Business and Delivery Conditions RINGER GmbH, A-4844 Regau, Römerweg 9
1. Offer and conclusion of contract:
All offers made by Ringer GmbH (also referred to as Supplier) are initially non-binding. An order placed with Ringer GmbH shall only be deemed accepted if it is not rejected by Ringer GmbH in writing within eight days of the order being placed. The orderer shall, however, be bound by the order once it has been signed.
By placing and submitting an order to Ringer, the customer acknowledges the full validity of these Business and Delivery Conditions and of the Customer Agreement Retention of Title Ringer GmbH.
Declarations made by Ringer employees or other persons engaged by Ringer shall only be effective on condition that they are/have been confirmed in writing by Ringer.
2. Prices and Payment:
In the case of payment by instalments or bill transactions, VAT must be paid promptly after receipt of the delivery!
Bills of exchange shall only be accepted as payment if it can be ascertained that they can be discounted. Moreover, the orderer shall bear the discount charges associated with bills of exchange, irrespective of whether or not a bill of exchange is to be negotiated. In the event of a payment default, the orderer shall be charged default interest at a rate of 8%.
In case of non-compliance with an instalment agreement (also applicable in the case of a bill of exchange obligation), the entire outstanding amount shall become due for payment immediately.
In the event of a payment default, Ringer GmbH shall be entitled to withhold delivery. Withholding payments as a result of any counterclaims of the orderer or offsetting payments against such counterclaims is not permitted. Justified complaints shall not entitle the orderer to withhold the entire invoice amount, but only an appropriate share thereof corresponding to the anticipated minimum remedial effort.
For rented goods, the agreed rental fee shall be invoiced on the last day of the respective calendar month. Should the customer default on payments due, Ringer shall be entitled to demand the return of the goods located on the customer's premises after setting a seven-day grace period. In the event that the customer does not comply with this request immediately, Ringer shall be entitled to collect the goods at the customer's expense and risk. In this case, the repossession or collection of the goods shall not be deemed to constitute a withdrawal from the contract, insofar as this has not been expressly agreed in writing and confirmed by Ringer. All benefits and discounts granted to the customer under special agreements shall lapse if the customer defaults on due liabilities payable to Ringer.
3. Packing and additional Services:
We invoice packaging at cost. We shall not accept returned packaging. Our ARA license number is 7030.
The orderer may purchase additional services from Ringer against payment of a fee (e.g. calculation services, consulting services, coordination services, transport and logistics services, cleaning services, repair services, etc.). The separate fee to be paid for these additional services will be specified before the order is placed and billed individually.
4. Delivery Period:
Unforeseen events beyond our control such as fire, mobilisation, confiscations, embargos, prohibition of foreign exchange transfers, insurrections, a lack of means of transport, a general shortage of supplies, limitations on energy consumption, labour disputes, all cases of force majeure on the part of both the Supplier and the sub-supplier as well as delays in delivery attributable to the forwarder shall give rise to a reasonable extension of the delivery period, taking into account the duration of the unforeseen event. The same shall apply if official or other approvals of third parties required for the performance of deliveries are not received in time.
Late deliveries shall not give rise to additional claims on the part of the orderer. In particular, the orderer shall remain obliged to accept the goods. Compensation for damages due to delayed performance is excluded.
Delivery dates are non-binding until they have been confirmed in writing by Ringer. A specific delivery date shall only become binding once it has been acknowledged in writing by Ringer.
If delivery on call has been agreed and no such call is made by the orderer after notification has been given that the goods are ready for dispatch, the orderer shall be obliged to accept the goods at the Supplier's request within four weeks of receiving the notification.
5. Warranty and Compensation:
5.1 Ringer GmbH shall be obliged to remedy any defect affecting the usability of goods caused by design, material or workmanship errors in accordance with the following provisions.
5.2 This obligation shall only apply to defects which have occurred during a period of six months ("warranty period") from the time of transfer of risk or, in the case of delivery including installation, from the time of completion of the installation. The presumption rule of Section 924 of the Austrian Civil Code (ABGB) is excluded.
5.3 The purchaser may only invoke this article if the seller is notified immediately in writing, however at the latest within three days of delivery, specifying the extent and nature of the defect. Should the purchaser fail to notify the seller in due time, any warranty claims and claims for damages as well as any claims on the grounds of error shall be excluded. Ringer GmbH thus notified shall, if the defects are to be remedied by them in accordance with the provisions of this article, at their own discretion:
a) rectify the defective goods on the premises;
b) arrange for the defective goods or the defective parts to be returned so that they can be rectified;
c) replace the defective goods or the defective parts.
