MTA MESSTECHNIK GmbH | General Terms and Conditions (GTCs)
I. Area of Application
a.) The company MTA Messtechnik GmbH shall provide services exclusively on the basis of the General Terms and Conditions (GTCs) stipulated below.
Said GTCs shall apply to all agreements, deliveries and other services. The same shall also apply to future business relationships with the customer, even if no explicit reference is made to them.
b.) The most recently revised version valid at the point in time of the conclusion of the agreement shall be authoritative. Deviations from the General Terms and Conditions as well as other supplementary arrangements made with the customer shall be effective only if they are confirmed in writing by MTA Messtechnik GmbH.
c.) Terms and conditions of the customer, even if known by MTA Messtechnik GmbH, shall not be accepted, unless anything to the contrary is explicitly agreed upon in writing in the individual case. General terms and conditions or additional terms and conditions not acknowledged by MTA Messtechnik GmbH in writing shall be excluded, even if MTA Messtechnik GmbH does not explicitly object to them again.
II. Orders and Order Acceptance
a.) Orders and oral arrangements shall be deemed to have been accepted only upon written confirmation or delivery. Arrangements and offers, including future ones, shall be exclusively subject to the Terms and Conditions of Sale and Delivery of MTA Messtechnik GmbH.
b.) Other terms and conditions shall not become part of the agreement, even if MTA Messtechnik GmbH does not explicitly object to them.
c.) MTA Messtechnik GmbH shall have the right to withdraw from the agreement if the orderer objects to the application of the present Terms and Conditions of Sale and Delivery.
a.) MTA Messtechnik GmbH shall be bound to the prices agreed upon for any order for a period of three months from the conclusion of the agreement. In case of longer delivery times, MTA Messtechnik GmbH shall be entitled, in case of increase of material and labour costs, to apply a pro rata surcharge on the basis of its initial price calculation for the cost increase having occurred in the meantime.
b.) In case of orders of less than € 100.00, a handling fee in the amount of € 12.00 shall be charged; in case of cash on delivery shipments, the cash on delivery charges shall be charged.
c.) All prices shall be understood to be subject to the statutory VAT.
a.) The delivery shall be made ex warehouse. Unless anything to the contrary has been agreed upon, dispatch shall take place at the orderer’s risk and expense. Carriage paid frontier limits for individual groups of merchandise shall apply in accordance with the price lists of MTA Messtechnik GmbH. MTA Messtechnik GmbH shall be entitled to render partial services. Packaging may be charged on a pro rata basis. Delivery dates shall be regarded as approximate and non-binding. The agreement of binding fixed dates shall require the explicit written confirmation of MTA Messtechnik GmbH to become effective. If MTA Messtechnik GmbH is unable to perform delivery within the scheduled time frame, the orderer may withdraw from the agreement only if the orderer has set MTA Messtechnik GmbH in writing a minimum period of grace of 14 days including refusal to accept performance and provided that such grace period has elapsed unsuccessfully.
b.) The customer shall be entitled to claim compensation for damage or loss suffered due to default and non-performance only if the delivery has been delayed as a result of an act of gross negligence or intent on the part of MTA Messtechnik GmbH as the contractor or of its auxiliary agents.
Any unforeseeable circumstances not attributable to MTA Messtechnik GmbH, such as war, force majeure, import and export embargoes, riot, strikes and lock-outs, difficulties in the procurement of materials, interruption of operations, energy shortage, shortage of means of transport or similar circumstances, even if they occur at an upstream supplier of MTA Messtechnik GmbH, shall extend the delivery period by an appropriate period of time, at least by the duration of the impediment, provided that this results in MTA Messtechnik GmbH being prevented from fulfilling its obligations in due time.
V. Terms of Payment
a.) Our invoices shall be due for payment according to the payment conditions stated in the respective quote.
b.) If the fulfilment of the claim for payment is jeopardised due to deterioration of the customer’s financial situation which occurred or became known only after the conclusion of the agreement, MTA Messtechnik GmbH may request advance payment and immediate payment of any outstanding invoices, including those that have not yet become due; may declare due for immediate payment any and all services and partial services, including those rendered within the framework of other agreements concluded with the customer, may retain goods not yet delivered and/or services not yet rendered and may discontinue further work on orders not yet completed. MTA Messtechnik GmbH shall also be entitled to such rights if the customer does not effect payment despite a reminder being sent justifying the default.
c.) In the event that the term of payment is exceeded, the orderer shall pay default interest in the amount of 5% above the base interest rate of the European Central Bank without a reminder being sent. The assertion of further damages shall remain reserved.
d.) For partial deliveries, partial invoices may also be issued mutatis mutandis.
e.) Bills of change shall not be accepted as means of payment.
f.) Cheques shall be accepted for payments. If payment by cheque is effected, however, cash discount deduction shall be excluded.
