Terms of Service
T.: +43 2846 620
F.: +43 2846 620 19
Commercial register: Regional Court of Krems FN144.577p
VAT ID Nr.: AUT40883406, Member of the Austrian Federal Economic Chamber
The present General Terms and Conditions of business constitute the legal basis for all contracts and transactions with the commercially registered AgrarInformations-Systeme GmbH company (data cited above), hereinafter referred to as “AGRIS GmbH” or “seller”, with regard to the execution of work orders and services as well as the products (hereinafter “goods”) it sells specific to measuring and weighing technology, video technology, and agricultural software. Modifications and/or additions to the contracts as well as any collateral agreements must be in writing. By placing an order, the contracting partner of AGRIS GmbH (i.e., the buyer or client, and referred to as “customer” hereinafter) agrees to be bound by these terms and conditions of business. Should the customer have their own conditions, these are not applicable to the terms of contract contained herein. The following terms and conditions of AGRIS GmbH form the integral part of each contract and shall exclusively apply insofar as they are not precluded by any mandatory laws in isolated cases.
1.1 ESTABLISHMENT AND SCOPE OF THE CONTRACT
Orders require the written acceptance on the part of the seller. AGRIS GmbH reserves the right to accept or refuse any order. Orders become binding upon the written confirmation of the order in accordance with the stipulations and scope set therein; orders under € 1,000 are binding upon receipt of the delivery note by the customer / buyer. Electronically generated order confirmations do not require a signature. The presentation of goods and services on the website, in price lists and/or catalogs does not constitute a binding offer and does not obligate the seller to supply the contents therein at the prices and conditions listed. Technical specifications (such as measurements, weights, output, etc.) as well as pictures and illustrations are for illustrative purposes only and are not binding. Construction and design are subject to change.
2.1. AGRIS GmbH strives to maintain quick delivery times. Nevertheless, delivery regularly depends on third parties, particularly suppliers, and other circumstances (such as transport difficulties) that are beyond the control of AGRIS GmbH. As such, quoted delivery dates are non-binding and serve only as estimates.
2.2. Hence, the customer can assert no claims against AGRIS GmbH in cases where estimated delivery periods or quoted delivery dates are exceeded.
2.3. AGRIS GmbH is entitled to withdraw from the contract with the customer should AGRIS GmbH be unable, through no fault of their own, to deliver the ordered goods or services within a reasonable period of time. In such a case, AGRIS GmbH shall immediately notify the customer of the withdrawal either electronically or in writing.
3 SHIPMENT AND TRANSFER OF RISK
3.1. Goods will be shipped to the customer at his/her own risk. Therefore, the customer bears the risk of loss or damage to any and all goods from the time of their dispatch until their receipt, and this despite the agreed retention of title according to section 7 of these Terms and Conditions. In cases where the customer has not sufficiently insured the goods, AGRIS GmbH reserves the right, but is not obliged, to insure the goods to be delivered against damages, in particular during transport, at the expense of the customer.
3. 2. Should dispatch be delayed by the supply plant, through no fault of the seller, all risk shall pass to the customer/buyer on the day the goods are ready to be dispatched.
3. 3. If shipment is delayed at the request of the customer, the customer will be responsible for paying the seller the costs incurred for storage, or a minimum of 0.5% of the invoice amount per month. Nevertheless, billing and payment due dates shall remain unaffected.
3.4. Goods will be shipped to the (most recent) address provided by the customer. The customer is responsible for informing AGRIS GmbH of any changes in address, otherwise AGRIS GmbH will process delivery to the address last provided by the customer without further liability. The customer will be held liable for the accuracy of his/her address as well as its completeness and the capacity to deliver to it. If delivery cannot be carried out on the basis of misinformation or hindrance on the part of the customer, whether accidental or intentional, the customer shall bear the resulting disadvantages such as the costs of unsuccessful or multiple delivery attempts, possible return of goods to sender, or the non-use of goods.
4. 1. The prices are ex works. They are subject to possible increase or change due to increasing production costs, change in the purchase prices for raw materials, costs for equipment alteration due to mandatory legal regulations, freight rates, change in currency exchange rates, increase in customs duties and taxes, and other fees that may arise.
