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Terms and conditions of sale and delivery
‍Kienzle1822 GmbH, 4600 Wels, Maria-Theresia-Strasse 41
FN 627022 t

Status: January 2025

1. Applicability
All our legal transactions, deliveries, other services and offers are subject exclusively to these terms and conditions. The customer expressly acknowledges that we hereby object to any deviating provisions in an order or in other business documents of the customer. These terms and conditions also apply as a framework agreement for all further legal transactions with the customer. The version valid at the time of conclusion of the contract shall be decisive.

2. Conclusion of Contract
Our offers and price lists are non-binding and subject to change. Contracts are only concluded upon our written order confirmation or an act of performance carried out by us (e.g., delivery/shipment of the goods). All other agreements or ancillary agreements, even those made later, only become effective upon our written confirmation. Our employees are not authorized to make legally binding declarations on our behalf unless special powers of attorney have been granted by us and disclosed to the customer.

3. Prices
All prices quoted by us are subject to change and, unless otherwise expressly stated, are in Euros (€), including VAT. Unless otherwise agreed in writing, all prices are ex works, excluding ancillary costs. Costs for packaging, shipping, customs duties and other services (assembly, installation, etc.) will be invoiced separately. Transport is at the customer's expense and risk. We are not obligated to take out transport insurance for the goods. Any changes to labor costs due to collective bargaining agreements, legal regulations, or internal company agreements, as well as changes to other cost centers relevant to the calculation or costs necessary for service provision, such as those for materials, energy, transportation, subcontracted work, financing, etc., entitle us to increase prices accordingly. For this reason, the customer has neither the right to withdraw from the contract nor the right to invoke the doctrine of frustration of contract.

4. Delivery
Agreed delivery periods begin with the dispatch of the order confirmation by us. However, the respective period does not begin before all technical or other information, documents, down payments or other services required from the customer for the fulfillment of our obligations (hereinafter referred to as preliminary services) have been confirmed by us as received. In case of delay in agreed preliminary services, the delivery period will be extended accordingly. The delivery period is met if the delivery item leaves our warehouse before the deadline or if we notify the customer of readiness for delivery by then.Promised delivery dates will be adhered to as best as possible, but are not binding. Delivery delays do not entitle the customer to withdraw from the contract or to assert warranty, error, or compensation claims. We are entitled to make and invoice partial or advance deliveries.The choice of shipping method and route remains at our discretion, excluding any liability. In particular, there is no obligation to choose the cheapest mode of transport.Packaging – including for partial and/or advance deliveries – is carried out in a commercially customary manner. Any additional packaging will be at the customer's expense.Express and air freight surcharges will be invoiced separately. Transport insurance will only be taken out on behalf of and at the expense of the customer.Operational disruptions and events of force majeure, as well as other events beyond our control, in particular also delivery delays and the like on the part of our suppliers, entitle us, excluding any legal claims, in particular warranty, error, and compensation claims, to either extend the deadlines accordingly or to withdraw from the contract with regard to the unfulfilled part. This also applies if the events occur at a time when we are in default. With our notification to the customer that the goods are ready for dispatch, but no later than when the shipment leaves our warehouse, or in the case of direct delivery from our supplier's warehouse, the risk of loss and damage passes to the customer, regardless of any separate pricing agreement that may have been made for the delivery. If the dispatch of goods ready for shipment is not possible through no fault of our own, we are entitled to store the goods at the customer's expense and risk at our own discretion, in which case the delivery shall be deemed to have been completed; in particular, we are entitled to carry out the storage ourselves at market rates or to store the goods ready for shipment with third parties in the name and on behalf of the customer.

