General Terms and Conditions of Steinbach International GmbH, FN 179106t, L. Steinbach Platz 1, 4311 Schwertberg, including Customer Withdrawal Form As at: 13.07.2022 (1) Unless otherwise expressly agreed upon in writing, the following General Terms and Conditions (hereinafter referred to as “GTC”), in the version applicable at the time of coming into force of the respective contract, shall apply to all business relations (in particular purchase contracts, contracts for work and services or other commissioned services such as consulting or commissioning services), in which Steinbach International GmbH (hereinafter referred to as “Supplier”), FN 179106t, acts as service provider and not as purchaser or customer. (2) “Customer” within the meaning of these GTC means consumer and entrepreneur. Customers being entrepreneurs are hereinafter referred to as “Entrepreneur“. Customers being consumers are hereinafter referred to as “Consumer”. (3) Entrepreneurs within the meaning of these GTC are considered as customers, who are making the transaction in the course of carrying on their business (§ 1 para. 1 line 1 Austrian Consumer Protection Act, KSchG). Business shall mean any organization, which is intended to be permanent, for the purposes of independent commercial activity, even though it may be a non-profit enterprise. All legal entities governed by public law shall be deemed to be entrepreneurs (§1 para. 2 Austrian Consumer Protection Act, KSchG). (4) Customers, who are not entrepreneurs (§1 para. 1 line 2 Austrian Consumer Protection Act, KSchG), are considered as consumer within the meaning of these GTC. (5) The GTC, in the version applicable at the time of signing the new contract, shall continue to apply to subsequent orders. (6) The wording of the contract will be stored in the Supplier’s systems. The Customer may at any time check and print the General Terms and Conditions in the customer account. The order details shall be sent to the Customer by e-mail. (7) General Terms and Conditions provided by the Customer shall not become integral part of the contract, irrespective of whether or not the Supplier has expressly objected to their validity. The Supplier hereby expressly objects to any deviating terms and conditions of the Customer. (8) Deviating agreements and terms and conditions shall be subject to an explicit written agreement. (9) Contract language shall be German. (1) The contract shall be concluded with: Steinbach International GmbH (2) Any offers in the Supplier‘s online shop are non-binding and shall be considered as an invitation to the Customer to submit a respective quotation. The order placed by the Customer shall be considered as binding offer. After order placement, the Customer shall receive a “confirmation of reception” by e-mail, which does not constitute an acceptance of the contract. The contract shall only be deemed concluded upon acceptance of the order by the Supplier, either by sending an order confirmation by means of regular mail, telefax or e-mail or immediately by delivering the ordered product. (3) Outside the online shop, the contract shall be deemed concluded upon receipt of the order confirmation signed by the Customer. Any amendments or additions made by the Customer after conclusion of the contract shall be null and void – irrespective of whether or not the Supplier expressly objects to their validity. (1) All goods specified in the Customer’s purchase order and order confirmation at the prices indicated in the online shop shall be subject of the contract. (2) The characteristics of the ordered goods are based on the product descriptions in our online shop. All images shown on the website are for reference purposes only; in particular, colors and seams may differ considerably for technical reasons. The images only serve as illustration and may differ from the actual product. Technical data, weight, dimensions and performance specifications are indicated as precisely as possible, but may show the usual deviations. The characteristics described here do not constitute defects in the products delivered by the Supplier. (3) If the selected product is permanently unavailable at the time of the Customer’s order, the Supplier shall inform the Customer accordingly. In this case, no contract shall be concluded. (4) If the product ordered by the Customer is temporarily unavailable, the Supplier shall inform the Customer in the order confirmation. In the event of a delay in delivery exceeding four weeks, the Consumer shall have the right to withdraw from the contract. Apart from that, the Supplier shall also have the right to terminate the contract. In this case, the Supplier shall reimburse any possible payments already received from the Customer within a reasonable period. (5) The engagement of subcontractors shall always be allowed. (1) All prices are in euro. The prices indicated on the website include the legal value added tax. Unless a free shipping has been agreed, additional shipping costs arise. The shipping costs are clearly shown in the cart system and on the