4. 2. The customer/buyer does not have the right to rescind from the contract based on the aforementioned changes in price. Assembly and installation costs are not included in the prices.
In the event that the seller has legitimate reason to believe that the buyer/customer is unable or unwilling to fulfill payment because of insolvency, incapacity, or otherwise, AGRIS GmbH reserves the unconditional right to cancel the sales transaction, in part or in full, and/or suspend delivery of goods, whereby the customer/buyer shall have no right to claim any compensation whatsoever, even for any advance payments.
6 PAYMENT AND DEFAULT
Payments are to be made in accordance with the terms stipulated in writing on the order agreement. In addition, and in the case these were not separately agreed upon, the following terms also apply:
6. 1. Payments must be made directly to the seller (AGRIS GmbH). Only such payments will be honored as valid. The seller reserves the right to credit incoming payments to older unpaid deliveries, even if otherwise instructed by the customer/buyer. All previous outstanding claims must already be settled and/or paid by the customer in order to be eligible for a discount deduction.
6. 2. The customer/buyer is not entitled to withhold payments due to warranty claims or other counterclaims not recognized by the seller.
6. 3. In the event that the buyer/customer is in default of a stipulated payment or other obligation, the seller reserves the right to demand fulfillment of the contract as well as:
a) postpone the fulfillment of its own obligations until the arrears or other obligations are paid in full,
b) arrange for the delivery period to be reasonably postponed
c) demand due payment for the outstanding amount of the purchase price in its entirety,
d) charge default interest in the amount of 4% above the respective bank rate of the Austrian National Bank from the due date onward or declare withdrawal from the contract after granting a reasonable grace period.
6. 4. If after expiration of the grace period, the buyer/customer has still not provided the payment or obligation due, the seller reserves the right to rescind the contract by giving written notice. In such an event, the customer/buyer is obligated to return the delivered goods to AGRIS GmbH at the seller’s request and provide monetary compensation for the resulting depreciation of the goods as well as reimburse the seller for all the legitimate, necessary, and appropriate expenses rendered for the execution of the contract. With regard to goods not yet delivered, the seller is entitled to provide finished or semi-finished parts to the disposal of the customer and demand the corresponding portion of the sales price in return.
7 RETENTION OF TITLE
7. 1. Delivered goods shall remain the legal property of the seller until all outstanding claims, existing or future, that result from the contractual relationship with the customer/buyer have been paid and/or settled in full, including interest and other fees. This shall also apply when individual or total claims by the seller are included in a running account (current invoice) and the account balance has been settled and honored.
7. 2. Should the buyer/customer employ the mediation of a finance company or credit institution, then he/she is obligated to expressly notify the credit institute that the seller retains legal ownership and title to the goods until all claims (section 7.1) have been paid in full, including all interests and fees that have accrued in the meantime, and that financial claims made from sales by the customer/conditional buyer are to be ceded to the seller.
7. 3. Insofar as the goods being supplied are for resale, all claims arising from the resale of the reserved goods by the customer/buyer shall pass to the seller upon conclusion of the sales contract regardless of whether the goods are resold with or without further handling, processing or in combination with other goods to one or more outlets. The buyer/customer may only resell goods that are subject to retention of title by the seller when:
a) the customer/buyer immediately cedes the outstanding portion of the purchase price demanded by the seller, to the seller and expressly notes this transfer in his/her bookkeeping,
b) the customer/buyer specifically sets aside the amount of the purchase price for the seller during a cash transaction.
c) To the extent that the goods sold are not the sole property of the seller, counterclaims shall be assigned only with respect to an amount equal to the amount of the invoice for the reserved goods.
7. 4. The customer/buyer is allowed to collect the assigned claims. The seller may revoke this power at any time if the customer/buyer does not fulfill its obligations toward the seller punctually, or if circumstances arise that jeopardize the rights of the seller. Authorization to collect expires should the buyer/customer cease payments, have foreclosure proceedings filed against him/her, be ordered by a court to disclose his/her assets or liabilities, settlement or bankruptcy proceedings in a court of law be open with respect to his/her assets, or should he/she seek to reach an out-of-court settlement. At the request of the seller, the buyer/customer must disclose the assigned claims and the identity of the debtors to the seller, notify the debtors of the assignment, and provide all the information and documents necessary for the seller to recover the claims. In the event that the delivered goods are to become components, assignment is made proportionately to their value in relation to the whole.
