General Terms and Conditions

General Terms and Conditions (GTC) - Purchasing

Brigl & Bergmeister GmbH

PAPIRNICA VEVČE PROIZVODNJA d.o.o.

PAPIRNICA VEVČE d.o.o.

 

1. validity

1.1 These General Terms and Conditions ("GTC") shall apply to all orders, contracts and agreements of Brigl & Bergmeister GmbH, PAPIRNICA VEVČE PROIZVODNJA d.o.o. and PAPIRNICA VEVČE d.o.o. regarding the purchase of goods, unless the contracting parties have expressly agreed otherwise in writing. Any provisions deviating from these Terms and Conditions of Purchase shall apply only to the extent that B&B has expressly agreed to them in writing (even if B&B does not expressly object to them). These GTC shall also apply to all future transactions with sellers, even if no express reference is made to the GTC in the future. "B&B" shall equally mean PAPIRNICA VEVČE d.o.o. and PAPIRNICA VEVČE PROIZVODNJA d.o.o..

1.2 Quotations submitted to B&B shall be free of charge and (prior to written confirmation of the order) non-binding for B&B, irrespective of the preparatory work required.

2 Order, conclusion of contract

2.1 Orders shall only be binding on B&B after written placement of the order and confirmation by the business partner. Until such confirmation has been received, B&B shall be entitled to revoke orders at any time and without stating reasons. If the confirmation is not sent within three working days after the date of the order, B&B shall no longer be bound to the order as the customer. If an order or offer placed by B&B is not objected to in writing within six working days at the latest, it shall be deemed to have been accepted.

2.2 The order number of B&B shall be indicated on all documents relating to a specific order. Without quoting the order number, notifications shall be deemed not to have been received.

2.3 The contracting party shall tolerate objectively justified and reasonable changes to B&B's performance requirements or order if such changes do not result in a price or wage increase exceeding 10% of the order amount.

3 Delivery, place of performance

3.1 Unless otherwise agreed, the place of performance of the delivery shall be the place of receipt stated in the order. The timeliness of deliveries shall be determined by the date of receipt at the receiving point. If a delivery includes installation/assembly or if other services are to be provided by the Supplier, the timeliness shall be determined by the acceptance by B&B.

3.2 The costs and risk of transport are borne by the business partner. The risk of loss or damage only passes to B&B upon handover or acceptance.

3.3 B&B shall be entitled to unilaterally change the delivery date three working days prior to the agreed delivery without giving reasons and without incurring any costs.

4. partial delivery

4.1 Partial deliveries shall not be permitted unless B&B has expressly agreed to them. Any deadlines shall only commence upon receipt of the last partial delivery.

5. price, shipping

5.1 Unless otherwise stated in the Purchase Order, the price stated in the Purchase Order includes all costs for delivery in accordance with Incoterms 2010 - DAP ordering plant.

5.2 Unless otherwise agreed, the prices shall include packaging and transport costs as well as unloading at the place of destination with the applicable statutory value added tax. These are fixed prices which the supplier cannot increase unilaterally.

5.3 If the contracting party reduces the list prices for its goods prior to acceptance, it shall pass on this reduction in full to B&B with respect to the goods not yet delivered.

5.4 The mode of transport shall be agreed with B&B if not specified in the order. B&B shall be entitled to dispose of packaging material and - if larger quantities of packaging are involved - to charge the Supplier for the resulting costs. If B&B does not exercise this right, the Supplier shall be obliged to collect the packaging material at its own expense without delay and to dispose of it properly. The latter shall generally apply in the case of deliveries to construction sites of B&B, in particular in the case of investment projects and major repairs. In such cases, the Supplier shall take away all packaging material at its own expense and leave the delivery site swept clean.

5.5 Without appropriate shipping documents (e.g. delivery note, etc.), the delivery shall not be accepted or further treated as order fulfilment, but shall be stored at the Supplier's risk and expense. The delivery shall be properly packaged, in particular, however, in accordance with the shipping instructions of B&B as the party placing the order. Any damage resulting from non-compliance with such instructions shall be borne by the Supplier. Goods shall be accepted without exception at the acceptance or unloading times specified in the order. In exceptional cases, e.g. in the event of an urgent delivery, the Supplier shall agree a special acceptance of goods with B&B. Acceptance shall generally be subject to inspection for freedom from defects, correctness and suitability.