order page of the online shop. Further information on the shipment and delivery are available here. If the Customer has a right of withdrawal or if the Customer makes use of his right of withdrawal, the Customer shall also bear the costs of returning the goods, unless otherwise agreed. Additional costs may occur for Entrepreneurs. (2) The final price including legal value added tax plus shipping costs will be shown before submitting the final order. (3) If taxes, contractual fees, export, import and transit duties, customs duties and customs charges, official commission fees and the like become due in the course of shipment, these costs shall be borne by the Customer. (4) At his own discretion, the Supplier shall be entitled to adapt the contractually agreed prices, provided the Customer is an Entrepreneur, if changes to the extent of at least 5% occur in respect of (a) payroll costs effected by law, regulation, collective bargaining agreement, company agreements or (b) other cost factors necessary for rendering the service, such as material costs, delivery and transport costs, or due to changes in the national or global market prices for raw material, changes in the respective exchange rates etc., which have occurred since the conclusion of the contract. The adaption shall be made to the extent to which the actual manufacturing costs at the time the contract was concluded change in relation to those at the time of the actual performance. The same applies in the event of other increases beyond the Supplier’s control as a result of taxes, customs duties or transport duties. (1) In cooperation with Klarna AB (publ), Sveavägen 46, S-11134 Stockholm, the Supplier offers a variety of payment options. Payment shall be always made to Klarna: (2) The use of the payment options Invoice, Installment Purchase and Direct Debit requires a successful credit check. In this respect, we will share your data with Klarna for the purpose of address and credit checks as part of the purchase initiation and processing of the purchase contract. Please understand that we can only offer you those payment options that are permitted based on the results of the credit check. Further information and Klarna’s terms of use for Germany are available here and for Austria here. General information on Klarna are available here. Your personal data will be treated in accordance with the applicable data protection regulations and in accordance with the information in Klarna’s data protection regulations for Germany / Austria. (3) Additional information on Klarna are available here. Get the Klarna app here. (4) Any checks and bills of exchange are only accepted after written agreement and only on account of payment. Bills of exchange tax, discount, protest and collection charges shall be borne by the Customer. The Supplier does not assume any responsibility for timely submission and protest. (5) The Supplier expressly reserves the right to introduce new payment options respectively to exclude some of the aforementioned payment options. (6) The Supplier’s employees shall only be entitled to accept payments if they possess a power of attorney for receipt of payment. (7) If the Customer is an Entrepreneur, a set-off of the Customer’s counterclaims against the Supplier’s claims is not possible. (8) If the Customer delays the payment, the Supplier shall be entitled to charge default interests. For a Consumer, the default interests amount to 4% p.a. For an Entrepreneur, the default interests amount to 9,2% p.a. above the base rate of the European Central Bank. The base rate applicable for the respective half-year shall be the rate in force on the first calendar day of the half-year in question. This shall not affect any claims for compensation of a proven higher damage in case of default in payment. Moreover, the Supplier explicitly reserves the right to withdraw from the contract due to default in payment. (9) If the Customer delays the payment, the Supplier shall be moreover entitled to demand immediate payment of the entire amount of all outstanding claims. The Supplier shall also be entitled to this right if, after conclusion of the contract, he becomes aware of unfavorable circumstances affecting the solvency or economic situation of the Customer. (10) If the Customer fails to comply with a request for payment despite a grace period of fourteen days, the Supplier shall be entitled, without prejudice to any other rights, to take back the goods, which are the property of the Supplier, without this being equated with a withdrawal from the contract (withdrawal clause), or to withdraw from the contract in full or in part, whilst respecting the rights of the Supplier, in particular the right to compensation for non-performance. (11) The Customer shall not be entitled to retain payments due to warranty claims or other counterclaims not recognized by the Supplier. (1) The goods shall remain the property of the Supplier until paid for in full. (2) If the Customer submits bills of exchange or checks, the security provided by the reserved property