The warranty period shall not be extended due to an interruption arising from the rectification of a defect.
5.4 If Ringer GmbH arranges for the defective goods or parts to be returned for the purpose of rectification or replacement, the buyer shall, unless otherwise agreed, bear the costs and risk of transport. Unless agreed to the contrary, the repaired and replaced goods or parts shall be returned to the buyer at the seller's expense and risk.
5.5 The defective goods or parts replaced in accordance with this article shall be at the disposal of Ringer GmbH.
5.6 Ringer GmbH shall only bear the costs arising from the rectification of defects by the buyer if they have agreed to this in writing.
5.7 Warranty obligations of Ringer GmbH shall only apply to defects occurring under observance of the intended operating conditions and during normal usage. In particular, they shall not cover defects caused by poor installation by the buyer or their agents, poor maintenance, repairs or modifications carried out poorly or without the written consent of Ringer GmbH by a person other than Ringer GmbH or their agents, or normal wear and tear.
5.8 Ringer GmbH shall only be liable for goods procured from sub-suppliers within the scope of their own warranty claims against the sub-supplier.
For goods manufactured by Ringer GmbH on the basis of design specifications, drawings or models of the buyer, Ringer shall not be liable for the correctness of the design, but for ensuring that the design is executed in accordance with the buyer's specifications. In such cases, the buyer shall indemnify and hold Ringer GmbH harmless in the event of any infringement of property rights.
Ringer GmbH shall not provide any warranty for the acceptance of repair orders, or in the case of modifications or reconstructions of old as well as third-party goods, or for the delivery of used goods.
5.9 Once the warranty obligations have come into effect, Ringer GmbH shall not accept any further liability beyond that stipulated in this article, not even for defects caused prior to the transfer of risk.
5.10 It is expressly agreed that Ringer GmbH shall not be liable to the buyer for personal injuries, damages to goods that do not constitute contractual objects, other damages and loss of profits, unless the circumstances of a particular case demonstrate that Ringer GmbH is guilty of gross negligence. In the event that Ringer GmbH has a duty to compensate, the buyer (customer) must in any case prove unlawful and culpable conduct on the part of Ringer GmbH or their subcontractors in addition to the damage inflicted and its causation. Claims for damages shall lapse six months after knowledge of the damage and of the damaging party has been obtained, but in any case after three years from the date of performance of the service or delivery.
5.11 The purchased item shall only offer the level of safety that can be expected on the basis of approval regulations, operating instructions and regulations of Ringer GmbH on the handling of the purchased item, in particular with regard to any prescribed inspections or other instructions given.
5.12 The obligation to pay compensation for material damage under the Product Liability Act as well as product liability claims that can be derived from other provisions are excluded.
5.13 If a buyer (customer) is a consumer within the meaning of the Consumer Protection Act, any warranty claims or claims for damages of this buyer shall be conditional on any defects or damages being reported to Ringer GmbH in writing within a period of eight days from handover (delivery) or detection. If the buyer (customer) is an entrepreneur, the relevant obligations to give notice of defects according to the Austrian Commercial Code (UGB) shall apply.
5.14 The right of recourse within the meaning of Section 933b of the Austrian Civil Code (ABGB) is excluded.
5.15 Rented goods shall constitute used goods; the delivery of used goods shall under no circumstances represent a defect. The orderer shall not be entitled to the delivery of new material unless expressly agreed in writing by both contracting parties.
5.16 The orderer shall bear sole responsibility for the selection of the rental goods suitable for the intended purposes. The risk of use shall be borne by the orderer. Damage to the rental goods caused by improper use shall be compensated by the orderer as follows:
Total loss: replacement value according to the Ringer price list at the time of delivery; other damages: reimbursement of the repair costs or the current market value at Ringer's discretion.
5.17 The orderer shall be liable for any damages caused by fire, water or the weather, for any damages caused by force majeure events, and for the loss of the rented goods as well as for theft and shrinkage. The orderer shall be liable for damages as well as for loss/shrinkage/theft regardless of fault.
5.18 The technical advice provided by Ringer shall be limited to explaining and clarifying the conditions of use; any liability on the part of Ringer for information going beyond this shall be excluded unless the issuing of advice or of an incorrect instruction is attributable to gross negligence or wilful intent. The burden of proof shall be borne by the orderer.
5.19 The risk of the orderer not being able to deploy and use rented or purchased goods due to weather conditions, acts of force majeure, external influences, war, terrorism, contagious diseases, pandemics, epidemics or official closures and bans shall be borne by the orderer. Rentals are also payable for periods in which the orderer cannot use the goods for the aforementioned reasons.
