General Terms and Conditions

Paul & Ernst GmbH

Version 03/2024

Foreword

We make every effort to formulate our GTCs as clearly as possible – although the legal requirements set us strict limits.
However, if you have any questions about the small print, please do not hesitate to contact us.

Your paul&ernst team

1. Conclusion of contract / prices / payment

1. These General Terms and Conditions (hereinafter also referred to as “GTC“) apply to all deliveries and services of Paul & Ernst GmbH (hereinafter also referred to as “seller” or “paul&ernst”) to customers (hereinafter also referred to as “Buyer“) form the basis of the contract.
   Deviating, conflicting and/or supplementary agreements (regardless of their form) shall not become part of the contract unless expressly agreed to in writing by the Seller.
2. The purchase contract is concluded upon irrevocable receipt of the down payment (usually 50% of the purchase price) on the paul&ernst company account and is binding for buyer and seller from this point in time.
3. The final payment of the purchase price is due for payment to the paul&ernst company account 5 working days before delivery of the purchased item.
   The final invoice is usually sent to the customer approx. 10 working days before the delivery date and the goods are released for dispatch upon receipt of the final payment.
4. If the final invoice is not paid on time, delivery may be delayed on the one hand, and on the other hand, if the payment deadline set with the invoice is exceeded by 7 days, the seller may retain the claim to remuneration, while the work is not completed/delivered to the buyer.
   Savings made by the seller and any other utilization of the work shall be deducted from this remuneration, insofar as this is reasonable for the seller.
   The down payment already made shall also be deducted from the remuneration.
   The seller reserves the right to assert further claims (e.g. storage costs, damages).
5. The Buyer shall only be entitled to withhold or set-off against the Seller to the extent that such a claim of the Buyer has been recognized in writing or has been legally established by a court of law.
6. In accordance with § 351 UGB, the buyer waives the right to rescind a contract concluded with the seller due to a reduction of more than half of the true value.

2. Delivery and delay in delivery

1. The delivery date is usually communicated to the buyer upon receipt of payment.
   As a rule, this is a date 8 weeks after receipt of payment, but this does not constitute a binding commitment.
   Due to seasonal fluctuations in the order situation, the production period and thus the delivery date may change.
2. Transportation of the object of purchase shall be at the buyer’s expense.
3. Two weeks after exceeding a binding delivery date or a binding delivery period, the Buyer may request the Seller in writing to deliver within a reasonable period of time.
   With this request, the seller shall be in default.
   However, in addition to delivery, the Buyer may only demand compensation for the damage caused by the delay if the Seller is guilty of intent or gross negligence; liability for damages in the event of slight negligence on the part of the Seller is excluded by mutual agreement.
   The Seller shall not be liable if the damage would have occurred to the Buyer even without default.
4. No compensation for damage caused by delay can be demanded from the seller for a delay in the delivery of the object of purchase or of ordered accessories which is demonstrably due to a delay in delivery from suppliers.
   Proof of this must be provided by the seller in writing.
   The delivery period shall be extended by the period corresponding to the delayed delivery from suppliers.
5. The Seller reserves the right to make changes to the design and shape, deviations in color and grain as well as changes to the scope of delivery during the delivery period, provided that the changes/deviations are customary in the trade and reasonable for the Buyer.
   The Seller undertakes to inform the Buyer of any significant, recognizable changes to the object of purchase.
6. If the scope of work for a repair changes compared to the original order and a significant delay occurs as a result, the seller must inform the buyer of the reason and completion date.
   Furthermore, in such a case, the seller reserves the right to charge the buyer for additional costs associated with a change in the scope of repair (compared to a cost estimate or cost estimate) after prior notification.
7. Der Verkäufer haftet nicht für Unmöglichkeit der Lieferung oder Leistung oder für Verzögerungen aufgrund eines Ereignisses höherer Gewalt / sonstiger nicht beeinflussbarer Behinderungen (wie etwa Naturkatastrophen, kriegerische Auseinandersetzungen, Seuchen / Epidemien / Pandemien, Streik, Feuer, Überschwemmung, Arbeitskampf, Betriebsstörung, veränderte behördliche Genehmigungs- oder Gesetzeslage und behördliche Anordnungen, die nicht dem gewöhnlichen Betriebsrisiko zuzurechnen sind) oder sonstige, unforeseeable events at the time of conclusion of the contract (such as operational disruptions of all kinds, difficulties in procuring materials or energy, traffic disruptions, transport delays, lack of labor, energy or raw materials, difficulties in obtaining necessary official permits, missing, incorrect or late delivery by suppliers) for which the seller is not responsible.
   If such events make delivery or performance significantly more difficult or impossible for the Seller and the hindrance is not only of a temporary nature, the Seller shall be entitled to withdraw from the contract.
   In the event of hindrances of a temporary duration, the delivery or performance deadlines shall be extended or the delivery or performance dates postponed by the period of the existence of the reason for the hindrance plus a reasonable start-up period, without this constituting a default in performance.

3. Acceptance, handover of goods

1. If the Buyer does not accept the object of purchase for more than 7 calendar days from the date of completion communicated in writing, the Buyer shall be in default of acceptance.
   The delay in acceptance shall entitle the Seller at its own discretion to
   (i) to deposit the object of purchase in court with debt-discharging effect at the Buyer’s expense (§ 1425 ABGB); or
   (ii) to store the object of purchase at the risk of the buyer and with debt-discharging effect and to charge the customer for all costs incurred as a result of the default of acceptance (including those of storage); or
   (iii) to sell the object of purchase on the open market at the buyer’s expense after prior warning, or
   (iv) to withdraw from the contract.
   This shall not affect any rights to which the Seller is entitled under the applicable statutory provisions, in particular to claim damages.
2. Unless otherwise agreed, delivery shall be EXW (Weisstraße 9, 6112 Wattens) in accordance with INCOTERMS 2020.
   The risk of loss and damage shall pass to the Buyer upon handover of the goods by the Seller to the carrier.

