Terms & Conditions

02/2002

Our Terms of Sale and Delivery are an integral part of every agreement concluded by and between us and our customer. Terms of purchase of the customer shall not be binding on us even if we have not expressly opposed them.

1. Oral offers are subject to change without notice as regards price, quantity, delivery time, and delivery possibility. Orders and oral subsidiary agreements shall only be deemed accepted when they have been confirmed in writing or carried out.

2. Use:
The products supplied by us are intended for exclusive use in the customer´s own operation in Austria or in the country of delivery. Exceptions must be agreed upon with us.

3. Prices:
Calculation shall be at the prices valid on the day of delivery. If not otherwise agreed, the prices shall be ex seller's works, without packing, loading, insurance, and customs clearance. If supply with delivery has been agreed upon, the prices shall not include unloading and carrying.

4. Dispatch, delivery time:
If no other form of delivery has been agreed upon, the seller shall be entitled to send the goods to their destination. Unless otherwise agreed, dispatch shall be at the risk of the customer. The risk shall pass upon the delivery of the goods to the carrier (haulage contractor, forwarding agent, railway). The costs of the delivery, the acceptance, and the dispatch shall be debited to the purchaser. If clauses customary in trade as to the type of delivery have been agreed upon, the interpretations of the INCOTERMS of the ICC Paris, as amended, shall apply. Delivery terms shall commence with the date of confirmation, but only after the customer has provided documents and provisions to be procured on his part at the agreed times. This shall apply in analogy to the agreement of delivery dates, delivery impediments due to force majeure or circumstances incurred through no fault, e.g. delivery failures in material, traffic and operational interruptions. Strikes, lockouts, and similar shall entitle us to extend the period of delivery or to cancel the agreement. Claims or damages (in particular for lost profits) by the customer based on delayed or unperformed delivery are excluded in all cases.

5. Payment:
The terms of payment shall be stipulated in writing. Changes of these terms must be in writing as well. If the purchaser is in default of payment, we shall be entitled to charge interest in the amount of 1% per month starting from the due date. If circumstances become known that make the fulfillment of the obligations of the purchaser seem doubtful, default in payment being included, we shall be entitled to cancel the agreement or to demand immediate payment in cash or to prematurely make due all claims towards the purchaser. If such circumstances exist in the case of a person involved in a bill, we shall be entitled to demand immediate payment in cash upon returning the bill. We reserve the acceptance of cheques. They are only accepted in payment and shall only be deemed payment after redemption. Fees and other charges shall be debited to the purchaser in the absence of other agreements. The withholding of payments on the basis of not expressly recognized or judicially ascertained counterclaim is nor permissible. A set-off shall only take place to offset a credit entry granted. A right of retention with respect to movables of the seller because of claims due is herewith expressly excluded.

6. Reservation of title:
Up to the fulfillment of all claims (including all balance claims from current account) to which the seller and his group-member companies are entitled with regard to the purchaser and his groupmember companies now or in future, the seller is granted the following securities he shall upon demand release at his discretion insofar as their value shall substantially exceed the claim by more Than 20%. The seller shall retain title to the goods. Processing or transformation shall always be performed for the seller as manufacturer, but without obligation for him. If the (co-)ownership of the seller shall lapse by reason of adjunction, it is already now agreed that the (co-)ownership of the purchaser in the unitary physical object shall pass to the seller in the prorated value (value as per invoice). The purchaser shall hold the (common) property of the seller free of charge. Goods in which the seller has (co-)ownership shall be called conditional goods in the following. The purchaser is entitled to process and alienate the conditional goods in the ordinary course of business as long as he is not in default. Pledging or security transfers of ownership are not permissible. The claims resulting with respect to the conditional goods (including all balance claims from current account) resulting from the resale or any other cause in law shall already now be assigned by the purchaser to the seller in toto as security. The seller revocable authorizes him to collect the claims assigned to the seller for the latter 's account. This authorization to collect can only be revoked if the purchaser does not duty fulfill his payment obligations. In the event of the seizure of the conditional goods by third parties, the purchaser shall indicate the seller 's title and inform the seller immediately. The purchaser shall carry the costs and damages. In the case of conduct in breach of the agreement on the part of the purchaser - in particular default in payment - the seller shall be entitled to take back the conditional goods or to demand the assignment of the purchaser 's rights of possession to third parties. The taking back as well as the levy of execution of the conditional goods by the seller shall not constitute a cancellation of the agreement, provided that the installment law does not apply. The goods shall be property stored and adequately insured against fire and theft. The reservation of title shall also remain in force after the surrender of a bill in payment until the bill is redeemed.

