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Terms of Service

General terms and conditions of sale and delivery of the Salzburger Aluminum Group

1. Conclusion of a contract:The following conditions apply exclusively to all of our deliveries and services. Conditions of purchase, whether general or special, of the buyer only bind us if we expressly acknowledge them in writing in individual cases. Our offers are always non-binding. Orders placed with us as well as any order changes are binding for the buyer in any case. Orders placed or changes only become binding for us through our written order confirmation.

2a. Prices:All prices are ex works and do not include VAT, unpackaged and are current prices, unless a term price or conditions (packaging, transport, etc.) that deviate from this have been expressly set in writing. For orders without an express price agreement, the prices of the delivery day apply.

A fixed price agreement for the metal is subject to the following conditions. Should claims arise from our broker from securing this fixed price on the LME Margin Call, these must be borne by the customer. We are entitled to invoice the buyer for this at any time. Changes to the order on the part of the purchaser (delivery quantity in relation to the delivery date) entitle us to pass on any costs arising from this to the purchaser. This includes expenses that we suffer as a result of devaluations of the LME market price at the agreed price (mark-to-market loss).

We are entitled to make an appropriate price increase if changes in raw material or auxiliary material prices, wages, salaries, freight or other public charges have occurred after the offer has been submitted. By participating in the tool costs, the buyer does not acquire any right to the tools. These remain our property. Discounts, rebates and payment terms with regard to the tools require a special agreement. We are entitled to scrap the tools three years after the last delivery. The customer bears the costs of changing, maintaining and replacing the tools.

2 B.Purchase quantity: A contractually stipulated total quantity is considered a fixed purchase quantity. The customer guarantees us an unalterable purchase obligation for the contractually agreed delivery date and the contractually agreed price. If the contractually agreed total quantity (purchase quantity) is not accepted by the buyer, not on time or only partially, and this results in a changed delivery quantity regulation or changed delivery dates for part or all of the goods to be delivered monthly, the resulting costs and additional expenses to be borne by the buyer. In this case we are entitled to charge such costs to the buyer even outside of any agreed billing modalities.

If, at the request of the buyer, the monthly delivery quantity is postponed to a later delivery date, all costs and expenses arising from this postponement shall be borne exclusively by the buyer.

Changes to monthly delivery quantities (total quantity agreement) or changes to delivery dates must be announced no later than the third working day before the end of the month preceding the delivery month or no later than the third day before the start of the pricing period in the case of average agreements.

3. Delivery and delivery time: Our delivery is deemed to have taken place upon handover to the buyer, the forwarding agent or carrier or after notification of readiness for dispatch. Our deliveries are subject to timely and correct deliveries by our sub-suppliers. The delivery obligation begins on the day we accept the order, but not before all details of the execution have been fully clarified. If the buyer has to obtain documents, information, permits, releases or to make a down payment, the delivery period does not begin before these obligations have been fulfilled. Obstacles to the execution and delivery of an order that cannot be eliminated by us or cannot be eliminated in an economically reasonable manner (such as strikes, operational disruptions, lockouts, late arrival of primary material, traffic disruptions, etc.) as well as their consequences are deemed to be force majeure and release us from the obligation to deliver, without the buyer being entitled to a claim for damages. We are entitled to make the ordered deliveries after the hindrance has ceased to exist. The right to compensation as a result of a delay in delivery is also excluded if this occurred due to damage to the machines and tools used in the production of the ordered material and we did not act with intent or gross negligence in this regard. Depending on the type of product, deviations in weight, number of pieces, linear meters, etc. of up to +/- 10 of a hundred are permitted, both with regard to the total contract quantity and agreed partial deliveries, unless otherwise stipulated in our currently valid technical delivery conditions. For the calculation of the invoice value, the quantity units determined by us (depending on the factory, basically weights, in special cases also numbers of pieces, running meters, etc.) are decisive.

4. Acceptance:Material supplied by us will only be accepted if the relevant material standards provide for acceptance or if this was expressly agreed when the order was placed. The acceptance must take place within a reasonable period, at the latest, however, within two weeks after the reported readiness for acceptance, at the expense of the customer. Otherwise the acceptance is deemed to have been carried out. In this case we are entitled to dispatch the material or to store it at the expense and risk of the buyer. The buyer must provide the required export documents.

5. Packing: If, in the opinion of the seller, packaging is required, it will be done in the customary manner at the buyer's expense.

6a. Freight and Insurance: The freight costs and the costs of any insurance of the shipment at the buyer's request are borne by the buyer. Any special loading and shipping instructions issued by the buyer are carried out at the risk and expense of the buyer. The dispatch route and the means of dispatch as well as the forwarder and carrier are determined by us.

6b. Transfer of risk and receipt:The most recent version of the Incoterms, which are listed in the order confirmation, applies to our business transactions. Delivered items are to be accepted by the customer, even if they have minor defects, without prejudice to the rights from the "Warranty" section. Part deliveries are permitted.

