1. Basis of the order

1.1 All agreements and offers are based on our General Terms and Conditions. They shall also be deemed to have been accepted by the customer through the mere acceptance of an offer or the initiation of an order, as well as acceptance of the delivery and performance.
1.2 On the other hand, the customer’s/buyer’s terms and conditions of purchase shall only be binding on us if we have expressly confirmed their validity in writing.
1.3 Orders shall only be deemed accepted when we have confirmed them in writing. However, we reserve the right to execute existing or incoming orders on our terms and conditions even without prior confirmation.

2 Conclusion of contract

2.1 The contract shall be deemed concluded when we have sent a written order confirmation after receipt of the order.
2.2 Changes and additions to the contract require our written confirmation to be valid.
2.3 Our delivery note or goods invoice shall also be deemed to be an order confirmation.

3 Plans and documents

3.1 The information contained in our catalogues, brochures, circulars, illustrations, price lists, offers, etc. regarding dimensions, weight, colours, performance, material properties and the like shall only be authoritative if express reference is made to them in the order confirmation or if they are set out in a separate technical data sheet and/or safety data sheet prepared by the manufacturer.
3.2 Samples, catalogues, brochures, illustrations and the like. shall always remain our intellectual property. Any utilisation, duplication, distribution, publication and demonstration may only take place with our express consent.

4 Shipping and packaging

4.1 Delivery shall be ex works of the manufacturer or ex warehouse of GREEN B2B TRADING GMBH. Any kind of risk, in particular the risk of breakage, shall pass to the customer when the goods are handed over to the carrier. In the case of delivery by our wagon, handover shall be deemed to have taken place at the latest when the goods are available on the wagon on the recipient’s premises or at any other agreed delivery point. It is the sole responsibility and obligation of the customer to provide suitable unloading equipment and to prepare and make available the necessary parking areas.
4.2 The costs for packaging are included in the price. We do not take back packaging. In the case of pallet deliveries, the Euro pallets must be replaced. Otherwise, these will be invoiced to the buyer.
4.3 If insurance is taken out at the request of the purchaser, we shall act only as an intermediary to the exclusion of any responsibility.

5. Delivery period

5.1 The indication of the expected delivery periods is non-binding.
5.2 Unless otherwise agreed, the delivery period shall commence on the latest of the following dates: a) date of order confirmation; b) date of fulfilment of all technical, commercial and financial preconditions incumbent upon the buyer; c) date on which we have received a down payment to be made prior to delivery of the goods and/or a letter of credit to be issued has been opened in our favour.
5.3 We shall be entitled to make partial and advance deliveries and to issue (partial) invoices payable in respect thereof.
5.4 Our delivery deadlines shall be met as far as possible. If the delivery is delayed due to a circumstance occurring on our side which constitutes a reason for exoneration within the meaning of point 7, the agreed delivery period shall be extended accordingly.
5.5 Claims for damages, penalties for delay or the like arising from possibly delayed or improperly performed deliveries and services can only be asserted against us if we are at least grossly at fault for the delay in delivery or the improper performance of the service. In the case of slight negligence, on the other hand, any claims for damages and other ancillary claims are excluded.

6. Blanket orders

In the case of blanket orders extending over a period longer than four weeks, each delivery shall constitute a separate transaction. The prices notified in the respective call-off confirmation shall be decisive for the calculations. We shall be entitled to cancel or insist on acceptance of the quantity which the buyer is in arrears with during or at the end of the contract period without granting a period of grace. We reserve the right to assert any claims for damages.

7. Prices

7.1 a) Our prices are net prices unless otherwise stated by us. b) Unless otherwise agreed, our prices are ex our works without packaging, insurance and shipping costs and are subject to change and non-binding.
7.2 In our price calculation, we assume that the items in our offer remain unchanged, that any necessary preparatory work has already been carried out in full and that we can make our delivery in one go without hindrance. Our offers are based on the purchaser’s performance description without knowledge of the local conditions.
7.3 If the delivery or service is to take place three months after conclusion of the contract or later, any changes in the cost of materials in the meantime shall be for the benefit or at the expense of the buyer.

8. Exoneration reasons

8.1 The following circumstances shall be deemed to be grounds for exoneration if they occur after the conclusion of the contract and stand in the way of performance; labour disputes and all circumstances independent of the will of the parties, such as fire, mobilisation, seizure, embargo, prohibition of foreign exchange transfer, insurrection, lack of means of transport, general shortage of supplies, restriction of energy consumption as well as technical difficulties inherent in the nature of the order which make its performance impossible for us or for our suppliers or which lead to defects which impair its serviceability.
8.2 The consequences of these circumstances with regard to the contractual obligations are determined in points 5 and 8.

