writing by the
entrepreneur.
7. Applicable law, place of performance, venue
The present contract shall be governed by Austrian law, except for the provisions of the Vienna
Convention on the Sale of Goods. Place of performance and venue for both parties shall be Neuhoten a.
d. Krems. Should any of the provisions hereof be invalid or impossible, the other provisions shall remain
in effect. The invalid or impossible provision shall be replaced by a provision that would fulfil the aim of
the invalid or impossible provision as far as possible.