shall only expire if the Supplier has unlimited access to the bank credits from the redemption or discount. (3) The Supplier’s retention of title shall also extend to newly manufactured goods in the case of processing, blending or mixing with other goods. In this case, processing, blending or mixing shall take place free of charge exclusively for the Supplier. (4) When processing goods that are still in the ownership of a third party, the Supplier shall acquire joint ownership of the new goods. The extent of this co-ownership results from the ratio of the invoice value of the goods delivered by the Supplier to the invoice value of the other goods. If the goods subject to retention of title are resold by the Customer (after processing, mixing or blending, if applicable), his purchase price claim shall take the place of the reserved property. The purchase price claim arising from the resale shall be assigned to the Supplier at the time the claim arises. The Supplier shall acquire ownership of the money received by means of constructive possession. The Customer – provided that he is an Entrepreneur – shall note this assignment in his books and on outgoing invoices and notify the recipient of the goods. If the Customer is an Entrepreneur, the Supplier shall have the right to inspect the Customer’s accounts and open items list to gain certainty about the fulfillment of this obligation. (5) The Customer – provided that he is an Entrepreneur – must adequately insure the goods subject to retention of title against fire, theft and damage caused by third parties. He shall assign the claims under the insurance policy to the Supplier and notify the insurer. The Customer shall be prohibited from creating contractual security interests over the goods subject to retention of title. If the goods subject to retention of title are recorded in the context of an enforcement, the Customer shall inform the enforcement authorities of the third-party property and shall inform the Supplier at the latest within 24 hours. (6) If the Customer is an Entrepreneur, the Supplier shall be entitled to suspend or to stop the fulfillment of his own obligations at any time if it turns out after the conclusion of the contract that the Customer will not fulfill a substantial part of his obligations due to (i) a serious lack of his ability to fulfill the contract or (ii) a serious lack of his credit-worthiness or (iii) his conduct in preparing to perform or (iv) in performing the contract or previous contracts. (1) Under normal circumstances, the goods purchased in the online shop are delivered to the Customer ten working days after conclusion of the contract respectively after receipt of the payment in case of advance payment. (2) If an agreed delivery date is exceeded by more than 6 weeks, the Supplier is in default and the Customer shall grant a grace period of at least 6 weeks. If the grace period expires without result, the Customer may withdraw from the contract provided that the Customer notified his intention to withdraw at the time the grace period was set. The delivery time shall not begin before the day of conclusion of the contract. It shall be extended by the period required to clarify details or to provide official permits to be procured or reobtained by the Customer. The same applies if the delivery depends on the payment of a deposit or on a guarantee of payment by the Customer. Unless the Supplier is responsible for dispatch, the notification of readiness for dispatch is decisive for a timely delivery. Unless a delivery to the Customer has been agreed, a delivery ex works according to Incoterms 2020 shall be deemed to have been agreed. (3) Unless otherwise expressly agreed in writing, the delivery times shall be considered as non-binding if the Customer is an Entrepreneur. (4) Deliveries shall be made to the address given by the Customer. In case of incorrect, incomplete or unclear address details given by the Customer, the Customer shall bear all resulting costs. Agreed deliveries shall imply that the delivery road is accessible for heavy goods vehicles. (5) The goods are properly packaged as is customary. Packaging material shall only be taken back or reimbursed, in so far as this had been agreed or is mandatorily required by law. (6) By handing over the goods to the deliverer, the Entrepreneur shall bear the risk of loss or risk of damage of the shipped goods. Any insurance of the goods against transport damages, transport loss or breakage shall be taken out exclusively upon written request of the Entrepreneur and for his own account. (7) The Customer shall be obliged to accept the goods provided by the Supplier. If the Customer is in default of acceptance, he shall bear the full return costs. In addition, the Supplier shall be entitled to store the goods either at his premises or at the premises of a third party. If the goods are stored at the Supplier’s premises, the Supplier shall be entitled to charge a fee equivalent to a fee of a public warehouse. The Supplier shall only be liable for deterioration or loss of