g.) The customer shall not be entitled to set off his/her own claims against claims of MTA Messtechnik GmbH, unless the customer’s claims have been acknowledged by MTA Messtechnik GmbH in writing or have been legally established as final and absolute. In the latter case, the customer may retain payment of the remuneration in case of defects in parts of deliveries only in the amount that corresponds to the value of the defective delivery. The retention of security deposits shall not be permitted.
a.) The contractor shall be obliged to inspect without undue delay any goods delivered and/or services rendered by MTA Messtechnik GmbH. Outstanding defects shall be notified within a period of one week after receipt; hidden defects shall be notified within a period of one week following their detection, at the latest, however, prior to installation or further processing.
b.) The notification of defects shall be made in writing, specifying the order number and designating the complaints in a verifiable manner.
c.) Defects in any part of the goods delivered and/or services rendered shall not give the entitlement to object to the entire delivery.
d.) If the notification of defects is justified, MTA Messtechnik GmbH may, at its option, perform replacement delivery free of charge, repair the goods/services forming the subject of complaint or grant a price reduction. The same shall also apply in case of a legitimate complaint regarding the supplementary performance or replacement delivery. In case of delay, failure to perform or repeatedly unsuccessful supplementary performance or replacement delivery, the orderer may, at his/her option, demand reduction of the purchase price or rescission of the agreement. Apart from that, liability for consequential damage shall be excluded, unless MTA Messtechnik GmbH or its auxiliary agents is/are culpable of an act of intent or gross negligence. The liability for physical injuries shall not be excluded by this regulation. The limitation of liability shall also apply to a lack of properties, which have been explicitly guaranteed, if the specific purpose of such guarantee was to protect the orderer against damage not caused to the object of delivery itself.
e.) Warranty claims shall cease to apply as soon as the orderer installs an item in an improper manner, puts it into operation in violation of the operating instructions or has made repairs to the product during the warranty period without MTA Messtechnik GmbH having been aware of such repair and having given its consent.
f.) The period of limitation for warranty claims shall be one year, starting from the date of the transfer of risk. This time limit shall also apply to non-contractual claims competing with contractual claims.
VII. Call-Off Orders
a.) In case of call-off orders, the goods/services shall be fully called off within a period of one year after placement of the order at the latest, unless anything to the contrary has been agreed upon.
b.) After the expiry of one year, MTA Messtechnik GmbH shall be entitled to invoice the goods/services and to demand their immediate payment. MTA Messtechnik GmbH shall further be entitled to invoice storage costs in accordance with the rates customary in the freight forwarding sector.
c.) In case of call-off orders, the respective list price applicable on the date of delivery shall apply, provided that the period between the placement of the order and its call-off exceeds three (3) months.
VIII. Custom-Made Products
a.) In case of products made in accordance with the specifications of the customer, excess or short deliveries up to 10% of the ordered quantity shall be possible. Such deliveries must not be made subject to a complaint, but the quantity delivered shall be invoiced.
IX. Dimensions, Weights and Property Rights
a.) The customer shall bear sole liability if the execution of his/her order results in any rights, in particular third-party copyrights, being violated. The customer shall indemnify and hold the contractor harmless against and for claims of third parties due to such a violation of rights.
b.) The operating items used by MTA Messtechnik GmbH as the contractor for the manufacture of the contractual product, in particular tools and goods, shall remain the property of the contractor and shall not be delivered to the customer, even if they are invoiced separately.
c.) Any dimension and weight specifications in catalogues, offers, advertising brochures, prospectuses, etc. shall not be binding; any modifications shall remain reserved. The content of the samples, catalogues, prospectuses and the like shall always remain the intellectual property of MTA Messtechnik GmbH and shall enjoy the full protection provide by the relevant statutory provisions. They must be neither ceded to third parties nor reproduced. Any reproduction in extracts shall likewise require explicit written consent. Contraventions may result in criminal penalties.
X. Legal Notice
a.) MTA Messtechnik GmbH as the contractor may attach an appropriate reference to its company name to the contractual products even without the consent of the customer.
b.) Other arrangements shall require written form.
XI. Final Provisions
a.) Any and all orders placed by us shall be subject to Austrian law. However, the application of the uniform UN Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
b.) The place of jurisdiction and place of fulfilment shall be the headquarters of the contractor, i.e. of MTA Messtechnik GmbH. Deviations from the present Terms and Conditions shall require our explicit written confirmation.
c.) Upon placement of the order, the Terms and Conditions of Sale of MTA Messtechnik GmbH shall be deemed to have been accepted.
d.) If individual regulations are ineffective either in whole or in part, this shall not affect the effectiveness of the remaining clauses and/or of the remaining parts of such clauses. Instead, the respective legal regulation shall apply.
Status as of: November 2011