4. Retention of title

1. The seller retains ownership of the delivered goods until full payment has been made.
2. As long as a retention of title exists, the buyer is not authorized to assign the goods as security or pledge them.
   The buyer must also protect the delivered goods against impairment and damage.
   The assertion of the retention of title does not constitute a withdrawal from the contract, unless such a withdrawal is expressly declared.

5. Material defects, notice of defects

1. Claims of the buyer due to material defects shall lapse within24 monthfrom handover of the goods.
   The presumption rule of § 924 ABGB is hereby expressly waived.
2. It is expressly stated that minor deviations from the standard in terms of color, structure, foiling, screen, assembly, etc. compared to a description or illustration do not constitute material defects.
   The same applies to products that have a special feature at the request of the buyer (e.g. inscriptions, printing colors, foils, size, components used, etc.), as in this case the buyer is responsible for incorrect information or expressed wishes.
3. If there is a defect, the Buyer shall be entitled to rectification of the defect or replacement delivery (at the Seller’s discretion), provided that this is economically reasonable for the Seller.
   If it is impossible or unreasonable to remedy the defect or make a replacement delivery, the buyer has the right to withdraw from the purchase (however, this only applies if the defect is not minor) or to demand a reduction in the purchase price.
4. The Buyer shall notify the Seller within a reasonable period of time, but no later than 14 calendar days, of any defects in the goods which it has discovered or should have discovered by inspection in the ordinary course of business after delivery.
   Hidden defects must also be reported within a reasonable period of time, but at the latest within 7 calendar days of their discovery.
5. External damage to the transport packaging (usually the transport crate) must be reported immediately and noted by the buyer on the shipping documents.
6. In the event of (justified) withdrawal from the purchase contract, the seller may demand compensation for expenses and use for the use of the purchased item.
   This depends on the type of use and the condition of the purchased item when it is returned.
7. The warranty is excluded for the sale of used products.
8. In the case of repair work, the buyer’s claims for material defects relating to the execution of the repair shall lapse 12 months after acceptance of the item to be repaired.
9. Some of the components installed in the product (cooling units, batteries, cooking appliances, etc.) come from third-party manufacturers.
   These third-party manufacturers may grant a warranty for their products.
   Upon request, the seller shall inform the buyer about the components used and the relevant warranty provisions.
   In principle, the buyer is obliged to provide the seller with evidence of any material defect already present at the time of delivery if the defect that has occurred is related to the fact that:

• • the buyer has continued to use the purchased item despite a defect having occurred and has thereby caused additional damage, or
  • the object of purchase has been improperly handled or overused (e.g. in the event of overloading, improper transportation or if the object of purchase is not expressly intended for this purpose), or
  • the object of purchase has previously been repaired, maintained or serviced in a business that is not suitable for this purpose and the defect may have been caused or extended as a result, or
  • parts have been installed in the object of purchase, the use of which has not been approved by the seller or the object of purchase has been modified in a manner not approved by the seller, or
  • the buyer has not complied with the regulations on the handling, maintenance and care of the object of purchase (in particular, but not exclusively, according to the operating instructions).
    If the Buyer is unable to provide such proof, the Seller shall have no warranty obligations or other claims on the part of the Buyer.

10. Normal wear and tear is excluded from the liability for material defects. excluded.
11. In the event of a repair, the customer is obliged to send the product to Wattens at his own expense.
    The costs for shipping and any repair services shall be borne by the customer.
    The seller is not liable for damage or loss that occurs during transportation to the repair location.

6. Liability

1. The liability of the seller and its legal representatives, vicarious agents and employees for damages is limited to cases of gross negligence or willful misconduct.
   Personal injury is excluded from this.
2. In any case, slight negligence shall not give rise to any liability on the part of the seller or its legal representatives, vicarious agents or employees.
3. Financial losses as consequential damages – as well as loss of profit – caused by the defectiveness of the product shall only be compensated in the event of intent on the part of the seller.
   This restriction does not apply to personal injury.
   Liability of the seller towards the buyer for financial losses of third parties is excluded.
4. Liability under the Product Liability Act (PHG) remains unaffected.

7. Place of jurisdiction, applicable law, place of performance, contract language, severability clause

1. The exclusive place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship between the Seller and the Buyer shall be the competent court for 1060 Vienna.
   However, the Seller shall be free to take legal action against the Buyer at any other available place of jurisdiction (including the general place of jurisdiction).
2. These GTC and the contractual relationship between the Seller and the Buyer shall be governed exclusively by Austrian law, to the exclusion of the provisions of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods.
3. The place of performance for all deliveries and payments is the registered office of the seller.
4. The contract language is German or English, irrespective of which language was used in the pre-contractual contact between the seller and the buyer.
5. Should one of the provisions of these GTC be or become unlawful, invalid or ineffective, this shall not affect the validity of the remaining provisions.
   As long as the parties have not agreed on a different provision, the invalid provision shall be replaced by a provision that is effective and that takes into account the economic purpose of the provision and the intention of the parties at the time of conclusion of this agreement as far as possible.

8. Photos

1. By purchasing our products, you agree that paul&ernst GmbH is entitled to take photos of the purchased products and to publish them both on the Internet and in printed media.
   If you do not agree to photos of your products being published, please actively inform us before making your purchase.
   Otherwise, your purchase will be deemed as consent to the publication of product photos