6. invoices, terms of payment

6.1 Invoices must be sent to the prescribed invoice address. The entire order number must be entered in the invoice, otherwise no processing will take place and no due date will occur. Invoices must comply with the VAT Act.

6.2 Unless otherwise agreed, payments shall be made after 14 days with a 3% discount or after 90 days net. Payment periods shall run from the date of the invoice check by B&B, which shall take place without delay. Payment shall not constitute recognition of the correctness of the delivery and thus shall not constitute a waiver of warranty claims or claims for damages.

6.3 Payments by bill of exchange, cheque and order to third parties as well as letter of credit are permissible.

7. spare parts for discontinued series requirements

7.1 The business partner undertakes to supply spare parts at reasonable prices for a period of at least 10 years, even after a series delivery has been discontinued.

8. civil law and intellectual property

8.1 Any materials or parts provided to B&B shall remain its property. They may only be used as agreed. The processing of materials and the assembly of parts shall be carried out for B&B. It is agreed that B&B shall be co-owner of the products manufactured using its materials and parts in the ratio of the value of the materials provided to the value of the overall product, which shall be held in safe custody for B&B by the Supplier. In the event of a reduction in value or loss of the materials provided by B&B, the Supplier shall provide compensation.

8.2 Samples, models, drawings, artwork and other aids shall remain the material and intellectual property of B&B as the Customer, which it may freely dispose of. These aids may only be used for the execution of the orders and may neither be made accessible nor handed over to persons outside the company. They may neither be passed on to third parties nor used for purposes other than those stipulated in the contract without the written consent of B&B. They shall be secured against unauthorised inspection and use. Subject to further rights, B&B may demand their surrender if the Supplier breaches these obligations. Unless otherwise agreed, they shall be returned free of charge after delivery of the order.

8.3 The business partner shall indemnify and hold B&B harmless in the event of disputes under intellectual property law, in particular patent disputes, and shall allow B&B unrestricted use of the delivered items.

9. defects, warranty provisions

9.1 Exclusions and limitations of liability of B&B's contractual partners, in particular under the title of warranty or damages, shall be ineffective. In the event of defects, B&B shall be free to choose between replacement, repair, price reduction or rescission. Periods for remedying defects not exceeding four weeks shall be deemed reasonable. The burden of proof for the absence of defects shall always lie with the Supplier.

9.2 The obligation to inspect the goods and to give notice of defects shall commence upon receipt by B&B or acceptance and shall be one (1) month.

9.3 In the absence of an agreement on a longer period, the business partner guarantees for a period of two years that the delivery item does not have any defects that impair its use or operation and that it has the properties specified by the business partner. The business partner guarantees the functionality, the promised and in any case the usually assumed properties as well as the first-class quality of the products or services delivered by him during the entire warranty period.

9.4 All deliveries, in particular machines, must comply with all legal and technical provisions applicable to them, in particular safety provisions, and must be able to obtain a CE mark as an individual unit and, if necessary, such a mark in combination with upstream and downstream plant components, as well as the General Employee Protection Ordinance, the Machinery Protection Device Ordinance and the regulations for electrical engineering applicable in Austria.

9.5 Right of retention: In the event of complaints, B&B is entitled to retain the entire outstanding remuneration until the question of whether a defect exists has been clarified.

9.6 The business partner shall provide B&B with any storage and operating instructions together with the delivery, failing which it shall be liable for any damage arising from ignorance of such instructions.

10. waybills, accompanying addresses

10.1 The entire order number shall be entered in the column of the consignment note intended for notes for the consignee. Dispatch notes or delivery notes are to be sent in such a way that, if possible, they come into the possession of the customer before or at the same time as the goods. The entire order numbers must be entered in the dispatch notes and delivery notes. The business partner shall be liable for damages and costs, in particular also wagon demurrage, special shunting costs and rehandling charges in the event of incorrect addressing, incurred by the customer as a result of incorrect dispatch by the business partner. In the case of payment according to unit prices, the weight or the number of items determined by weighing on the part of the consignee shall be decisive.

