GTC - General terms and conditions Angler Robert and Wolfgang OHG
§ 1
Scope of application
The deliveries, services and offers of us, Angler Robert und Wolfgang OHG - hereinafter also referred to as "the supplier" - are made exclusively on the basis of these terms and conditions.
We do not recognize any conflicting or deviating terms and conditions of the client/purchaser unless we have expressly acknowledged them in writing.
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§ 2
General provisions
Subsidiary agreements, amendments, supplements or other deviations from these terms and conditions shall only be valid if we, Angler Robert und Wolfgang OHG, have given our consent in writing. Orders shall only become binding with our order confirmation or its execution.
§ 3
Long-term and call-off contracts, price adjustment
Open-ended contracts can be terminated with a notice period of 6 months to the end of the month.
The custmer is bound to his order until receipt of the order confirmation or execution, but for no longer than 2 months. The contract shall be deemed to have been concluded if the supplier confirms acceptance of the contract within this period or if the goods are accepted without reservation upon delivery.
If, in the case of long-term contracts (contracts with a term of more than 12 months and open-ended contracts), there is a significant change in wage, material or energy costs, each contracting party shall be entitled to demand a reasonable adjustment of the price, taking these factors into account.
factors. If the customer/purchaser does not take delivery of the ordered quantities within the agreed period (in the case of blanket or call-off orders within a maximum of 12 months from placing the order), the difference to the unit price per part actually delivered shall be paid subsequently.
In the case of call-off delivery contracts, unless otherwise agreed, the supplier must be notified of binding quantities at least 4 weeks before the delivery date by means of a binding call-off. The supplier reserves the right to prefabricate parts (max. total quantity) at any time. For this no technical changes are no longer possible. Additional costs caused by a delayed call-off or subsequent changes to the call-off in terms of time or quantity by our customer/purchaser shall be borne by the customer/purchaser; the supplier's calculation shall be decisive in this respect.
§ 4
Confidentiality
Each contracting party shall use all documents (including samples, models, drawings and data) and knowledge which it receives from the business relationship only for the jointly pursued purposes and shall keep them secret from third parties with the same care as its own corresponding documents and knowledge if the other contracting party designates them as confidential or has an obvious interest in keeping them secret. All documents prepared by us are our intellectual property and are subject to property rights in accordance with DIN ISO 16016:2007. They may not be made accessible to third parties, in particular for tendering purposes, without our express permission.
If goods are manufactured and delivered in a design specially prescribed by our contractual partner, the latter shall guarantee that the design does not infringe the rights of third parties, in particular patents, utility models and other industrial property rights and copyrights and know-how. If this is nevertheless the case, the contractual partner shall indemnify us against all claims.
§ 5
Drawings and descriptions
If one contractual partner provides the other with drawings or technical documents concerning the goods to be delivered or their manufacture, these shall remain the property of the submitting contractual partner. All documents created or processed by us shall be subject to the the provisions of § 4 of these GTCs shall apply.
§ 6
Prices and terms of payment
Our prices are net prices in EURO, plus statutory VAT. Packaging, freight, postage and insurance as well as special services (e.g. customs duties and transportation abroad) shall be charged according to expenditure.
The prices stated in the order confirmation are decisive. They apply ex works and do not include packaging, freight, postage, insurance, assembly and VAT.
Transport insurance shall only be taken out at the request and expense of the customer/purchaser.
Unless otherwise agreed, all invoices are due IMMEDIATELY and must be paid within 30 days of the invoice date
§ 7
Delivery
Delivery shall be at the risk of the customer/purchaser even if, by way of exception, the supplier has agreed to bear the freight costs. If the supplier selects the mode of shipment, the route or the shipping person, he shall only be liable if he is guilty of gross negligence in the selection in question.
The delivery periods and dates specified by the supplier are non-binding unless they have been agreed as binding. Even bindingly agreed dates are not fixed dates if they have not been expressly defined as such.