7. Dispatch and default of acceptance: Failure to issue any necessary shipping instructions in good time or failure to collect the goods on time puts the buyer in default of acceptance. Without prejudice to the other rights to which we are entitled in this case (compensation), we can dispatch the goods for the buyer at our own discretion. Any resulting additional costs or damage are to be borne by the buyer or we are to be replaced by him. If the buyer does not accept our proper delivery or the required delivery documents, our order is still fulfilled and the buyer is obliged to pay the full payment. In this case we are entitled to store the material at the expense and risk of the buyer.

8. Analyzes and measuring tolerances: Our analyzes and analysis methods are generally decisive. If their correctness is disputed, an arbitration analysis must be carried out by a jointly determined body. The buyer carries the costs. Unless otherwise expressly agreed in writing, the existing EN (DIN) standards apply to the agreed specifications. Otherwise our technical delivery conditions are valid.

9. Guarantee: The warranty period begins on the day of the declaration of readiness for dispatch or on the day of delivery and ends after 12 months (in the case of multi-shift operation after 6 months). To assert defects, written notifications of defects are required, in the case of obvious defects immediately after receipt of the goods; in the case of hidden defects immediately after their discovery. In the case of an agreed acceptance, the complaint of defects that could have been determined with the agreed type of acceptance is excluded. For those parts of the goods that we have obtained from sub-suppliers, we are only liable within the scope of the warranty claims we are entitled to against the sub-supplier. The prerequisite for the recognition of a defect is always that the goods have been used in accordance with their quality requirements. In the case of goods that are provided to us for processing, only an identification check of the goods is carried out upon delivery (for quantity, packaging). If defects should emerge in the course of processing, the purchaser / client undertakes to hold us harmless despite the failure to notify us.

The responsibility for the design always rests with the purchaser / client. Freedom tests carried out by us only apply to the product itself, but not when it is combined with other components. The purchaser / client undertakes to carry out appropriate examinations for his part.

If a defect is recognized by us, it is up to us to take back the goods at the calculated price, to remedy the defect or to make a replacement delivery by sending the goods back. Any further claims, in particular for compensation, are excluded. The buyer is not entitled to withdraw from the contract due to the delivery of defective goods.

10. Force majeure: Events of force majeure and other circumstances beyond our control, such as operational disruptions, traffic disruptions, difficulties in supplying companies with electricity, raw materials, fuels and auxiliary materials and other hindrances in production and delivery exclude claims for damages by the customer and entitle us to either to extend the delivery period or to withdraw from the contract in whole or in part.

Force majeure is equivalent to strikes, lockouts and other circumstances (import and export bans, embargoes, imposed after the contract was signed) that make delivery significantly more difficult or impossible, regardless of whether these occur with us or one of our sub-suppliers. We undertake to notify the client immediately of the occurrence and termination of such delivery conditions.

In the event of a justified withdrawal by the customer due to force majeure or similar delivery hindrances, the costs and expenses incurred by us will be borne exclusively by the customer. If the circumstances under which a contract was concluded have changed so significantly that it can rightly be assumed that under the changed circumstances the conclusion would not have taken place at all or at least under different conditions, we have the right to withdraw from the contract or to terminate the contract Changes to the agreed contractual provisions, such as payment in another currency, changes to the delivery modalities, etc., taking account of changed circumstances. The change in circumstances can also be justified by significant changes in the personal or ownership structure of the client.

11a. Limitation of Liability: If deliveries are made according to drawings or other information provided by the buyer, and if this violates the rights of third parties, in particular property rights, the buyer indemnifies us completely. Other claims are excluded, unless we are liable in cases of intent or gross negligence. Liability for coincidence and slight negligence is excluded for loss of or damage to the drawings, samples and the like. The customer has to prove the existence of gross negligence. We only take out insurance for this upon express order and at the expense of the customer. Claims for damages by the customer, irrespective of the legal claim, in particular from tort, producer liability, incorrect or neglected advice, positive breach of claims, negligence when concluding the contract, impossibility, are excluded for slight negligence on the part of the supplier.

11b. Copyright protection of the supplier: Documents and drawings made available to the customer, as well as construction work performed by us, may only be used by the customer for the intended purpose and may not be made available to third parties for any other purpose without our consent. For any violation of this provision, the customer is liable to the full extent of the damage and according to every degree of fault.

12. Withdrawal: In the event of non-compliance with the terms of payment or if circumstances become known which cast doubt on the creditworthiness of the buyer according to bank and credit insurance aspects, we are entitled, regardless of previous agreements to the contrary, to carry out outstanding deliveries and services only against advance payment or a security deposit or from To withdraw from the contract and to demand compensation for non-performance.

If a customer withdraws from his contract after receipt of the order, he must completely and completely reimburse all activities and services already initiated, in particular any project expenses, costs, material expenses and other investments made. In this case we are entitled to charge 100% of such expenses and costs (demolition costs).

The same applies in the event that a defined project has been started after the order has been placed; in this case the customer has all the services provided up to this point in time, in particular the material stocks used for the term, investments not yet refinanced via the parts price / hourly rate and all other project-related investments Costs to replace (project termination costs).