7. Notice of defects, warranty:
The seller warrants for faultless material and proper manufacture and for the observance of properties and tolerances expressly promised in writing or contained in the relevant ÖNORMEN (DIN-NORMEN), namely in such a way that the seller shall newly supply the returned goods regarding which the complaint was made free of charge. This replacement shall apply for defects that prevent the orderly or stipulated use of the goods. A reduction in price is stipulated for insignificant defects. The notice of defects shall be made no later than 6 days after the arrival of the goods at their destination and - in the case of overt defects - before processing. The notice shall be in writing and exactly specify the individual defects claimed. It shall, however, have no influence on the agreed terms of payment. Defects not immediately recognizable shall be asserted immediately after their discovery. Every type of material defect, but also transport damages, shall be notified immediately and in writing. Transport damages immediately after receipt of the goods enclosing the written confirmations of the forwarding agent. It is expressly stipulated - insofar as legally permissible - that the seller shall not be liable to pay damages for personal injuries, for damage to property not constituting the subject matter of this agreement, for other damages, consequential damages, and lost profits, unless the circumstances of the individual case show that the seller is guilty of gross negligence. Furthermore excluded is indemnification for property damages and consequential damages under the product liability law, insofar as they are not covered by the seller 's employer 's liability insurance. The purchaser shall also stipulate a corresponding exclusion of liability in his agreements, failing which the seller shall himself be liable for damages.

8. Eisenstadt for Isosport Verbundbauteile GesmbH shall be the venue for both parties to the agreement for all disputes arising directly and indirectly from the contractual relationship. The seller can, however, also have recourse to another court having jurisdiction over the purchaser. Austrian law shall govern the contractual relationship and all extracontractual claims relating thereto.

Terms of Purchase

General

06/2008

The member companies of Constantia Industries AG believe in a cooperative relationship with suppliers, and place high value on the fulfillment of obligations in keeping with the relevant agreements. In accordance with these principles, the following procurement conditions have been established to form the basis for business transactions between suppliers and the member companies of Constantia Industries AG.

Only the following conditions – in addition to our latest supplier policies – will apply to business transactions, unless other conditions are expressly agreed in writing. Any deviation from an order, in particular through the communication of other sales conditions, requires our express approval in writing to become effective; the failure to expressly confirm any different conditions is considered to be a refusal. In particular, conditions are considered to be invalid if they restrict the obligations arising from guarantees and the right to claim compensation for damages from a supplier or obligations arising from product liability law, or limit the right to contest errors, the contractual exclusion of setoffs or the extended reservation of title.

Orders: All orders must be placed in writing, by fax or by e-mail. An order in hard copy as well as all subsequent orders must be signed by an authorized representative of the company and confirmed or rejected by mail – or confirmed or rejected by fax for orders placed by fax or e-mail; in all other cases, the order will be considered as accepted in full. Any changes from our original order will only take effect after we have confirmed the new terms in writing.

Fulfillment: The supplier guarantees the fulfillment of the assumed obligations in accordance with the contract and, in particular, is responsible for fulfilling this contract if delivery does not take place or does not meet the terms of the contract for any reasons whatsoever. If delivery does not take place on the agreed date, we have the right to cancel the contract without extending the agreed delivery date. Nevertheless, the supplier must inform us at once when he/she realizes that timely delivery will not be possible in full or in part, and must immediately provide us with the reasons for and probable duration of this delay in writing.