The delivery time is determined by the agreements between the contracting parties. The supplier's adherence to the delivery time requires that all commercial and technical questions between the contracting parties have been clarified and that the customer/purchaser has fulfilled all obligations incumbent upon him, such as the provision of the necessary official certificates or approvals or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the supplier is responsible for the delay.
The supplier shall not be responsible for delays in delivery and performance due to force majeure and unforeseeable events for which the supplier is not responsible and which make delivery or performance significantly more difficult or impossible, even in the case of bindingly agreed deadlines and dates and even if the supplier is in default of delivery. The delivery period shall be extended accordingly.
The Client/Orderer may only withdraw from the contract or demand compensation instead of performance if he has previously set the Supplier a reasonable grace period with a threat of refusal.
If dispatch is delayed for reasons for which the customer/purchaser is responsible, the customer/purchaser shall be charged the costs incurred for storage for each month after notification of readiness for dispatch, in the case of storage at the supplier's works at least 0.5% of the invoice amount attributable to the stored parts. The supplier is also entitled to store the delivery item outside his factory.
If the supplier is in default and the customer/purchaser suffers damage as a result, he shall be entitled to demand lump-sum compensation for default. This shall amount to 0.5% for each full week of delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay.
§ 8
Transfer of risk
The risk shall pass to the customer/purchaser at the latest when the delivery parts are dispatched ex works, even if carriage paid delivery and assembly have been agreed.
If dispatch is delayed due to circumstances for which the supplier is not responsible, the risk shall pass to the customer/purchaser from the day of readiness for dispatch.
Any discrepancies arising from the shipment must be reported to the supplier in writing immediately after receipt of the goods.
Partial deliveries are permissible, insofar as reasonable for the customer/purchaser.
§ 9
Retention of title
We reserve title to the delivered goods until all claims arising from the business relationship with the business partner/customer have been settled.
The taking back of the delivery item by the supplier does not constitute a withdrawal from the contract, unless the supplier has expressly declared this.
The customer/purchaser may not sell, pledge or assign the delivery item as security. In the event of seizure, confiscation or other dispositions by third parties, he must inform the supplier immediately.
§ 10
Warranty and notification of defects
We warrant that the goods delivered by us are manufactured faultlessly in accordance with the agreed technical delivery specifications. If we have to deliver according to drawings, specifications, samples etc. of our business partner/customer, the latter shall assume the risk of suitability for the intended purpose.
No warranty shall be provided for defects caused by unsuitable or improper use, incorrect assembly or commissioning by the business partner/customer or third parties, normal wear and tear, incorrect or negligent handling or climatic influences, nor for the consequences of improper modifications or repair work carried out by the business partner/customer or third parties without our consent. The material provided for processing must be free of substances that interfere with the surface treatment and must be technologically suitable for the intended treatment.
We do not assume any warranty for specific dimensional accuracy, adhesive strength, color retention, corrosion prevention or optical properties. Provided parts and other supplies (e.g. data carriers, drawings...) by the customer/purchaser or a third party engaged by the customer/purchaser are not subject to any inspection obligation on the part of the supplier. The customer/purchaser is only authorized to return delivered goods to us if this is done in the original packaging and we have given our prior written consent. If the customer/purchaser is at fault (incorrect/double order...), we are entitled to charge the contract-related costs.
The warranty period is 1 (one) year from provision or delivery. We assume no warranty for used goods.
In the case of goods which we receive for processing and/or repair purposes, we shall only assume warranty for the work performed by us. The customer/purchaser must report obvious defects immediately after receipt of the goods at the place of destination, but at the latest within 2 (two) weeks after delivery. In the case of hidden defects, these must be reported in writing immediately upon their discovery in order to maintain claims for defects. The client/purchaser is advised that the goods must be inspected immediately after delivery/receipt (immediate inspection obligation). Otherwise the delivery shall be deemed approved. The defective items are to be kept ready for inspection by us in the condition in which they were at the time the defect was discovered. Liability for normal wear and tear is excluded.
