General Terms and Conditions
of „GGW“ Gruber & Co. GmbH
1. General information
1.1 The following General Terms and Conditions (GTC) apply to all business relations between “GGW” Gruber & Co. GmbH, hereinafter referred to as “GGW”, and the Customer. The GTC version as amended at the time when a contract is entered into shall be authoritative. By placing an order or accepting a delivery or service, Customer acknowledges the GTC and gives his consent within the meaning of the privacy statement under clause 9 of these GTC.
1.2 Even if known, contracts will not be subject to diverging, conflicting or supplementary General Terms and Conditions unless these have expressly been agreed upon in writing.
2. Entry into contract and terms of delivery
2.1 All offers made by GGW are subject to change and non-binding. We reserve the right to reasonable technical and other changes. The sending of a price list does not constitute an offer. Orders received in response to general offers, circulars or price lists shall only be binding on GGW if accepted by GGW in writing. Verbal arrangements or agreements by phone as well as verbal and written agreements made with representatives of GGW shall only be binding if confirmed in writing by bodies authorised to represent GGW.
2.2 By placing an order, the Customer declares a binding offer to contract. If goods or services are ordered via electronic channels, GGW must confirm receipt of the order. Confirmation of receipt does not constitute binding acceptance of the order unless expressly declared by GGW in the form of an order confirmation.
2.3 GGW shall be entitled to refuse acceptance of the order, e.g. after having checked Customer’s creditworthiness. Entry into the contract shall be subject to the proviso of possible non-performance or partial performance on our part in the event of incorrect or improper delivery by our suppliers. Partial deliveries shall be permissible.
3. Delivery periods
3.1 Unless otherwise agreed, delivery periods are non-binding indications, with GGW always using its best efforts to comply with specified deadlines. Delivery periods agreed upon shall be defined as the period starting on the date of order confirmation provided that handling- or order-related processes (e.g. approval of design drawings) are not disrupted by Customer. Exceeded deadlines will not entitle Customer to rescind the contract. Claims for damages on grounds of exceeded delivery deadlines shall be excluded, except for cases involving intent and gross negligence.
3.2 Delays due to force majeure or similar unforeseeable events beyond GGW’s control shall discharge GGW from its obligation to timely delivery. In such cases, GGW shall have the right to discontinue further deliveries without any title to damages and without any obligation to make subsequent deliveries.
4. Retention of title
4.1 GGW retains title to all goods it delivers until the purchase price has been paid in full.
4.2 Customer shall treat goods subject to retention of title with care. If maintenance and inspection work is necessary, Customer shall carry out such work regularly at his own expense. Customer shall, without delay, inform GGW in writing of all access to the goods by third parties, including, without being limited to, enforcement measures, as well as of any damage to or destruction of the goods. Customer must immediately notify GGW in writing of any changes in ownership of the goods and in his own address. Customer shall reimburse GGW for all damage and costs resulting from a breach of these obligations and from any intervention measures required against access to the goods by third parties.
4.3 GGW shall be entitled to rescind the contract and demand return of the goods in the event of breach of contract by Customer, including, without being limited to, default in payment.
4.4 Customer shall be entitled to resell the goods in the ordinary course of business. He hereby assigns to GGW already now any and all claims in the amount invoiced accruing to him from the resale to a third party and undertakes to make a related note in his accounts or on his invoices. GGW accepts such assignment. After assignment, Customer shall be authorised to collect the claim. GGW reserves the right to collect the claim itself as soon as Customer defaults on payment. The consent to resale, processing or combination shall expire without further notice as soon as Customer is insolvent or defaulting on the fulfilment of his contractual obligations.
4.5 Customer shall always handle and process goods in the name and on behalf of GGW. If the goods are processed, GGW shall acquire co-ownership of the new article in proportion to the value of the delivered article. The same shall apply if goods are processed or combined with other articles not belonging to GGW.
4.6 GGW reserves all exploitation rights to cost estimates, drawings and other documents. Such documents may only be made accessible to third parties with GGW’s express written consent.
5. Prices, terms of payment
5.1 Offered prices are current prices, calculations are based on the prices applicable on the day of delivery and will be valid until further notice.
5.2 Unless otherwise stated, GGW’s prices and all offers and calculations are in euro, subject to change without notice, unpackaged ex warehouse Vienna. If no prices have been agreed, orders shall be invoiced at the prices valid on the day of invoicing. The statutory value added tax applicable at the time shall be added to the prices.