Prices and terms of payment: The prices stated in the order are considered to be fixed prices. Delivery and payment conditions will be provided in the order. The date on which the invoice is received will determine the start of the payment period; if delivery is received at a later date, then this date will apply. Payment does not mean that a delivery is considered to be correct, and does not represent a waiver to any claims we may have from insufficient or incorrect fulfillment or guarantees or compensation for damages. The costs associated with the transfer of payments to a foreign country will be carried by the recipient. If installment payments have been agreed, the right to deduct a cash discount will apply separately to every installment. The invoice must be sent in duplicate after delivery. Invoices that do not meet our requirements or the requirements of VAT law, or do not carry the relevant order date and order number will not be processed but returned to the supplier. In this case, the invoice is considered as not received until it is received in the proper form. The invoice must include our complete order number and our VAT identification number as well as a clear description of the agreed delivery conditions.

International transactions with customs clearance by a Constantia company: Deliveries from third countries must include all documents required for customs clearance, in particular three copies of the invoice as well as customs papers, merchandise certification or certificate of origin and freight papers. All such documents must be sent to us in sufficient time before delivery so they are available, above all, for prompt customs clearance.

Guarantee - Damages: The supplier is liable without limitation for ensuring that deliveries are free of tangible and legal defects, regardless of who manufactured the product. Unless stated otherwise in the order, the guarantee period will equal at least 24 months starting at delivery and, for concealed defects, will only begin when the defect is first noticed. The acceptance of goods and related commercial testing will take place during use at the earliest. We are not required to file a notice of defects. If we decide to request a substitute delivery, we are entitled to use the defective products for their intended purpose free of charge until the substitute delivery is received. As part of guarantee obligations (and without proof of fault), the supplier must carry all costs that arise in connection with the defect, including costs for transportation to and from the Constantia company as well as for the removal and installation of materials. If defective goods are delivered – even if these defects are minor – we are entitled to cancel the contract and cover our requirements in another manner at the expense of the seller, or demand substitute delivery of a product that meets the terms of the contract, or keep the defective goods at a lower price to be determined by an expert. The acceptance of the goods does not represent the acceptance of any defect. We reserve the right to claim compensation for damages in all cases. The supplier is liable for any possible consequential damages that arise from the provision of defective goods or services. Any limitation of supplier obligations by product liability law will not be accepted; in contrast to § 2 of the Austrian Product Liability Law, it is also agreed that full compensation must also be provided for property damages. The supplier assumes the obligation to indemnify us and provide compensation for claims if third parties assert claims on the delivered goods.

Transfer of our order: The transfer of our order to third parties is only permissible with our express approval. In all other cases, we are entitled to cancel the contract immediately. Our approval does not release the supplier from his/her responsibilities.

Place of performance: Unless stated otherwise in the order, the place of performance for all services and considerations is the location of the plant that placed the order.

Legal venue: The sole legal venue for all disputes arising in connection with the delivery contract is the responsible court in A-7000 Eisenstadt for both parties. However, we also reserve the right to take legal action against the supplier at his/her regular legal venue. The delivery contract and all related claims are subject exclusively to Austrian law. The application of the UN procurement regulations (United Nations Convention on Contracts for the International Sale of Goods) or comparable international declarations is excluded.

Cancellation: In addition to the other circumstances stated in the contract and applicable law, the buyer is entitled to cancel the contract without extending the original term if there is reason to doubt the reliability of the supplier in a technical or financial respect. In particular, this cancellation right exists when
- The services provided by the supplier, whether for the customer or for third parties, do not meet the terms of the contract or do not function properly
- The supplier does not meet his/her obligations – above all payment obligations – whether to the customer or to third parties on time
- Execution or bankruptcy proceedings have been opened against the supplier, or an application for the opening of insolvency proceeding has been rejected for lack of assets.
- The contracting party is acquired by a third party.