the goods stored at his premises in the event of intentional or gross negligence. The Supplier’s rights according to §§ 373 ff. of the Austrian Commercial Code (UGB) shall remain unaffected. In addition, the Supplier shall remain entitled to insist on the performance of the contract. (8) Partial deliveries and services shall be always possible. In the event of partial deliveries, partial invoices shall be permitted. The Supplier shall be also entitled to deliver before the agreed delivery date. The withdrawal from the contract or any other termination of the contract, for whatever reasons, shall not terminate the contract for partial deliveries already performed, unless the reasons for the withdrawal from the contract or the termination of the contract also includes the partial deliveries already performed. (1) Force majeure and other unforeseeable events or events beyond the Supplier’s control such as labor disputes, official measures, diseases, pandemics (e.g. COVID-19), disruption in traffic, interruption of energy supply and the like as well as accidents beyond the Supplier’s control shall excuse the Supplier from his delivery obligation for the duration of their effects, even if they occurred at the Supplier’s sub-suppliers or the latters’ sub-suppliers. (2) If the event exceeds a period of two months or if it is already evident at the beginning that the event will exceed a period of two months, the Supplier shall be entitled to withdraw from the contract. If the delivery becomes permanently impossible due to the aforementioned events, the mutual obligation shall cease. (1) The Supplier shall be, in principle, obliged to perform his contractual obligations, even if the events have rendered the performance more onerous than could reasonably have been anticipated at the time the contract was concluded. (2) If the Supplier, notwithstanding paragraph 1, proves that the Contractual Parties shall be obliged, within a reasonable period (but not later than 30 days) of the invocation of this clause, to negotiate a contract adaption to overcome the consequences of the event. (3) If paragraph 2 of this clause applies, but the Parties are unable to agree on a contract adaption, the Supplier shall be entitled to terminate the contract. (4) The aforementioned hardship clause shall not affect the right of withdrawal according to The goods delivered must be cleaned prior to use. All instructions regarding cleaning, maintenance and care are provided in the product descriptions respectively in the instruction manuals delivered with the product. All instruction manuals, cleaning and maintenance instructions of those products exerting influence on the ordered product must be also respected. If the manufacturer recommends any service, this service must be performed as well. (1) The provisions on the statutory warranty shall apply to Consumers. The Supplier shall only guarantee that the goods are free from defects at the time of delivery. The warranty excludes normal wear and tear, violence and damages due to improper use. The warranty for goods considered as goods of lower quality, for example “second quality”, shall be limited to the properties that can be expected according to the special labelling of the goods. (2) In case of movable goods, the warranty period for material defect shall be 2 years from the date of reception of the goods. (3) Complaints due to statutory warranty claims or other claims may be asserted on helpdesk.steinbach.at. Please report any material or manufacturing defects immediately. Claims for transport damages shall be asserted directly and immediately at the forwarding company. The Customer shall immediately stop any use of defective goods that may cause further damages or complicate or impede any correction of the cause, as far as this is reasonable. (4) In the event of unjustified complaints, the Customer shall be obliged to reimburse the Supplier for expenses incurred to ascertain the flawlessness or to remedy the defect. (5) In case of a replacement delivery, the Customer shall, upon the Supplier’s request, previously return the defective goods within 14 days using the shipping labels provided by the Supplier. (6) Beyond the statutory warranty, the Supplier does not grant own guarantees, unless otherwise agreed in individual cases. More detailed conditions of possible manufacturer guarantees may be found with the respective goods. The guarantee granted by the manufacturer of the goods, even if passed on by the Supplier, shall only give rise to rights towards the manufacturer. Such guarantees shall neither form part of the Supplier’s warranty, nor shall such guarantees provide the basis of a warranty or guarantee in excess or in addition to the Supplier’s warranty. (7) The provisions on the statutory warranty shall apply to Entrepreneurs taking into account the following modifications: The warranty period shall be six months from the day of receipt of the goods. The proof for the defectiveness of the goods at the time of handover shall be incumbent on the Entrepreneur. Corrective