GENERAL TERMS AND CONDITIONS
AIDA Chocolaterie & Großkonditorei
Area of application
These conditions apply to all deliveries and other services of our company. Deviations from these terms of delivery shall only become legally effective with our express written confirmation and shall only be valid for that individual business transaction.
Our offers and cost estimates are non-binding and are valid for 14 days from the date of the offer. Other validity must be regulated separately. The descriptions, information and prices contained in our catalogues, brochures, business displays and the like are only relevant insofar as they expressly become part of the contract.
All deliveries are made exclusively at those prices which are shown in our current price list at the time of the order. The prices are exclusive of VAT for companies and inclusive of VAT for end customers. Unless expressly agreed otherwise in writing, prices shall be ex works or ex our warehouse in 1210 Vienna, Schönthalerstrasse 1; i.e. excluding the costs to be paid by the customer for packaging, loading and insurance as well as any customs duties and other expenses.
The delivery dates are reserved to the respective agreement in the individual case. Delivery shall be deemed to have been made as soon as the goods have left the shipping point (1210 Vienna, Schönthalerstrasse 1), whereby transport shall be, without exception, at the customer’s risk. We are entitled to make and invoice advance deliveries and partial deliveries. If the deviation from the total quantity does not exceed or fall below 10%, the customer is obliged to accept this excess or short delivery at the price calculated on a pro rata basis. In cases of force majeure, we shall be entitled to extend the delivery period appropriately without being in default. Our obligation to deliver shall be suspended as long as the customer is in default with a payment, also from other obligations and duties existing to our benefit. The assertion of claims against us due to delay in delivery or non-performance of the contract is only permissible in the event of gross negligence. A delay demonstrably caused by our gross negligence shall entitle the customer to withdraw from the relevant delivery only after setting and expiration of a reasonable grace period. If the customer insists on the fulfilment of the contract, a compensation for delay of half a percent, but a maximum of 5% of the invoice value of that part of the affected delivery or service which cannot be used as a result of late delivery of an essential part, can be claimed per completed week of delay, provided that the customer has suffered demonstrable damage to this amount. The assertion of further claims for damages by the client is excluded in any case. In the event of default in acceptance on the part of the customer or if the performance, commencement or continuation of our services is impossible for reasons for which the customer is responsible or is further delayed despite setting a grace period, we shall be entitled to store the goods at the customer’s expense and to withdraw from the relevant delivery or the underlying contract after a reasonable period of time, whereby the customer shall in this case be obliged to compensate us for all damages incurred.
Place of performance and transfer of risk
Irrespective of the terms of payment agreed for the delivery, the risk shall pass to the customer as soon as the delivery item leaves the factory or our warehouse. The place of performance for all services arising from the contractual relationship is Vienna.
Any agreements on quality inspections or sample goods shall not affect the provisions on transfer of risk and place of performance.
Place of jurisdiction and choice of law
For all disputes arising from the contractual relationship, including the question of the valid conclusion and the pre- and aftereffects of the contract, the jurisdiction of the court of competent jurisdiction in Vienna shall be agreed. Over and above this, we shall be entitled to exercise the jurisdiction of the arbitral tribunal of the Vienna Commodity Exchange agreed as a further place of jurisdiction. Austrian law shall apply exclusively to all contracts, whereby the application of the provisions of the UN Convention on Contracts for the International Sale of Goods and the IPRG shall be excluded by mutual agreement.
The entire purchase price as well as the fees for all ancillary services are due for payment when the goods are handed over to the customer. In the case of payment by cheque, payment shall only be effected after crediting has been effected. The payment will be confirmed by us either on the invoice form or on a specially created receipt form. The client is not entitled to withhold payments due to alleged warranty claims or claims of any other kind or to offset them against counterclaims of any kind whatsoever. If the customer is in arrears with payments or other services, we shall be entitled to postpone the fulfilment of our obligations until the overdue payment and other services have been effected or to withdraw from the relevant delivery or the underlying contract with immediate effect by asserting all damages incurred by us, to make any loans granted and other credits, also from other legal transactions, due and payable with immediate effect (missed deadline); to charge default interest at the rate of 12.5% p.a. as well as a reminder fee to the amount of € 21.50. The goods shall remain our property until all claims from all legal transactions with the customer have been settled in full. The customer must comply with the labelling obligations and other formal requirements to safeguard the retention of title. In the event of seizure or other access by third parties to the goods, the customer is obliged to point out our ownership immediately and to inform us of this immediately.
The customer shall be obliged to carefully inspect the goods delivered by us immediately after delivery and to notify us in writing of any defects without undue delay, at the latest within eight days, and to give substantiated notice of them, otherwise excluding us from all claims, in particular claims for damages. Warranty claims must be asserted in court within six months of handover, otherwise they expire. Defects of a part of the delivery do not lead to a complaint re the entire delivery. Defects caused by negligent or improper handling of the goods by the customer or a third party are not covered by the warranty. In the event of a justified and timely notice of defect, we shall be entitled, at our discretion, to fulfil warranty claims by either a replacement delivery or a credit note, in each case concurrently with the return of the delivery complained about.
We shall be liable exclusively for gross negligence and for damage directly caused to the object of our delivery. Further claims of the customer, such as compensation for lost profits or consequential damages, are expressly excluded.
A withdrawal from the contract by the customer requires our written consent. In the event of unjustified withdrawal from the contract, we shall be entitled to insist on compliance with the contract or to prescribe an immediately due contractual penalty to the amount of € 1,000.00 not subject to the judicial right of moderation. We expressly reserve the right to assert additional claims for damages, in particular due to lost profits, even in the event of payment of the contractual penalty. Should we become aware of negative information about the financial situation of the customer after conclusion of the contract, we shall be entitled to make the provision of services dependent on immediate payment or bank security of the total remuneration or to withdraw from the contract by asserting claims for damages. Should judicial insolvency proceedings be initiated against the client’s assets or should a petition for bankruptcy be rejected for lack of assets to cover costs, we shall be entitled to withdraw from the contract with immediate effect. In the event of our justified withdrawal from the contract, the assertion of claims by the customer is excluded, insofar as these do not concern the reimbursement of services rendered by both parties. After termination of the business relationship, for whatever reason, the customer must immediately return the loaned equipment or other loaned objects to us in a condition corresponding to normal wear and tear. Furthermore, in this case we shall be entitled to reclaim goods or other items provided without offsetting or to invoice the current list price for them.