9. Payment

9.1 Payments shall be made in accordance with the agreed terms of payment. If the order confirmation does not indicate any deviating payment dates and/or conditions, the invoice amount shall be paid at the latest 14 days after the invoice date, without any deductions. Discounts are only permissible by agreement.
9.2 If there are liabilities from previous deliveries, these shall be repaid in the order in which they arose. Agreed discounts shall lapse if the other claims already due are not settled at the latest upon receipt of the invoice amount eligible for discount. There shall be no right to deduct a discount in the event of partial payment.
9.3 In the event of a significant deterioration of the financial situation or significant overrunning of payment terms for previous deliveries and services of the customer, we shall be entitled to refuse our delivery and service until payment has been made or sufficient securities have been provided. If our delivery has already been made, all our claims shall be due immediately; this shall apply in particular in the event of default in payment or the filing of an application for the opening of insolvency proceedings.
9.4 If the customer is in default with an agreed service or payment, we may either insist on performance of the contract and a) postpone performance of our obligation until the outstanding payments or other services have been effected; b) claim a reasonable extension of the delivery period; c) make the entire outstanding purchase price due and payable and, provided that there is no reason for exoneration on the part of the customer within the meaning of item 7, charge interest on arrears from the due date at the rate of 8% above the respective base interest rate.
9.5 If the customer has not made the owed payment or other performance despite having been granted a 14-day grace period, we may declare our withdrawal from the contract by written notice. Upon our request, the customer shall return to us goods already delivered and pay compensation for any reduction in value of the goods as well as reimburse us for all expenses we had to incur for the performance of the contract.
9.6 The customer is not permitted to set off any counterclaims, on whatever grounds, against our claims. Any complaint procedures that have not yet been completed or any defect rectification or improvement work that has not yet been carried out shall not be grounds for a deferral of payment or for any other retention of payment.

10 Retention of title

10.1 We retain title to the concepts delivered or developed by us until all financial obligations of the customer have been met in full. The customer shall comply with the necessary formal requirements for the retention of title. In the event of seizure or other claims by third parties, the customer is obliged to assert our right of ownership and to notify us immediately.
10.2 The customer is entitled to resell and process the goods subject to retention of title in the ordinary course of business. He is not permitted to dispose of the goods in any other way, in particular by pledging them or assigning them as security. A resale may only be made subject to retention of title unless it is made against immediate payment upon handover; in this case our retention of title extends to the proceeds obtained for the goods subject to retention of title. These proceeds shall be kept separately by the reseller until our claims have been satisfied in full.
10.3 The customer hereby assigns to us all claims to which he is entitled against his customers from the resale, together with the securities granted for this purpose, and we accept the assignment. The charges arising from this shall be borne by the ordering party.
10.4 We undertake not to collect the claims assigned to us as long as the customer duly meets his payment obligations. At our request, the customer shall demonstrably notify his debtors of the assignment of the claim and provide all information necessary for the collection of his claim as well as the documents relating thereto.

11 Warranty, Liability, Complaints

11.1 Defects which impair the usability or the proper execution of our delivery and service shall be remedied by us in accordance with and on the basis of the following warranty provisions.
11.2 The customer shall be obliged to immediately inspect our services and deliveries for completeness and freedom from defects. The customer/recipient of the goods shall notify us in writing of any complaints/defects, failing which he shall lose his rights. Insofar as we are responsible for the defect, we shall remedy the defect and, at our discretion, a) either have the defective goods or the defective parts sent to us for improvement, or b) replace the defective goods or the defective parts.
11.3 However, any warranty obligation shall be excluded for defects which have occurred within a period of six months from the date of delivery and performance, as well as for such defects which are first notified to us outside the aforementioned six-month period.

12 Liability for damages

As the application of our products is beyond our control, we can only accept liability for the proper quality of our goods at the time of delivery. Our recommendations have been carefully compiled and are non-binding. Advice, demonstration or training by us shall not give rise to any obligations on our part with regard to the suitability of our products for a specific area of application and shall in particular not release the purchaser from the duty of inspection incumbent upon him and from compliance with any protective standards. The user shall be responsible for coordinating the areas of application and processing conditions. Claims for damages beyond the scope of the warranty, also with regard to any industrial property rights of third parties, are excluded. 13.

13 Product liability

13.1 By a timely notification of the pre-supplier, we can free ourselves against claims. Claims shall only apply if defects have clearly been caused by us or have been caused by gross negligence.
13.2 Our liability shall only extend to the fact that the execution is carried out in accordance with the orderer’s specifications. We are not obliged to check the suitability and practicability of the orderer’s order details. Furthermore, the customer undertakes to indemnify and hold us harmless in connection with samples, plans, templates, etc. provided by the customer with regard to any infringements of third party industrial property rights; this applies in particular to industrial property rights.
13.3 The assignment of warranty claims is only permissible and effective with our consent.
13.4 Complaints must be made in writing without delay, at the latest, however, within 3 working days after arrival of the goods at the place of destination and must be duly substantiated. Complaints can only relate to unprocessed or processed goods. Any warranty is excluded in the event of further treatment or processing of defective goods or pieces of goods; the same applies to claims for damages.

14 Data protection

Your transmitted personal data (e.g. title, name, address, e-mail address, telephone numbers, bank details) will be processed and stored within the framework of the business relationship in compliance with the applicable rules of the Data Protection Act. Insofar as necessary for the processing of the contract, this data will be passed on to the companies involved. For detailed information on the subject of data protection, please refer to our data protection declaration on our homepage.

15 Severability clause

Should one or more of the contractual provisions be or become invalid, this shall not affect the validity of all other provisions. With regard to the ineffective part, the contracting parties undertake already now to make a provision which comes as close as possible to the intended success of the part which has become ineffective, taking into account the statutory provisions.

16 Place of Performance/Court of Jurisdiction

16.1 The place of performance for all deliveries and payments shall be A-4040 Linz, even if the delivery is made at another place as agreed.
16.2 The competent court in A-4040 Linz shall have jurisdiction for all legal disputes arising between us and the customer/client and the customer/client submits to the exclusive jurisdiction of this court. We may at any time also bring an action before another court having jurisdiction over the customer.
16.3 Austrian law shall apply in all cases between us and the customer. The applicability of the Vienna Sales Convention 1980 is expressly excluded.

Last updated on 02.05.2022

The above General Terms and Conditions shall apply until a newer version is published. The latest valid version is always the current edition of the GTC on our website at www.greenb2b.io.