Provision of documents by supplier: The supplier must provide processing, safety, assembly and operating instructions for all delivered objects whose handling is not generally known, without being asked. In addition, all documents required for the maintenance and repair of the delivered object must be provided to us on request. Unless specified otherwise in the order, all documents must be made available in German or English.

Provision of documents by buyer: All sketches, plans, drawings, specifications etc. made available to the supplier will remain our property and may only be used to fulfill our order. The supplier must return all such documents as well as any samples we have provided without being asked, at the latest when the business relationship has ended. Process changes remain the property of the company that placed the order.

Delivery instructions: Plant or company delivery instructions as well as delivery times must be strictly observed. Goods will only be accepted when the delivery ticket contains the order number, article number, product description, designation of partial or full delivery, position number and amount (see purchase order text) and the packing label is included. All goods must be delivered directly to our mailing address, in particular to our unloading area and receiving department. The goods must be packaged in accordance with our specifications, and domestic suppliers must be licensed in accordance with Austrian packaging regulations. The supplier carries all costs for the disposal of packaging.

Force majeure: The contracting parties will be freed from any responsibility for the partial or complete fulfillment of contractual obligations if force majeure has prevented this fulfillment. Force majeure is understood to include events that arise after the conclusion of the contract and cannot be anticipated or avoided by the contracting parties, e.g. war, natural disasters, general strikes and the like. However, force majeure does not include delayed deliveries by the supplier, lockouts, strikes only in the supplier’s plant, or faultiness. In the case of force majeure, the supplier is obliged to immediately inform the buyer of the incident by telephone and confirm this information in writing within ten days. If the supplier fails to comply with this provision, he/she waives the right to claim force majeure.

Technical

06/2008

Place of performance: Unless stated otherwise in the order, the place of performance for all services and considerations is the location of the plant that placed the order.

Assembly and other work: For all types of services provided, employees must register with technical services personnel before the start and after the end of work to receive instructions, confirmation of the time worked and acceptance of work performed etc. The supplier is also liable without limitation for damages caused to us or to third parties on our premises during the performance of the contract. The supplier agrees only to employ personnel who are entitled by current regulations to perform such work (in particular assembly, start up and repair work). We are not obliged, but entitled, to verify the working papers, resident status or certifications of personnel sent by the supplier. If we incur any disadvantages from a violation of this provision by the supplier, he/she must provide reimbursement for these disadvantages as well as any consequential damages and penalties and provide proof of such reimbursement.

Safety regulations: Alcohol, smoking and the use of open light and fire are prohibited in our plants. The supplier must organize his/her work accordingly and instruct his/her personnel that these prohibitions must be strictly obeyed. The supplier is obliged to familiarize himself/herself with and comply with all safety and fire protection regulations applicable to the location, which may be provided to him/her at any time. The supplier is responsible for ensuring compliance with all applicable safety regulations. If these regulations are disregarded we will hold the supplier liable, independent of who is to blame, and expel the supplier’s personnel from the plant premises without warning. Welding and other work with an open flame may only be carried out on our plant premises after written approval by our industrial safety engineer and in accordance with our guidelines. All regulations governing the transport and unloading of dangerous goods must be strictly observed. Our machinery and equipment may not be used without the express written permission of our safety department.

Disclaimer

Our advice offered with regard to application technique, provided verbally, in writing, or by experiment, is based on the best of our knowledge and ability. It can however be regarded only as nonbinding guidance, also in respect of third party patent and proprietary rights, and does not release the recipients of the obligation to conduct their own tests on the products supplied by us with regard to suitability for the anticipated procedures and purposes. Application, use, and processing of products is effected beyond our possible control, and accordingly is the sole and exclusive responsibility of recipients. We do of course guarantee the perfect quality of our products, subject to the provisions of our General Terms of Sale and Delivery in the current valid issue.

The values listed in our brochures have been, if not explicitly stated otherwise, established on standardized test specimens at room temperature. The figures should be regarded as guide values only and not as binding minimum values. Kindly note that under certain conditions the properties can be affected to a considerable extent by the machining or processing and by the coloring.

Terms & Conditions