5. Terms of Payment, Default, Prohibition of Set-off, International Deliveries
Our invoices – including partial invoices – are due for payment net, free of charges and deductions, in particular without deduction of discount, 10 days after the invoice date. Invoice complaints must be submitted in writing within 14 days of the invoice date; otherwise, they will be disregarded. Bills of exchange or checks will only be accepted by separate agreement. We reserve the right to allocate incoming payments to any outstanding claims at our discretion.In the event of default in payment by the customer, we are released from all further performance and delivery obligations and are entitled to withhold any outstanding deliveries or services or to demand advance payments or security.Furthermore, the customer is obligated, regardless of fault, to pay default interest at a rate of 1% per month, whereby we are entitled to claim additional bank interest at the usual rate. The customer must also reimburse us for any dunning and collection costs incurred, whereby the customer specifically undertakes to reimburse a maximum of the fees of the collection agency engaged, as resulting from the regulation of the Federal Ministry of Economics and Labor on the maximum rates of remuneration payable to collection agencies. If a reminder is sent by us, the customer undertakes to pay an amount of €15.00 for each reminder sent.If, after conclusion of the contract, a significant deterioration in the customer's financial situation occurs or circumstances become known which, in our view, are likely to reduce the customer's creditworthiness, all claims become due for immediate payment. In this case, further deliveries will only be made against advance payment.The customer is not entitled to withhold payments. The customer has a right of set-off only if his counterclaims have been legally established or acknowledged by us. In export transactions, the customer is solely responsible for obtaining and maintaining all necessary export, customs, and other permits and licenses at their own expense. We provide no warranty or guarantee whatsoever regarding the legality of exporting the purchased goods. Furthermore, the customer must return all export and customs documents and similar paperwork to us in their original form; otherwise, they are obligated to pay any applicable value-added tax. In addition, for international deliveries, the opening of an irrevocable documentary letter of credit with a bank designated by us, payable upon presentation of the shipping documents or freight forwarder's certificate of receipt, is a prerequisite for our delivery.

6. Retention of Title
We retain title to all goods delivered by us until full payment of the purchase price or contract price, including interest and ancillary charges, regardless of the legal basis – even from previous transactions. In the case of an open account, the retained title also serves as security for our balance claim. The assertion of the retention of title, unless we declare a withdrawal from the contract – which we are unilaterally entitled to do – does not generally constitute a withdrawal from the contract and does not negate the customer's obligations, in particular the obligation to pay the agreed price.The customer is entitled to transfer his expectant right to the purchased goods within the scope of our retention of title as part of his business operations, but not to pledge or assign the purchased goods as security.The customer must immediately notify us of any seizure or other impairment of ownership by third parties. The customer is obliged to bear the costs and measures for eliminating the interference, in particular the costs of intervention proceedings and the like.The retention of title also extends to the products resulting from processing. In the event of processing, combining, or mixing our goods with other materials, we acquire co-ownership of the resulting products in proportion to the value added.The customer hereby assigns to us all claims arising from the sale of goods to which we hold title rights – if applicable, in the amount of our co-ownership share – for the purpose of securing and satisfying our claims. We accept this assignment. The customer is obliged to immediately inform us of the name and address of his customers, the existence and amount of the claims resulting from the resale, and to demonstrably notify his respective customer of the assignment of the claim. Furthermore, the customer is obliged to appropriately record the assignment of this claim to us in his business records. We are entitled at any time to notify the customer's buyer of the assignment. Any assignment fees shall be borne by the customer.The buyer hereby assigns to us all amounts received from cash sales of goods to which we hold title, up to the amount of the claim we have against him at that time arising from the delivery of these goods; we hereby instruct the customer to keep these amounts separate and hold them for us.If the customer fails to meet his obligations or ceases payments, the entire remaining debt becomes due immediately, even insofar as bills of exchange with later maturity dates are outstanding. In this case, we are entitled to immediately demand the return of the purchased item, excluding any right of retention. After repossession of the purchased item, it is at our discretion either to sell the purchased item and credit the proceeds, less a 20% resale fee, to the customer's remaining obligations, or to take back the purchased item at the invoice price less any depreciation and charge the customer a rental fee at the usual rental rate for the period of his possession of the delivered products.

7. Withdrawal from the Contract
In the event of default of acceptance or other important reasons, such as in particular the customer's bankruptcy or rejection of bankruptcy proceedings due to insufficient assets, as well as in the event of default of payment by the customer, we are entitled to withdraw from the contract or parts thereof immediately without setting a grace period, without prejudice to any other claims whatsoever. The withdrawal becomes legally effective through our unilateral declaration.

