(valid from 01.11.2021)
The General Terms and Conditions (hereinafter referred to as GTC) govern all relationships between JFJ GmbH (seller, supplier, service provider) and the customer (buyer/client) with regard to the delivery of materials, individual parts, products and/or equipment and/or the provision of services. These Terms and Conditions shall be applied in all matters, even if they are not expressly stated in the offers or order acceptance documents. If parts of these terms and conditions become ineffective, the reduction that preserves the validity and the sense and purpose that comes closest to the ineffective provision shall apply.
DEFINITION OF TERMS
a) For the purposes of these General Terms and Conditions (GTC), it is agreed that:
SELLER/DELIVER/SERVICE PROVIDER: JFJ GmbH
CUSTOMER/BUYER/CUSTOMER: The natural or legal person who purchases the Product under these T&C.
PRODUCT/Goods: The materials, component parts, products, equipment and/or services to be supplied.
b) The product to be delivered under these Terms and Conditions is exclusively that which is specified in the respective offer / order form / invoice.
c) These Terms and Conditions apply to the delivery of any kind of products marketed by JFJ GmbH, regardless of the way in which the contracting parties formulate or formalize the respective agreement. Any change or amendment to these T&C must be agreed upon by signature or at least in writing with corresponding counterconfirmation by JFJ GmbH, otherwise it is invalid.
All designs, documents or technical information relating to the product may not be used for purposes other than the assembly, installation or maintenance of the product itself without the express consent of JFJ GmbH.
a) Offers that do not specify an expiration date are understood to be non-binding. The prices and other conditions of the offers are indicative and require further confirmation by JFJ GmbH in the form of an order confirmation.
b) The data contained in the appendix, such as catalogs, illustrations, drawings, technical documents, etc., are for orientation purposes only and do not constitute any obligation on the part of the supplier. Claims cannot be derived from this.
ENTRY INTO FORCE OF THE AGREEMENT
The contract comes into force when JFJ GmbH informs the customer in writing about the acceptance of the order or the order and the customer has fulfilled his obligations until then.
a) Unless otherwise stated, the prices indicated are for the Product excluding transport and without packaging (ex works), at the Supplier’s warehouses, and are based on Euro parity with the currencies of the countries of origin of the Products at the time of the offer. In the event of a change in this parity, the Supplier reserves the right to change the prices proportionally.
b) In addition, prices are calculated on the basis of the cost price at the place of origin, transportation, insurance, customs duties, customs fees, taxes and exchange rates in force on the date of each offer, so that the change of any of these elements will change the corresponding price, which may be subsequently corrected.
GENERAL TERMS OF PAYMENT
a) The Supplier shall determine the respective specific payment terms for the delivery of the Product(s).
b) If after the expiry of 14 (fourteen) days from the date of the invoice no other period has been agreed between the parties and the relevant amount has not been received, it shall be considered overdue, which shall eliminate the Supplier’s obligation to deliver and perform the contract (if any).
c) In the case of invoicing for partial deliveries, payment shall be made within the agreed payment periods for each partial delivery.
d) The Supplier shall charge the Purchaser fees in the statutory amount (default interest) on the value of invoices that are not paid when due.
e) Payments not made on the agreed terms shall entail on the part of the Supplier the full right to appropriate compensation, in particular:
- The forced collection of the amounts owed, with all related costs, both judicial and extrajudicial, to be borne by the buyer/principal; or
- The cancellation or termination of the respective contract, whereby all costs related to the cancellation of the order, including also the repatriation of equipment and capital immobilization, shall be borne exclusively by the customer.
f) No claim on the part of the customer can justify delays in payment or missed payments.
RETENTION OF TITLE
All delivered goods remain the property of the supplier until they have been paid for in full. The customer undertakes to take all necessary measures to protect the property.
a) The delivery term is set for normal working conditions, so the Client may be forced to review it if situations of force majeure occur.
b) From the information contained in para. a) mentioned reason, the supplier cannot be held liable for direct or indirect damages resulting from the delay in the delivery of orders due to delays in the delivery of machinery, raw materials or parts to be purchased on the market or imported from abroad.
c) in case of foreign production and the necessity of import, some products can be delivered only after the payment of the same to the manufacturers, for which the presence of foreign currency for import is necessary and in case of non-presence or delay the supplier cannot be held responsible.
- d) The supplier can also not be held responsible for compliance with the established deadlines if there is a delay in the delivery by the customer of elements that are essential for the execution of the respective order.
e) The Customer’s delay in fulfilling the obligations affecting the delivery term allows the Supplier to delay the same.
