General Terms and Conditions of ASTORplast GmbH as of 06/18

I. General Provisions

1.) These General Terms and Conditions form an integral part of every offer by ASTORplast GmbH and of every contractual relationship concluded with it. The mutual rights and obligations of the contracting parties are determined exclusively by the content of the order accepted by ASTORplast GmbH and these General Terms and Conditions.

2.) Oral side agreements are invalid. Additions and amendments to orders require written form to be effective.

3.) Differing terms and conditions of the contracting partner do not bind ASTORplast GmbH, even if they state their validity as an express condition. Differing terms and conditions other than those of ASTORplast GmbH are only valid if expressly confirmed in writing by ASTORplast GmbH. In the event of a conflict with other terms and conditions, the General Terms and Conditions of ASTORplast GmbH or a more favorable provision for ASTORplast GmbH shall apply in any case.

4.) Any invalidity of individual provisions of these General Terms and Conditions does not affect the validity of the remaining General Terms and Conditions. In place of the invalid provisions, the provision that comes closest to the invalid provision in terms of its meaning and purpose shall become effective.

5.) By signing and returning the order form or, in the context of electronic business and legal transactions, by submitting the order declaration electronically, the contracting partner of ASTORplast GmbH confirms that they have read these General Terms and Conditions, are familiar with them, and accept them without reservation.

6.) The contracting partner must pass on these General Terms and Conditions in substance to any third-party companies, subcontractors, clients, etc., who have an actual or legal interest in the contractual relationship with ASTORplast GmbH, or bring the content of the General Terms and Conditions to their attention.

7.) Amendments to the General Terms and Conditions may be made by ASTORplast GmbH at any time, but exclusively in writing, and are also effective for existing contractual relationships if they do not grossly disadvantage the contracting partner.

8.) The General Terms and Conditions of ASTORplast GmbH also apply to all future business relationships, even if they are not expressly agreed upon again.

II. Conclusion of Contract

1.) Offers are issued only in writing, are non-binding and subject to change.

2.) A contractual relationship between ASTORplast GmbH and its contracting partner is only established when the contracting partner has sent the duly executed order to ASTORplast GmbH and this is confirmed by ASTORplast GmbH with an order confirmation. Deviations from the ordered products such as material, dimensions, color, quantity or price must be objected to immediately upon receipt of the order confirmation. Later objections can no longer be accepted.

3.) Oral declarations have no validity unless they are confirmed in writing by ASTORplast GmbH. Only written fixed-price commitments are binding.

4.) If the contracting partner withdraws from an order – for whatever legal reason – ASTORplast GmbH is entitled to demand at least 30% of the gross sales price for the costs incurred in processing the order and the lost profit. Any higher damage to ASTORplast GmbH remains unaffected. The burden of proving lesser damage lies with the contracting partner.

III. Remuneration

1.) The purchase prices stated in the offer or in the order confirmation and the other prices stated therein apply. Unless otherwise agreed, all prices are in euros and exclusive of VAT and without discount, as well as ex warehouse including packaging, disposal costs, etc. If free delivery has been agreed, this freight applies free to the agreed destination. Additional costs due to other shipping methods such as express goods, air freight, courier shipment, etc., are borne by the customer.

2.) Incidental expenses, costs for shipping and packaging, as well as other services that ASTORplast GmbH must provide as ancillary services and that are not expressly included in the offer but are useful for the fulfillment of the order, are to be remunerated in any case according to actual expenditure.

3.) The basis of the prices is the total shipping units. The minimum invoice value per order is € 180 net. If the goods value is lower, it will be charged up to € 180.

IV. Delivery

1.) The delivery promised by ASTORplast GmbH does not begin before clarification of all organizational and other details of the order.

2.) Promised delivery dates are met to the best of our ability. However, the specification of delivery dates is non-binding, and no claims for compensation arise for the contracting partner against ASTORplast GmbH due to late delivery. All deliveries are made at the expense and risk of the contracting partner.