actions shall not lead to an extension of the warranty period. The obligation to update goods with digital elements and digital services according to § 7 of the Austrian Consumer Warranty Act (VGG) shall be expressly excluded. (8) Product descriptions in advertisements or in other public announcements addressed to an undefined group of persons shall not constitute a description of the product quality vis-à-vis Entrepreneurs. The Supplier shall not be responsible for the accuracy of information on handling, operation and running contained in brochures, technical descriptions or other manuals. (9) The application of the special right of recourse according to § 933b of the Austrian Civil Code (ABGB) shall not apply to Entrepreneurs. (10) The Entrepreneur shall inspect the goods immediately upon their receipt. Any defects, which had been detected or could have been detected during the inspection, must be reported in writing to the Supplier within 14 days. The same applies if the defect is discovered later. If goods are delivered with obvious transport damages, the Entrepreneur shall immediately complain those damages to the forwarding company and contact the Supplier without undue delay. If the Entrepreneur fails to notify the defects in due time, he shall no longer be entitled to assert claims under warranty, for compensation due to the defect itself as well as due to an error concerning the absence of defects. (1) In case of slight negligence, the Supplier shall not be liable towards a Consumer. This limitation of liability shall not apply to claims arising from the Austrian Product Liability Act (PHG), personal injuries or damages to goods accepted for processing, unless the latter has been individually negotiated. (2) The Supplier shall only be liable towards an Entrepreneur for material damages in the event of intent or extremely gross negligence. (3) The Supplier shall not be liable towards an Entrepreneur for indirect damages, loss of profit, loss of interest, lost savings, consequential damages, pecuniary losses and damages arising from claims of third parties. (4) The burden of proof for damage, causality, illegality and fault (for the claimed degree of fault) shall rest on the Entrepreneur. (5) The Entrepreneur’s right to claim for compensation shall expire upon handling or processing of the delivered goods or their resale, without giving the Supplier the opportunity to check the non-conformity. Possible liability or recourse claims of an Entrepreneur including possible claims arising from consequential harm caused by a defect shall be limited to 50% of the agreed respectively paid amount of the respective order, but in any event to € 20.000,00. (6) The Entrepreneur’s claims for compensation shall become time-barred twelve months after becoming aware of the damage and of the infringing party; but in any event five years after the act which gave rise to the damage. (7) The aforementioned limitation of liability towards an Entrepreneur shall not apply to claims arising from the Product Liability Act (PHG). If any provision of these General Terms and Conditions is or becomes entirely or partly invalid or unenforceable, the other provisions of these General Terms and Conditions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid, enforceable provision, which comes as close as possible to the content and purpose of the invalid or unenforceable provision. (1) All disputes arising from the contract with Consumers – including such concerning its existence or nonexistence – shall be optionally settled by the competent court of the Supplier. All disputes arising from the contract with Entrepreneurs – including such concerning its existence or nonexistence – shall be exclusively settled by the competent court of the Supplier; thus, solely the Austrian jurisdiction shall apply to any disputes. (2) The contract shall be governed by, and construed under, Austrian law under exclusion of the UN Convention on Contracts for the International Sale of Goods and without regard to conflict of law principles. (3) The parties may also agree to submit any disputes to a court of arbitration. (4) The place of performance for deliveries and payments shall be the Supplier’s registered office. (1) The Customer hereby expressly agrees that the Supplier may store and process automatically his personal data relevant to the performance of the contract. The Customer may revoke this declaration at any time in written form by e-mail, fax or letter. (2) Modifications and amendments to a contract shall be made in writing.
GTCS
§ 1 Applicability and General Conditions
§ 2 Conclusion of Contract
L. Steinbach Platz 1
4311 Schwertberg
FN 179106t
§ 3 Subject Matter, Product Availability
§ 4 Prices, Shipping Costs
§ 5 Terms of Payment
§ 6 Retention of Title
§ 7 Terms of Delivery, Assumption of Risk
§ 8 Force Majeure
§ 9 Hardship
§ 8 para. 2 of these General Terms and Conditions.
§ 10 Cleaning / Care
§ 11 Warranty
§ 12 Compensation
§ 13 Severability
§ 14 Place of Jurisdiction, Governing Law and Place of Performance
§ 15 Final Provisions