- f) Since the respective contractual offer is formulated as “pending sale”, it shall be deemed valid only if the products that are the subject of the delivery are in stock at the time of receipt of the respective order.
PLACE OF COMPLIANCE
a) Unless otherwise agreed, the place of performance of the delivery obligation shall be the Supplier’s place of business.
b) The loss or deterioration of the product for reasons beyond the control of JFJ Ltd. shall be borne by the customer for the duration of the condition precedent (” Retention of Title” – CLAUSE 7), unless the product is delivered to the buyer/client under retention of title.
c) In the case of a product which the Supplier is required to send to a place other than the place of performance on the basis of an agreement between the Parties, the transfer of risk shall take place upon handover to the carrier or shipper of the product or to the person for carrying out the shipment.
(a) Notwithstanding the provisions of CLAUSE 6 and paras. d) and e) the CLAUSE 6, the contract offer is valid for acceptance within the period specified therein, provided that the prices quoted do not change during this period.
b) After this date, the Supplier reserves the right to make adjustments to market conditions and to revoke the offer.
a) The warranty of delivery extends to the period specified in the order and, unless otherwise specified, for a period of 12 months from the date of delivery. The Supplier undertakes to repair and, if necessary, replace as soon as possible the Products that are proven to have design defects, poor quality of materials used or defective workmanship, and provided that there were no defects in assemblies or other by the Buyer/Client or improper use of the Product.
b) For the purposes of paragraph a) of this clause, the buyer/client must complain in writing about the defect within 30 days of knowledge and within 12 months from the date of the delivery bill. If the defect can cause damage, the complaint must be made immediately and as soon as possible.
c) The complaint must be made in writing and must contain a summary description of the defect.
d) The rights arising from this forfeiture clause shall expire after expiry of the period referred to in paragraph a) without the Purchaser/Customer having made a complaint, or within 12 months, not including the time spent on the repair work, in which case the Supplier shall be released from all obligations.
e) After replacement of all items and parts, ownership of the replaced items and parts shall pass to JFJ GmbH.
f) For products that are not manufactured by JFJ GmbH, only the warranty conditions that the respective manufacturer grants to JFJ GmbH apply.
g) It is expressly agreed that JFJ GmbH is not liable for any loss of production or costs incurred by the buyer/client and that any costs incurred by the buyer/client may not be charged to JFJ GmbH.
h) Natural wear and tear of products or failures that may occur due to causes other than manufacturing defects are excluded from the warranty.
i) The warranty shall not apply if the purchaser or a third party carries out modifications or repair work on his part without the written consent of the supplier or if the purchaser/client does not immediately take suitable measures to prevent more serious damage and to give JFJ GmbH the opportunity to remedy the defect.
a) If the buyer/client has not submitted the complaint in accordance with point b) of CLAUSE 11 made, and if JFJ GmbH does not find any defects or failures in product parts, JFJ GmbH has the right to be compensated for the costs and expenses incurred as a result of the notification.
b) Without prejudice to CLAUSE 9 on the transfer of risk, the buyer/client shall bear all costs and risks of transporting the product or its components to the headquarters of JFJ GmbH, unless otherwise agreed.
c) In the event of failure to properly remedy a defect in a product.
- the buyer/client has the right to a price reduction proportional to the devaluation of the product, limited to a maximum of 10% of the sales price;
- the purchaser/client may withdraw from the contract if the defect is so substantial that it permanently impairs the intended use.
COMPLAINTS AND RETURNS
a) Any complaint to the supplier must be made in writing by the buyer/client so that receipt is registered and confirmed.
b) Return shipments shall only be accepted with the written approval of the supplier. In case of acceptance, each return will result in a credit note by the supplier for the amount of the invoice minus at least 5% due to quality control and storage costs.
c) Acceptance of the returned product is conditional on the material or equipment being in good condition and in its original packaging.
Cancellation of an order previously made by the customer in writing will not be accepted and is inadmissible. If the cancellation is exceptionally accepted, JFJ GmbH reserves the right to charge at least 25% of the net value of the order as cancellation costs.
a) For the settlement of disputes arising from contracts or contract initiations between JFJ GmbH and the customer or the interpretation or application of these General Terms and Conditions, the ordinary court in the district of Ried im Innkreis (Austria) shall have exclusive jurisdiction.
b) It is expressly agreed that the law of the Republic of Austria shall apply. However, the application of UN sales law is expressly excluded.