13. Payment: The invoice amount is to be paid in accordance with the agreed terms of payment. Payment is to be made in the agreed currency by transferring to one of our bank accounts. The use of discounts presupposes that there are no due payment obligations. Check or bill of exchange require a special agreement and are only accepted on account of payment, interest and expenses are borne by the buyer. Payment by bill of exchange does not entitle you to a discount. The buyer is not entitled to withhold payments for whatever reason. Compensation with counterclaims requires an express agreement. In the event of default in payment or becoming aware of payment difficulties, we have the right to make all outstanding claims due immediately if further deliveries are stopped at the same time (loss of deadlines), to withdraw from all contracts that have not yet been fulfilled and to withhold advance payments received until any compensation payment has been established or to ours Credit claims. Regardless of this, we have the right to carry out outstanding deliveries against advance payment or a security deposit.

The risk is transferred to the customer at the latest when the delivery parts are dispatched, even if partial deliveries are made or the supplier has taken on other services, e.g. shipping costs or delivery and installation. Delivered items are to be accepted by the customer, even if they have minor defects, without prejudice to the rights from the “Warranty” section. Part deliveries are permitted.

In the event of default, we are entitled to charge default interest at a rate of 7% above the applicable “EURIBOR” for 3 months. If this reference interest rate falls below 0.5%, it is agreed that the value 0.5% is used as the interest base. In the event of default in payment, all reminder and collection charges are to be reimbursed by the buyer.

Payments are always offset against the oldest open invoice or claim. Expenses incurred in connection with transfers or on the basis of document collection and documentary letters of credit for our deliveries in the buyer or destination country shall be borne by the buyer.

In the “General Terms and Conditions of Business and Purchasing” of our customers, prohibitions of assignment and all other contractual conditions relating to the assignment of claims are deemed not to have been written!

14. Retention of title: All delivered goods remain our property until all obligations have been met in full (goods subject to retention of title). If the goods are seized or otherwise claimed by third parties, the buyer is obliged to point out the retention of title and to notify us of this immediately.

In the event of breach of contract by the purchaser, in particular in the event of default in payment, the supplier is entitled to take back the goods and the purchaser is obliged to surrender them. The withdrawal / seizure only constitutes a withdrawal from the contract if the supplier expressly declares this in writing.If the customer processes our reserved goods with other goods, we are entitled to proportional co-ownership of the new goods. In place of the goods belonging to us, if they are sold, the claim against the third party purchaser occurs, whereby the purchaser is obliged to inform the seller about this and already now assigns to him all claims that arise from the resale. At our request, the buyer is obliged to notify his customer of the assignment. If the buyer processes, mixes or combines with other goods that do not belong to us, the buyer transfers to us the property rights to which he is entitled to the new inventory or the item to the extent of the invoice value of the goods subject to retention of title.

The buyer will keep the new stock or the item for us free of charge. However, we are entitled at any time to inspect the buyer's warehouse in order to demand the surrender of goods that are in our property against a crediting of the realization amount, as well as to prohibit the sale of the goods that are still subject to retention of title.

14a. Reservation of title for deliveries to customers outside Austria:

1. We reserve ownership of the delivered item until all claims (including all balance claims from a current account) to which we are entitled against the customer for any legal reason now or in the future have been paid in full. We are entitled to take back the purchased item if the buyer behaves contrary to the contract.

2. As long as ownership has not yet passed to him, the buyer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at replacement value at his own expense against theft, fire and water damage.

3. The buyer is entitled to resell the reserved goods in the normal course of business. The purchaser hereby assigns the purchaser's claims from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our authorization to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application has been made to open insolvency proceedings or payments have been suspended.

4. The treatment and processing or transformation of the purchased item by the buyer is always carried out in our name and on our behalf. In this case, the buyer's expectant right to the purchased item continues with the remodeled item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the buyer's item is to be regarded as the main item, it is agreed that the buyer transfers proportional co-ownership to us and keeps the resulting sole or co-ownership for us. In order to secure our claims against the buyer, the buyer also assigns to us such claims that accrue to him against a third party through the connection of the reserved goods with a property; we already accept this assignment.

5. We undertake to release the securities to which we are entitled at the request of the buyer if their value exceeds the claims to be secured by more than 20%.

15. Applicable law, place of jurisdiction: All contractual relationships are subject to Austrian law. Only with regard to the determination of the retention of title in accordance with point 14.a. of these conditions, German law is deemed to have been agreed. The place of jurisdiction for disputes arising from the contractual relationship for contractual partners based in a contracting state of the European Regulation on jurisdiction EuGVV is the factually and locally competent court at the headquarters of the supplier's headquarters.

16. Effectiveness: In the event of the ineffectiveness of one of these provisions, the seller is entitled to replace the ineffective provisions with an effective provision whose economic success corresponds as closely as possible to the ineffective provision. The legal ineffectiveness of individual provisions of these terms and conditions and the other contractual conditions does not affect the effectiveness of the remaining conditions. Notwithstanding item 14, we only deliver to customers outside Austria on the basis of the retention of title described in more detail below. This also applies to all future deliveries, even if we do not always expressly refer to them. If maintenance and inspection work has to be carried out, the buyer must carry this out in good time at his own expense. As long as ownership has not yet passed, the buyer must notify us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of a lawsuit, the buyer is liable for the loss we incur.