8. Warranty, Delivery of Different Goods
Complaints about defects must be made in writing by the customer immediately after receipt of the delivery, but no later than 5 days after delivery and before any processing or further use, otherwise all warranty and/or compensation claims and/or claims based on error will be excluded. However, this does not entitle the customer to withhold invoice amounts or parts thereof.For defects that could not be detected during the inspection upon delivery, the warranty period is two years from delivery and is neither extended nor interrupted by attempts at rectification; it also applies to partial deliveries. Such defects must be reported in writing within 5 days of discovery of the defect, otherwise all warranty and/or compensation claims and/or claims based on error will be excluded. However, this does not entitle the customer to withhold invoice amounts or parts thereof.Deviations of the ordered goods from the delivered goods, such as incorrect dimensions or incorrect goods (delivery of different goods), must be reported within 5 days of delivery and before any processing or further use, even if the goods are not delivered directly to the customer. Otherwise, the goods are deemed accepted and cannot be returned or exchanged by us.Our advice, whether verbal or written, is non-binding and does not release our customers from their own obligation to check our products for their suitability and for the intended purpose. We do not guarantee exact conformity with the initial delivery for subsequent deliveries. The customer must always prove the defectiveness of the delivered goods at the time of delivery; the legal presumption of Section 924 of the Austrian Civil Code is expressly excluded.The warranty expires if the customer or third parties make changes or repairs to the delivered item without our written consent. In the event of a complaint, the customer is obliged to accept the goods, unload them properly, and store them appropriately.For those goods that we have obtained from suppliers, we only provide a warranty within the scope of the warranty claims available to us against the supplier. With regard to the products we supply, we only warrant that they possess the properties usually expected for these products in the market. We only provide a warranty for additional properties, such as those contained in public statements – e.g., advertising and information accompanying the products – if these properties have been expressly guaranteed by us in writing when the order was placed.It remains at our discretion whether we fulfill the warranty claims by replacement, repair, price reduction, or rescission of the contract.Unless otherwise stipulated in a separate agreement, the place of performance for our services to be rendered under the warranty is the registered office of our company.The assignment of warranty and compensation claims or similar claims – with the exception of purely monetary claims – is prohibited.

9. Damages
We are liable for damages incurred by our customer in the course of business transactions only up to the maximum amount of the order value placed with us and only in cases of our own gross negligence or gross negligence of our agents, with the exception of personal injury, for which we are liable even in cases of slight negligence. Compensation for consequential damages, pure financial losses, lost profits, and damages arising from third-party claims is excluded. The injured party must prove the existence of gross negligence. The application of Section 1298 of the Austrian General Civil Code (reversal of the burden of proof) is excluded. The customer must therefore always prove our fault.

10. Product Liability
Should our customer himself be held liable under the Austrian Product Liability Act or similar foreign provisions, he expressly waives any right of recourse against us, in particular in the sense of Section 12 of the Austrian Product Liability Act or similar foreign provisions. If our customer places the goods delivered by us on the market outside the European Economic Area, he undertakes to exclude liability under the Product Liability Act towards his customer, insofar as this is possible under the law applicable or agreed upon between him and the customer. In this case, or if this exclusion obligation is not fulfilled, the customer is obliged to indemnify and hold us harmless against third-party claims arising from product liability.
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11. Third-Party Intellectual Property Rights
The customer guarantees that the contractual delivery or other services provided by us do not infringe any third-party intellectual property rights (patent, trademark, design, copyright, trade dress, product names, know-how, territorial protection and similar rights, even if their granting may only have been applied for). We are not obliged to check whether third-party intellectual property rights exist with regard to the goods to be manufactured or whether such rights are infringed. The customer shall fully indemnify and hold us harmless from and against any claims by third parties in this regard.

12. Place of Performance, Choice of Law, Jurisdiction, Severability Clause
The place of performance for all contractual obligations of our customer is the location of our head office in Wels/Austria, regardless of any agreement regarding the place of delivery and the assumption of any transport costs or the place of payment.All legal transactions, in particular the contractual (delivery) agreement and these General Terms and Conditions, are exclusively subject to Austrian substantive law, with the exception of its conflict-of-law rules, in particular those of private international law, insofar as they refer to the application of foreign law. If Austrian law provides for the application of special international substantive rules also applicable in Austria – such as the UN Convention on Contracts for the International Sale of Goods (CISG) – in cases involving foreign elements, these shall not apply. This also applies to questions regarding the conclusion or interpretation of the General Terms and Conditions and the contract.The exclusive place of jurisdiction for all legal disputes arising from or in connection with this contractual relationship is the court with subject-matter jurisdiction for Wels/Austria. However, we are entitled, at our discretion, to sue the customer in any other court that may have jurisdiction under national or international law.The invalidity of individual provisions of our General Terms and Conditions shall not affect the validity of the remaining provisions of these General Terms and Conditions. The contracting parties are obliged to agree on a new provision that comes closest to the purpose of the invalid provision.