General Terms of Sales and Delivery

General items

1.    Any present and future business relation between Halmer GmbH (“Halmer”) and Buyer (including verbal orders and orders by telephone) shall be governed by the here present Terms of Sales and Delivery (“the Terms”). Exceptions from these Terms must be put down in writing. Buyer agrees to be bound by these terms if not otherwise than by accepting the delivery of goods.
2.    Quotations shall not be deemed binding, i.e. Halmer is entitled to accept or to re-fuse orders placed in accordance with the prices and conditions quoted before.
3.    Prices are fixed. However, Halmer is entitled to charge prices valid on the day of delivery. In the event that Customer refuses to accept, Halmer is entitled to with-draw from the contract. Packing and forwarding costs shall be charged sepa-rately.
4.    All invoices are payable in EURO unless stated otherwise.

Terms of payment

5.    Our invoices are payable within 30 days from date of invoice without any deduc-tion. In the event of payment by draft Halmer is entitled to charge the usual bank-ing expenses.
6.    Checks and drafts shall be considered valid payment only if they are honoured.
7.    Buyer shall not offset his/her claims with our claims. Furthermore, payment shall not be influenced by any claim of defectiveness prior to a legal decision by the court. Customer payments shall be reckoned up with interest, expenses, and costs of all kind first, followed by the least secure part of the claim. Any opposing statement (certain dedications made by Buyer) shall be ineffective. Halmer re-serves the right (divergent from afore-mentioned Terms) to supply goods only against payment in advance, cash on delivery, or security. Payments in advance shall yield no interest.

Delay of payment

8.    Any delay of payment caused by Buyer shall render any discounts and deferred terms (including wholesale discounts, etc.) ineffective, also with respect to other receivables. In such an event, any claims shall become payable right away. From the date of expiration Halmer shall charge an annual interest-rate of 7% above the discount rate published by the Austrian National Bank. Any delay of payment caused by Buyer, even if concerning another business transaction, shall entitle Halmer to demand advance payment or to withdraw from the contract. In addition, such a case shall entitle Halmer to repossess goods under reservation of prop-erty, which does not necessarily mean a withdrawal from contract. Buyer shall re-ceive a credit note amounting to the current value of the goods repossessed in the aforementioned way. The non-acceptance of ordered goods shall not entitle Buyer to refuse payment of the amount quoted for the ordered merchandise. In the event of delay of payment and delayed acceptance of goods all expenses re-sulting therefrom shall be for Buyer’s account.

Reservation of property

9.    All goods shall remain the full property of Halmer until complete payment is made (cf. Article 7). Mixing with other goods and/or processing shall result in a joint-property of Halmer of the new product in accordance with the relative value of the components supplied by Halmer. In the event that Buyer should resell the goods or products originating from mixture or processing of our goods, Buyer shall inform his/her customer explicitly about the joint property of Halmer and payment shall be made to Halmer. Receipts from such transactions shall be credited to Buyer. In case of resale of the goods on credit the reservation of property is transferred to the claim of payment. Halmer may, at any time, advise debtors thereof, the names of which Buyer shall communicate to Halmer. Buyer shall advise Halmer and the third party/parties without delay about any actions that may endanger the reservation of proprietary rights (such as seizure).

Delivery

10.    Indicated delivery times shall not be binding. In particular, Halmer shall not accept any responsibility for delays of delivery resulting from the events mentioned hereafter. Unforeseen events such as “force majeure”, war, riots, lack of raw material, breakdown of production, strike, delays in transport, and other happenings beyond the control of Halmer entitle Halmer to defer delivery or to withdraw from the contract. Partial shipments shall be allowed. The risk of the goods (such as loss, reduction, damage, delay, etc.) shall pass to the buyer at the moment the goods are handed over to the shipping/haulage company or the buyer himself/herself. Upon Buyer’s request Halmer shall effect transport insurance at the expense of Buyer. Buyer shall specify the kind and amount of the insurance.

Drawings and documents

11.    Halmer reserves the sole right of property and copyright of any drafts, cost esti-mates, and other documents. Such documents shall be entrusted to Buyer per-sonally and must not be copied or given to third parties without the written con-sent of Halmer. Upon request, such documents shall be returned to Halmer im-mediately. Any noncompliance with this obligation shall make Buyer liable for damages and entitle Halmer to withdraw from the contract.
 
Shipment

12.    Halmer shall choose the means of transport to be used and the place of dispatch. Any special shipping requests on the part of Buyer shall be placed to Buyer’s ac-count.

Liability for defects

13.    a) Evident defects:
Buyer shall complain to Halmer in writing immediately upon the receipt of goods that are obviously defective as otherwise such goods shall be considered accepted by Buyer.
13. b) Hidden defects:
Halmer shall warrant for defective goods but not for any application-technological advice given. As soon as a hidden defect becomes evident Buyer shall inform Hal-mer immediately and in writing as otherwise such defect shall be considered ac-cepted by Buyer.
In the event of a justified complaint shall shall be entitled at their own choice
a.    to send a replacement against return of defective parts
b.    to repay the purchase price and to withdraw from the contract
c.    to credit the reduced market value of the goods while maintaining the pur-chase contract.
Any claims of Buyer shall expire unless Buyer asserts such claims within 30 days following the deliver of the goods.

Compensation

14.    Halmer shall not accept any claims for compensation unless in case of gross negligence. In such cases the burden of proof rests with Buyer.

Place of performance / place of jurisdiction

15.    All business dealings with Halmer shall be governed by Austria law.
16.    These Terms of Sales and Delivery shall be construed on the basis of the Ger-man text version, only.
17.    The place of performance and jurisdiction is Vienna, Austria.