5.3 If prices are agreed before the delivery date, such prices will be based on the cost factors applicable at the time when the contract was entered into. In the event that wage and/or material costs increase between entry into the contract and time of delivery, GGW shall accordingly be entitled to surcharges.
5.4 In the absence of other agreements, invoices shall be due for payment immediately, without deduction and free from expenses. Employees of GGW will only be entitled to accept payments if they present a power of attorney for collection.
5.5 No interest shall be due on agreed advance payments or payments on account.
5.6 Vienna shall be the place of performance and payment.
5.7 Customer will not be entitled to withhold payments or to offset counterclaims unless these have been established with final effect or recognised by GGW.
5.8 In the event of default in payment, GGW shall be entitled to charge its own costs of credit and at least default interest at a rate of 5% above the base interest rate. The defaulting Customer undertakes to bear any and all costs associated with the collection of outstanding amounts, including, without being limited to, collection charges or other costs arising from appropriate legal action. In the event of default in payment, all claims due to GGW from Customer shall become due for immediate payment.
6. Passing of risk
6.1 Even in the event of partial deliveries, the risk of accidental destruction and deterioration of the goods shall pass to Customer upon delivery. Unless otherwise agreed, goods will exclusively be delivered ex warehouse Vienna. In the case of dispatching sale, risk shall pass to Customer upon completion of loading at the warehouse in Vienna; this shall also apply if GGW uses its own means of transport or in the event of carriage-paid delivery. If transfer, dispatch or loading is delayed for reasons beyond GGW’s control or if transfer, dispatch or acceptance is prevented for such reasons, risk shall pass to Customer when the goods are made available or upon notification of readiness for dispatch or acceptance.
6.2 Transport insurance shall only be taken out by GGW at the express request and expense of the Customer.
6.3 In the case of data download and transmission via the Internet, the risk of data loss and alteration shall pass to Customer when data pass the network interface.
7. Warranty and damages
7.1 Customer must inspect goods for defects and damage immediately after delivery. Notices and complaints in respect of defects and damage must be sent to GGW by registered letter immediately after their occurrence. In the event of delayed defect complaints or delayed notification of damage, any and all warranty and compensation shall be excluded unless this is barred by mandatory provisions of law.
7.2 In the event that Customer or third parties modify or repair the goods without the consent of GGW, in the event that the Customer breaches assembly or operating instructions, in the event that agreed operating conditions are disregarded or the goods are handled or stored improperly, any and all warranty and compensation for damage shall be excluded. The same shall apply if the Customer does not grant GGW a reasonable period of time and opportunity to remedy defects or repair goods. As long as the Customer has not fulfilled his obligations under the contract, which shall be deemed to include, without limitation, arrears with agreed payments in whole or in part, any and all warranty and compensation shall be excluded.
7.3 The warranty period shall be six months from transfer of risk (clause 6.). Consumables and wear parts shall be excluded from warranty.
7.4 The warranty for precision grinding and milling spindles as well as for revolving lathe centres shall end after 2000 hours of operation.
7.5 In the event of a warranty claim, GGW shall be entitled to opt for repair or replacement, or GGW shall issue to Customer a credit note corresponding to a price reduction. Repair or replacement will not extend the warranty period. GGW will not reimburse costs if a defect was remedied by Customer or a third party unless it has given express written consent thereto. Customer expressly waives the right to redhibition.
7.6 The consent of GGW must be obtained before returning goods subject to complaints. Goods shall be returned at no cost to GGW. GGW may also instruct Customer to send such goods subject to complaints directly to manufacturer’s works or to a third party at Customer’s expense.
7.7 If the scopes of warranty granted and/or liability for damages assumed by GGW’s supplier for the goods or parts thereof is below GGW’s, GGW shall limit its liability to such warranty claims or claims for damages which GGW is entitled to vis-à-vis its upstream suppliers.
7.8 Customer shall bear the burden of proof for all requirements in respect of claims, including, without limitation, the defect itself, the time of discovery of the defect and the timeliness of the notice of defect.
7.9 GGW does not give its Customers any guarantees under law. This does not affect manufacturer guarantees.
7.10 Outside the scope of application of the Product Liability Act (ProdHaftG), GGW’s liability shall be limited to intent and gross negligence. Any further liability of GGW, including, without being limited to, liability for slight negligence, as well as liability for lost profits, for operational disruptions, transport costs in connection with the replacement of defective goods, for any dismantling and installation costs as well as for claims asserted against Customer by third parties, shall in any event be excluded, even in case of gross negligence.