11. default, penalty

11.1 If it is apparent to the contracting party that it will be in default with the delivery or that the delivery will not be of the agreed quality, it shall notify B&B thereof without undue delay. In this case, B&B shall be entitled to insist on delivery or to withdraw from the contract. Such notification shall not result in exemption from the contractual penalty pursuant to the provision below. Acceptance of the delayed delivery/service shall not constitute a waiver of any claims whatsoever, in particular claims for damages.

11.2 In the event of delay, the supplier shall pay a contractual penalty of 0.5% of the total order value for each week of delay or part thereof, irrespective of fault, unless another penalty has been agreed. The deadline for the penalty shall be 12:00 noon on the day following the agreed delivery date. B&B shall furthermore be free to withdraw from the order without granting a grace period, without incurring any costs. The right to claim compensation for any further damages shall remain unaffected.

12. set-off, assignment of claims

12.1 B&B shall be entitled to set off counterclaims or claims arising from notices of defects raised against the purchase price.

12.2 Any assignment of existing claims against B&B shall only be permitted with B&B's written consent.

13. product liability

13.1 The supplier shall bear the product liability in connection with defects of the products delivered by him. He shall assume all costs and expenses resulting therefrom (including the costs of any litigation or of any necessary retrofitting or recall action) and undertakes to take out sufficient product liability insurance and to provide evidence thereof upon request.

14 Secrecy

14.1 The parties undertake to treat all information concerning the other party, which becomes known to them in the course of the contractual relationship, as strictly confidential and to use it exclusively for the fulfilment of this agreement. In the course of the cooperation, each party shall be responsible for ensuring that its employees also comply with the relevant legal provisions, in particular those of the DSGVO and the DSG.

14.2 The parties undertake to keep the contents of their agreements confidential vis-à-vis third parties. This shall also apply for the time after termination of the contract.

14.3 The confidentiality obligations do not apply to information which was already known to the general public at the time it came to the knowledge of one of the parties or which later became generally known without any action or breach of contract on the part of that party. The obligations shall also not apply vis-à-vis authorities or courts, insofar as no statutory right to refuse to testify exists.

15. prohibition of child labour

15.1 The supplier undertakes not to employ children. The Supplier shall ensure that its own suppliers also do not employ children. Children shall be understood to mean all persons under the age of 15. In the event of a breach, B&B shall be entitled to terminate all contractual relations with the contractual partner with immediate effect or to terminate them immediately.

16. compliance

16.1 The contractual partner is obliged not to commit any acts which may lead to criminal liability due to fraud or breach of trust, infringement of competition, granting of advantages, acceptance of advantages, bribery or similar offences (offences or crimes) within the meaning of the StGB (German Penal Code), VbVG, UWG (Unfair Competition Act) etc.

17 Employee protection, environmental protection

17.1 The contractual partner further undertakes to comply with the respective statutory regulations, in particular the regulations on the treatment of employees and occupational safety, and to work to reduce adverse effects on people and the environment in its activities.

17.2 The contracting party warrants in particular that the deliveries and services to be provided to B&B shall be free of pollutants. The contracting party shall be liable for the environmental compatibility of the products supplied and for all consequential damage caused by the violation of environmental regulations and/or the products' pollutant content, provided that it is responsible for the violation of environmental regulations and/or the products' pollutant content. The contracting party undertakes to comply with the provisions of environmental law applicable to B&B in the case of deliveries/services and also in the case of supplies or ancillary services provided by third parties.

17.3 B&B shall be entitled to monitor compliance with the obligations assumed at any time by means of on-site inspections and to demand information and appropriate evidence from the contracting party at any time regarding compliance with the obligations assumed and, in the event of material breaches, to terminate all contractual relations with the contracting party with immediate effect.

18. sustainability

18.1 B&B requires its suppliers to act in a sustainable manner with regard to

  • Working conditions and human rights (concerning child labour and young workers, pay and benefits, working time, modern slavery, forced labour, freedom of association and collective bargaining, harassment);
  • no discrimination based on religion, origin, nationality, age, disability, sexual orientation or similar;
  • Occupational health and safety;
  • Business ethics.