V. Retention of Title

1.) The items delivered by ASTORplast GmbH remain the property of ASTORplast GmbH until full payment of the price including VAT, the interest associated with the purchased item, and the costs associated with the enforcement of this contract.

2.) As long as the retention of title exists, any sale, pledge, transfer of ownership as security, or other transfer of the delivered goods to third parties is prohibited.

3.) The contracting partner undertakes to make the retention of title known to its contracting partners or any third parties possibly affected by it, to mark the items subject to retention of title with appropriate labels, and to inform third parties about the labeling and its meaning.

4.) In the event of non-payment, the contracting partner gives consent that ASTORplast GmbH may independently remove or repossess its property.

5.) Should the delivered goods be sold to third parties before payment of the full purchase price contrary to the General Terms and Conditions, the purchase price claim is deemed to have been assigned by the contracting partner to ASTORplast GmbH at the time of sale. The contracting partner undertakes to safeguard the proceeds thus obtained and to hand them over to ASTORplast GmbH.

VI. Warranty and Liability

1.) ASTORplast GmbH warrants that the goods it delivers are in accordance with the current state of the art and free from defects. It does not warrant defects and damage arising from unsuitable or improper use, from non-observance of application instructions or processing guidelines, or from incorrect or improper handling. ASTORplast GmbH does not carry out a suitability test of the selected product or of the substrates of the bonding points to be bonded. Only the technical data sheets of the products apply. The purchaser has the obligation to carry out the processing guidelines and the technical data sheets, as well as the required testing of the substrate for its suitability, and to pass this on to the actual processor. In any case, the contracting partner or processor bears the burden of proof that they have carried out these guidelines and the required testing of the substrate, because they have sole influence over it.

2.) Defect notifications must be made by the contracting partner in writing immediately upon receipt of the delivery, but no later than within 8 days, otherwise they are excluded, regardless of their status as a merchant or entrepreneur. However, they do not entitle the withholding of invoice amounts.

3.) If obvious defects are present in the goods, the contracting partner must have these confirmed immediately by the supplier on the waybill/roll card or delivery note with their signature. Otherwise, the contracting partner is not entitled to demand compensation from ASTORplast GmbH.

4.) The rights of the contracting partner to refuse their contractual performance pursuant to § 1052 ABGB to obtain the counter-performance, as well as their statutory rights of retention, are excluded.

5.) Claims for damages exist only if ASTORplast GmbH is guilty of gross negligence, whereby this negligence must be proven by the contracting partner or any other injured third party. ASTORplast GmbH assumes no liability for consequential damages and lost profits of the contracting partner.

6.) ASTORplast GmbH is not liable for lesion beyond moiety pursuant to § 934 ABGB.

7.) The information provided by ASTORplast GmbH is given to the best of its knowledge and belief, as well as on the basis of the information made available to ASTORplast GmbH by its suppliers. If a delivered product is not suitable for the intended use by the contracting partner, the contracting partner cannot derive any claims for compensation from this.

VII. Liability under the Product Liability Act

1.) The contracting partner expressly waives the assertion of property damage that they suffer through the use of the delivered products in the course of their business. In the event that the contracting partner resells the goods to another entrepreneur, they undertake to pass on the above waiver pursuant to § 9 PHG to their contracting partner. Should this transfer not take place, the contracting partner undertakes to indemnify and hold harmless ASTORplast GmbH and to reimburse all costs incurred by ASTORplast GmbH in connection with the liability claim.

2.) The contracting partner waives all recourse claims against ASTORplast GmbH under the PHG in the event that they themselves are held liable under the PHG.

VIII. Payment Terms

1.) Invoices are due for payment within 30 days of receipt of the goods. Payment terms granted by ASTORplast GmbH may be revoked at any time and without giving reasons.

2.) After the due date, the contracting partner is obliged, regardless of fault, to pay default interest at the rate of 12% p.a. Furthermore, the contracting partner is obliged to pay all own reminder or collection costs and legal fees.