7.11 GGW will only be liable for its own content on the website of its online shop. Where GGW displays links to other websites, GGW will not be responsible for the content of such websites. In the event that GGW becomes aware of illegal content on external websites, GGW will immediately block access to such pages.
8. Rental contracts
8.1 Any maintenance work as may be necessary and is incumbent upon the lessor (GGW) shall be subject to an obligation to report. Damage and breakdowns which prevent the use of the rented article shall be reported to GGW by registered letter immediately after the occurrence thereof.
8.2 In the event of rentals of movables, claims for rent reduction for the duration of functional impairment shall be entirely ruled out.
8.3 Unless otherwise agreed, lessee undertakes to effect insurance for the rented object.
8.4 Unless otherwise agreed, rent shall be due in advance on the first day of each month.
9. Data protection, privacy statement
9.1 Controller and contact data:
The controller for the purpose of data processing is “GGW” Gruber & Co GmbH, commercial register number: 86151v, Kolingasse 6, 1090 Vienna.
Contact
- by email:
office@ggwgruber.at - by post:
“GGW” Gruber & Co GmbH, Kolingasse 6, 1090 Vienna - by telephone: +43/ 1/ 310 75 96
- or by fax: +43/ 1/ 310 75 96 -31.
9.2 Collection and processing of data:
GGW collects, processes and stores personal data within the framework of the provisions of the General Data Protection Regulation (GDPR), the Austrian Data Protection Act (DSG) and the Austrian Telecommunications Act (TKG 2003) exclusively. GGW processes such personal data as you make available to us as a user of the www.ggwgruber.at website and/or as a Customer, for example in the context of an enquiry or registration or upon entry into a contract. Personal data are defined as all data which contain individual details about personal or factual circumstances, such as name, address, email address, telephone number, date of birth, age, gender, etc.
Data processing is carried out for the purposes of initiating and fulfilling contracts as well as for marketing and advertising purposes. The legal basis for data processing includes, without limitation, consent pursuant to Art. 6 (1) (a) GDPR within the scope of registration. Contract initiation and performance pursuant to Art. 6 (1) (b) GDPR. Marketing and advertising pursuant to Art. 6 (1) (f) GDPR. As you are a party interested in our offers, we would like to inform you about current innovations and offers of our products in a targeted manner.
GGW creates and uses anonymised user profiles and a customer file for the purposes of advertising, market research and the demand-oriented design of information on innovations and offers.
9.3 Rights of the Customer:
As a data subject, you are at all times entitled to information about your stored personal data, their origin and recipient as well as the purpose of data processing; furthermore, you have the right to rectification, portability, the right to object, the right to restriction of processing as well as blocking or erasure of incorrect or inadmissibly processed data. If there are any changes to your personal data, please inform us accordingly.
You have the right to withdraw your consent to the use of your personal data at any time. Your request for access, erasure, rectification, objection and/or portability, provided that the latter does not cause unreasonable effort, may be directed to the address stated at the beginning of this statement.
If you believe that the processing of your personal data by GGW breaches applicable data protection legislation or that your entitlements under data protection legislation have been violated in any other way, you may complain to the competent regulatory authority. In Austria, such complaints fall within the jurisdiction of the Austrian Data Protection Authority (DSB).
9.4 Use and disclosure of personal data:
GGW will not process the data made available to it for purposes other than those covered by the initiation and performance of contracts, marketing and advertising or those subject to your consent or otherwise any provision of the GDPR.
GGW will only pass on personal data to third parties if this is absolutely necessary for the fulfilment of an order or contract. Data will only be passed on to the shipping or transport company commissioned to deliver the goods. Required payment data will be passed on to the selected payment service provider for the purpose of managing payments. Data will also be passed on to external service providers for the purpose of sending advertising material. Data will not be passed on to third parties for external advertising purposes unless such data must in individual cases be disclosed upon official instructions to fulfil statutory obligations in the context of criminal prosecution, hazard prevention or for other reasons.
9.5 Retention period:
GGW will not retain or store data for longer than is necessary for the fulfilment of its contractual or legal obligations.
10. Final provisions
10.1 Austrian law shall apply exclusively. Application of the provisions of the UN Convention on Contracts for the International Sale of Goods shall be excluded.
10.2 In any and all disputes arising directly or indirectly from the contract the court with subject-matter jurisdiction in Vienna shall be the forum.
10.3 In the event that individual provisions of these GTC are ineffective, invalid or void, the validity and effectiveness of the remaining provisions shall be unaffected. The wholly or partially invalid provision shall be replaced by a provision the economic purpose of which is as close as possible to that of the invalid provision.