6. Transfer of risk:
The risk shall pass to the orderer upon handover of the goods to the forwarder or, in the case of agreed delivery on call, when the orderer receives notification that the goods are ready for dispatch.
All further claims of any kind including claims for damages of any kind, even in case of fault, are excluded.
Ringer GmbH shall not be obliged to remedy defects as long as the orderer has not fulfilled their payment obligation.
7. Place of performance:
The orderer shall only be deemed to have fulfilled their payment obligation once the payment has been received by Ringer GmbH. Vöcklabruck is mutually agreed as the place of jurisdiction, irrespective of the purchase amount.
8. Retention of title:
Ringer GmbH will retain ownership of the delivery goods until all payments in connection with the order have been received.
The goods shall thus remain our exclusive and unrestricted property until full payment of the entire invoice amount has been made. Should this retention of title expire through a resale to a third party or through installation in buildings, the orderer shall assign all claims against the third party arising from this resale or installation to Ringer GmbH when placing the order. In such a case, the orderer shall disclose to Ringer GmbH the parties to whom the goods subject to retention of title have been resold and/or on the premises of whom they have been installed. In the case of processing, combining or mixing of the goods, Ringer shall acquire co-ownership of the resulting products equal to the ratio of the processed, combined or mixed goods and the newly created item.
In the event of a payment default or the initiation of insolvency proceedings against the assets of the customer, in particular in the case of initiated restructuring or bankruptcy proceedings, or in the event of rejection of an application for insolvency proceedings due to a lack of sufficient assets to cover costs, the Supplier reserves the right to reclaim the delivered goods at the customer's expense at any time, even if the goods are in use.
The right of Ringer GmbH to make use of the retention of title and to reclaim the delivered goods shall be independent of whether Ringer GmbH have already declared their withdrawal from the contract. The orderer shall insure the delivery goods against fire, water and other damages at their own expense until the capital, interest and costs have been paid in full.
In the event of inclusion of the delivered goods in an inventory of distrainable goods or of the attachment thereof, the orderer shall immediately inform Ringer GmbH of the name and the precise address of the applicant or claimant as well as of their representatives, the court case number, the amount of the claim of the applicant and the date of the auction.
A judicial seizure of the delivered goods by the Supplier shall not nullify the retention of title.
The transport of rented goods to a location other than that specified in the rental contract shall require the written consent of Ringer. All costs incurred by Ringer through the transport of the rented goods to another location shall be borne by, and invoiced to, the orderer.
9. Right of RINGER GmbH to withdraw from the contract:
Should it become known to Ringer GmbH, following the conclusion of the purchase contract, that the orderer is in an unfavourable financial situation, Ringer GmbH shall be entitled to demand a guarantee for the service provided in return, or to withdraw from the contract, taking into account the expenses incurred by Ringer GmbH, irrespective of whether the orderer's unfavourable financial situation already existed at the time of the conclusion of the contract or occurred at a later date.
10. Binding nature of the contract:
In the event that individual provisions of the contract become invalid, the contract shall remain binding in all other respects.
11. Withdraw by the orderer:
Cancellations of orders by the orderer are subject to the express approval of Ringer GmbH and shall only be accepted in exceptional cases.
In the event that a cancellation of order is approved by Ringer GmbH, the buyer withdrawing from the contract shall, in any case, pay a cancellation fee equal to 20% of the purchase price and reimburse Ringer GmbH for any additional expenses and damages incurred.
12. General provision:
12.1 All liabilities arising from a legal transaction concluded with Ringer GmbH shall be borne jointly and severally by the contractual partners of the latter as well as by any legal successors of the contractual partners.
12.2 All legal transactions concluded with Ringer GmbH shall be governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of law rules of private international law.
12.3 For disputes arising from or in connection with a legal transaction concluded with Ringer GmbH, the district court of Vöcklabruck is agreed as the court of jurisdiction.
12.4 The customer undertakes to keep confidential all contents of the contracts concluded and/or to be concluded with Ringer GmbH. This non-disclosure obligation shall continue to apply after termination of the contract and after the discontinuation of contract negotiations.
12.5 The following shall apply to rented goods: Ordinary wear and tear resulting from proper use is included in the rental fee. The rented goods must be returned to Ringer in a cleaned state and must meet Ringer's quality criteria applicable at the time of delivery. The orderer shall reimburse Ringer for cleaning expenses if the goods are returned uncleaned or insufficiently cleaned. In the event that rented goods are damaged beyond repair, the orderer shall refund the replacement value of the rented goods according to Ringer's price list applicable at the time of delivery. This compensation shall not confer ownership of the damaged rented goods on the orderer unless a transfer of ownership has been expressly agreed on a case-by-case basis.