7. 5. The customer/buyer is permitted to sell, pass on, or process goods that are under retention of title, and/or combine them with goods originating from other sources only within the context of his/her normal business operations. Sale is only permissible provided that the buyer‘s claims from the sales transaction are transferred to the seller in accordance with Section 7.3 of these terms and conditions. The customer/buyer is not entitled to any other authorizations regarding the goods subject to retention of title; he/she is neither permitted to pawn them or assign them as collateral. In the event of foreclosure, court-ordered seizure or any other action by third parties affecting the goods under retention, the buyer is required to immediately notify the seller. In the event of court-ordered distraint, the customer/buyer is required to disclose that the seized goods in question are subject to the rights and title of a third party (i.e., the seller). The buyer shall bear the costs resulting from an intervention.
7. 6. The retention of title shall remain in force regardless of payments by third parties, and in particular, payments by endorsers. Inasmuch, the rights of the seller shall be transferred unto the payer.
8 WARRANTY AND LIABILITY
8.1. AGRIS GmbH guarantees that the ordered and consigned goods possess the expected and agreed upon qualities and features.
8.2. AGRIS GmbH provides a warranty for defects that are (or were) present at the time of delivery. The warranty is excluded in cases where this is provided for by law.
8.3. Should the customer want to assert warranty or liability claims or lodge other complaints against AGRIS GmbH, the customer must immediately notify AGRIS GmbH explicitly by submitting proof in writing at the latest within 7 days of appearance of the presumed defects. Upon being informed, AGRIS GmbH will carry out a preliminary assessment, after which we may require the customer to send the delivered goods or defective parts thereof to AGRIS GmbH. AGRIS GmbH will subsequently be responsible for examining the goods or having them inspected –particularly by the supplier—within a reasonable period of time
8.4. If, upon inspection, it is determined that the warranty or liability claims are legitimate and the faulty goods merit repair or replacement by AGRIS GmbH, then AGRIS GmbH must carry out improvements (repairs or supplementations) or replace the faulty goods or parts thereof with goods that are free from defects. For all other respects regarding the rights provided under the warranty, the statutory provisions stipulated in § 932 of the Austrian General Civil Code apply.
8.5. Warranty or liability claims will only be honored by AGRIS GmbH, if the goods subject to complaint have been sent directly to AGRIS GmbH for inspection, and the necessary repairs or replacements have been carried out specifically by AGRIS GmbH. This shall apply assuming that AGRIS GmbH has not specifically and explicitly given instructions stating otherwise in this regard. AGRIS GmbH cannot be held liable for repairs undertaken by the customer or third parties.
8. 6.The seller’s warranty obligations shall only apply to defects arising from normal usage and under the regular operating conditions prescribed by the seller or manufacturer. AGRIS GmbH accepts no liability whatsoever for damages or defects caused by: incorrect assembly or faulty installation by the customer/buyer or individuals acting on his/her instruction; misuse; inadequate maintenance; repairs or modifications of poor quality or carried out by persons other than the seller or the seller’s agent without the explicit written permission of the seller; or normal wear and tear.
8. 7. For goods or parts which the seller has obtained from subcontractors, the seller is only liable to the extent of the warranty claims held by the seller himself against the subcontractor. The seller assumes no liability for repair orders, alterations, or structural modifications undertaken for older models or third-party goods, nor for the delivery of used or second-hand products.
9 INDEMNITY AND PRODUCT LIABILITY
9. 1. Any liability for damages which are a result of simple negligence on the part of the seller, are expressly excluded.
9. 2. Liability for property damage as a result of a product defect as defined according to the Austrian Product Liability Act [PHG (BGB 99/1988)] is expressly excluded for all companies involved in the manufacture and sale of the purchased goods.
9. 3. All purchased goods meet the normative level of safety that is to be expected with regard to compliance of industry standards, licensing regulations, operating instructions, the seller’s instructions regarding the handling of the deliverable product (i.e. user and care instructions) – especially with regard to prescribed inspections – and all other instructions and advice given.
10 RIGHT OF PRE-EMPTION
The buyer/customer grants the seller the right of pre-emption with respect to the stock of the seller’s goods in the event of liquidation, compensation or bankruptcy proceedings against the customer, or closure of the customer’s business.