Us must be given the opportunity to determine the defect complained of. Rejected goods must be returned to us immediately upon request; we shall bear the transportation costs if the complaint is justified. If the customer/purchaser does not comply with these obligations or makes changes to the goods already complained about without our consent, he shall lose any warranty claims.
In the event of justified, timely notification of defects, we shall, at our discretion, either repair the rejected goods or supply a faultless replacement. In the case of quantity deliveries, the customer/purchaser shall give us the opportunity to sort out the defective goods at short notice. A defect in a partial delivery does not entitle the client to cancel the contract.
§ 11
Place of performance, place of jurisdiction, applicable law and competent court
The place of performance for delivery and payment for both parties is exclusively the registered office of the supplier. The place of jurisdiction for all legal disputes arising from the contractual relationship as well as its creation and validity for both parties in the case of merchants is the court responsible for the registered office of the supplier, i.e. the regional court in I-39100 Bolzano. The supplier may, at its discretion, also bring an action at the customer's registered office.
The contractual relationship shall be governed by Italian law. International sales law (CISG) shall not apply.
§ 12
Force Majeure Clause
§ 1. definition: "Force majeure" means the occurrence of an event or circumstance ("force majeure event") that prevents Angler Robert und Wolfgang OHG from fulfilling one or more of its contractual obligations under the contract if and to the extent that Angler Robert und Wolfgang OHG proves that:
(a) this impediment is beyond its reasonable control;
b) it could not reasonably have been foreseen at the time the contract was concluded;
c) the effects of the obstacle could not have been reasonably avoided or overcome by Angler Robert und Wolfgang OHG.
§ 2. non-performance by third parties: if Angler Robert und Wolfgang OHG fails to fulfill one or more of its contractual obligations due to the failure of a third party it has commissioned to fulfill part of the contract, Angler Robert und Wolfgang OHG may invoke force majeure to the extent that the requirements for assuming the existence of force majeure, as defined in paragraph 1 of this clause, apply not only to Angler Robert und Wolfgang OHG but also to the third party.
§ 3. presumed events of force majeure: until proven otherwise, the following events affecting Angler Robert und Wolfgang OHG shall be presumed to fulfill the requirements for the assumption of force majeure under Article 1 (a) and (b). In this case, Angler Robert und Wolfgang OHG only has to prove that the conditions under Article 1 (c) are actually fulfilled:
a) War (declared or undeclared), hostilities, attack, acts of foreign enemies, large-scale military mobilization;
b) civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy;
c) currency and trade restrictions, embargo, sanctions;
d) lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation of works, requisition, nationalization;
e) epidemic, pandemic, natural disaster or extreme natural event;
f) explosion, fire, destruction of equipment, prolonged breakdown of means of transportation, telecommunications and information systems or energy;
g) general labor unrest such as boycotts, strikes and lockouts, slowdowns, occupation of factories and buildings.
§ 4 Notification: Angler Robert und Wolfgang OHG shall notify the buyer of the event without delay.
§ 5. consequences of force majeure: Angler Robert und Wolfgang OHG shall be released from the obligation to fulfill its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract if it successfully invokes this clause. The exemption shall take effect from the date of notification.
§ 6. temporary impediment: if the effect of the impediment or event invoked is temporary, the consequences set out in paragraph 5 shall only apply for as long as the impediment invoked prevents Angler Robert und Wolfgang OHG from fulfilling its contractual obligations. Angler Robert und Wolfgang OHG must notify the buyer/customer as soon as the obstacle/event no longer prevents the fulfillment of the contractual obligations.
§ 7. duty to mitigate: Angler Robert und Wolfgang OHG is obliged to take all reasonable measures to limit the effects of the event on which the fulfillment of the contract is based.
Status June 2024