3.) In the event of default, the contracting partner undertakes to pay an amount of € 15.00 net per 14-day reminder issued and an amount of € 5.00 net per quarter for maintaining records of the debt relationship per reminder system. Claims beyond this remain unaffected.

4.) If, after conclusion of the contract, a significant deterioration occurs in the financial circumstances of the contracting partner, all claims become immediately due. If bankruptcy or composition proceedings are opened over the assets of the contracting partner, or even if only an application for the opening of bankruptcy or composition proceedings is filed, this entitles ASTORplast GmbH to immediate termination of the contract or cessation of all services.

5.) If payment terms are granted, loss of payment terms occurs if the contracting partner is more than seven days in arrears with even one payment.

6.) All payments are to be made with debt-discharging effect exclusively to Raiffeisenlandesbank OÖ, IBAN: AT29 3400 0001 0611 7261, BIC: RZ00AT2L.

7.) If the contracting partner is in default with payments, even if these are not related to the respective order, to ASTORplast GmbH, this entitles ASTORplast GmbH to withhold its services without the contracting partner being entitled to any claim for compensation or other claim.

8.) In the event of payment default, ASTORplast GmbH is entitled, apart from its other rights, to demand damages for non-performance at its option, or to withdraw from the contract without prejudice to any claims for damages.

IX. Assignment and Set-Off

The contracting partner of ASTORplast GmbH is not entitled to assign claims arising from this contract to third parties or to set off any claims they may have against the claims of ASTORplast GmbH.

X. Electronic Data Processing

1.) The contracting partner expressly agrees that the data necessary for the business relationship will be recorded and processed electronically by ASTORplast GmbH.

2.) ASTORplast GmbH refrains from passing on this data to third parties.

XI. Data Protection and Confidentiality

1.) Personal Data and Processing
The contractor stores the client’s data electronically in its database for the purposes of order fulfillment and further support of the client. Further information can be found in the “Data Protection” section on the contractor’s website. If no purchase contract is concluded, the data of the client (prospect) will be stored for advertising purposes. The client (prospect) has the option at any time to have their data deleted by the contractor.

2.) Disclosure of Data to Third Parties
Data is only disclosed to third parties (e.g., licensors, shipping companies, banks, legal representatives in business cases, accountants, courts in relevant cases, administrative authorities in relevant cases, participating contractual and business partners, providers (IT service providers), insurance companies in relevant cases) if this is necessary for contract fulfillment.

3.) Right of Access (Art. 15 GDPR)
The client has the right at any time pursuant to Art. 15 GDPR to obtain information about all data stored about them by the contractor. The e-mail address set up for this purpose at the contractor is: info@astorplast.at

4.) Confidentiality
The contractor undertakes to bind its employees and vicarious agents to confidentiality of data pursuant to § 6 Data Protection Act (DSG) and Art. 28 Para. 3 GDPR in the applicable version. A separate confidentiality declaration can be requested from the contractor.

XII. Place of Performance, Jurisdiction and Applicable Law

1.) The registered office of ASTORplast GmbH in 4052 Ansfelden, Austria, is agreed as the place of performance and payment.

2.) For all possible disputes arising from this contractual relationship, the contracting parties agree to Austrian jurisdiction and the exclusive competence of the competent court in Linz.

3.) For all disputes arising from this contract, the contracting parties agree to the exclusive application of Austrian law. The application of the Vienna Convention on Contracts for the International Sale of Goods (UN Sales Law), as well as all legal Austrian standards, is excluded.

XIII. Conclusion of Contracts in Electronic Commerce

1.) In the context of electronic commerce, a contractual relationship for orders over € 2,000 or for new customers is only established if ASTORplast GmbH confirms acceptance of the order.

2.) The General Terms and Conditions can be accessed, downloaded, printed and saved by any user and by the contracting partner on the ASTORplast GmbH website.

3.) By submitting an order via electronic commerce, the contracting partner agrees to the validity of the General Terms and Conditions of ASTORplast GmbH and thereby simultaneously declares that they have also read them.

Download