11 GOODS ON CONSIGNMENT
The commission agent shall be liable for the loss or damage of goods in his/her custody as well as for the consequences of improper storage of those goods. Goods supplied on commission or for exhibition purposes shall not be employed for operation without the express permission of the seller. Goods ordered on a trial basis will be deemed as a licit purchase should they function and prove to be operational.
In accordance with § 22 of the Data Protection Act, the customer/buyer hereby acknowledges that the data provided by him/her for the order confirmation will be electronically processed and may be used internally for commercial purposes (e.g. accounts receivable/payable, etc.).
13 JURISDICTION, APPLICABLE LAW, PLACE OF PERFORMANCE
13.1. All disputes arising from or in connection with this contract shall fall within the jurisdiction of the competent court in Krems, Austria. AGRIS GmbH is, however, entitled to refer disputes to a different court should this have jurisdiction over the customer/ contracting partner.
13.2. The place of performance is the main office of AGRIS GmbH, hence currently 3820 Raabs, Austria. This applies in particular for delivery and payments, and even in cases where delivery has been arranged to take place elsewhere.
13.3. The contract is governed by and shall be constructed in accordance with the laws of the Republic of Austria. The language of the contract shall be the German language, which shall be the binding and controlling language for all matters.
13.4. Should one or more provisions within these General Terms and Conditions of business contradict mandatory law, only those shall be declared partly or wholly invalid; inasmuch as such provisions can be replaced by valid ones which, to the greatest extent, fulfill the original intentions of this contract, they shall be, otherwise the rules of law apply. The contract as a whole shall remain binding and intact, even if one or more of the provisions contained herein prove to be invalid at present or in the future.
14. E-COMMERCE, CONSUMER PROTECTION
14.1. The aforementioned General Terms and Conditions (GT&C) of business are principally conceived for legal transactions with companies outside the norms of e-commerce (the electronically-supported sale of goods and services, particularly over the internet (i.e., via the World Wide Web) or via electronically submitted order forms (i.e., through e-mail)). For transactions conducted via e-commerce, the following provisions primarily apply. The following provisions shall also primarily apply for legal transactions with consumers, apart from the regulations set out by the Consumer Protection Act provided they are mandatory, and subsequently the GT&C.
14.2. The conclusion of an electronic contract enters into force through the concurring declarations of intent by the customer and AGRIS GmbH. The declaration of intent by the customer occurs when he/she places an order via an electronic system. AGRIS GmbH shall give confirmation of the order to the customer electronically via e-mail (order confirmation). This electronic confirmation of receipt does yet not constitute an acceptance of the contract by AGRIS GmbH. Contract acceptance on the part of AGRIS GmbH GmbH occurs at the time of dispatch of the ordered goods to the customer along with a shipping confirmation sent via e-mail. The shipment confirmation shall prevail for the contents of the contract. No contract enters into force for goods that do not expressly appear in the shipping confirmation.
14.3. In the event of a conclusion of contract within the context of e-commerce, the customer reserves the right of withdrawal provided he/she is also the consumer. Right of withdrawal must be exercised within 7 working days only; should the conclusion of contract between AGRIS GmbH and the customer be made exclusively in Germany, the time limit for withdrawal will be 14 days. For contracts governing the delivery of goods, the period shall begin on the day the goods were received by the customer, and for contracts governing the rendering of services, the period commences the day the contract is executed. The buyer is not required to provide a reason for exercising his/her right of withdrawal as outlined in these provisions, however, cancellation must be declared in the form of writing (via e-mail, fax, or registered letter) and, at the same time, the customer must return the goods at his/her own expense. The customer will be held liable for the deterioration of goods that were originally delivered in brand-new condition, whether by fault of his/her own or not. For this reason, the customer shall refrain from all actions during this time period that may diminish the value of the goods and prevent their resale for the same price by AGRIS GmbH. AGRIS GmbH reserves the right to assert additional statutory claims (e.g. appropriate user fees, compensation for damages). Excluded from the right of withdrawal are all goods and services that have been rendered as per customer specification, as well as all contracts that are barred from a right of withdrawal due to statutory regulations (particularly consumer protection laws).