19 Anti-corruption, money laundering

19.1 The contracting party undertakes (including its employees or representatives),

  • not to make, arrange for or assist in making any direct or indirect payments to third parties, nor to give any substantial gratuities or gifts to third parties - this applies in particular to its customers, employees, shareholders or directors, nor will the Client (including its employees or agents) accept or agree to accept any such payments/gratuities which constitute unlawful and corrupt practices under the relevant laws ("Anti-Corruption Duty");

  • comply with competition law and, in particular, all antitrust provisions ("antitrust duty");

  • strictly comply with anti-corruption, anti-trust and compliance obligations at all times, ensure that its employees and agents comply with these obligations and make clear in all business dealings that it acts in accordance with anti-corruption, anti-trust and compliance obligations.

19.2 In the event of a violation of anti-corruption, antitrust or compliance obligations

  • B&B shall be entitled to claim damages in accordance with the statutory requirements;

  • the contracting party shall indemnify B&B against and hold B&B harmless from any and all claims of third parties;

  • B&B shall be entitled to terminate the contract without notice in accordance with the statutory requirements.

20. non-solicitation

20.1 The contracting party undertakes to refrain from any enticement or employment of employees of B&B - irrespective of whether such enticement or employment is carried out directly by the contracting party itself or via third parties, e.g. by persons who have a close relationship or a relationship of dependence with the contracting party due to legal ties and constructions, e.g. as a subsidiary or group company.

20.2 "Employment" of an employee of B&B shall be understood to mean any form of cooperation. This shall include, in particular, an employment relationship, a freelance employment relationship or an employment relationship similar to a contract for work and labour, a contract for work and labour or cooperation in whatever other legal form, such as in the form of a company or a joint venture. Employees" of B&B shall be understood to include not only employees, but also freelancers or contractors similar to a contract for work and labour, but only on condition that these persons act on behalf of B&B.

20.3 The obligation under 17.1 shall apply during the contractual relationship and also for a period of three years after termination of the contractual relationship.

20.4 For any breach of this non-solicitation provision, the contracting party undertakes to pay B&B a contractual penalty of € 100,000.00, irrespective of the claim for injunctive relief. B&B reserves the right to assert claims in excess thereof.

21. final provisions

21.1 Ancillary agreements, amendments to the contract and declarations of any kind must be confirmed in writing by B&B in order to be valid. This shall also apply to any waiver of this formal requirement. Any acceptance of the order that deviates from the order shall constitute a new offer and shall require written acceptance by B&B.

21.2 Confirmed e-mails satisfy the written form requirement.

21.3 Austrian law shall apply to the exclusion of the conflict of laws rules of international and European private law and the UN Convention on Contracts for the International Sale of Goods.

21.4 For legal transactions of PAPIRNICA VEVČE PROIZVODNJA d. o. o. and PAPIRNICA VEVČE d.o.o. with suppliers or contractors, these GTC apply in accordance with Slovenian law.

21.5 Legally ineffective provisions shall be replaced by the provision that is legally effective and comes closest to the economic and legal purpose of the ineffective provision.

21.6 The exclusive place of jurisdiction for all disputes between the supplier or contractor and B&B shall be Leoben, Austria. For disputes between suppliers or contractors and PAPIRNICA VEVČE PROIZVODNJA d.o.o. or PAPIRNICA VEVČE d.o.o., the exclusive place of jurisdiction shall be Ljubljana, Slovenia.

 

Brigl & Bergmeister GmbH
Proleber Straße 10, A-8712 Niklasdorf, Austria
FN 331483a, DVR 0618217

PAPIRNICA VEVČE d.o.o.
Papirniška pot 25, SI-1261 Ljubljana Dobrunje, Slovenia
Reg. No. 5033721 Ljubljana District Court

PAPIRNICA VEVČE PROIZVODNJA d.o.o.
Papirniška pot 25, SI-1261 Ljubljana Dobrunje, Slovenia
Reg. No. 8394474 Ljubljana District Court