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GENERAL TERMS AND CONDITIONS OF ODELGA MED

1. Scope

(1) These "General Terms and Conditions" apply both to the present and to all future transactions unless otherwise agreed in writing.
(2) Any terms of purchasing of the customer that are contrary to the present terms and conditions will not be accepted by us. Unless otherwise confirmed by us in writing, said purchasing terms shall be deemed excluded upon awarding the contract.
(3) Without our express consent, rights and obligations from contractual agreements must not be assigned to other parties.

 

2. Contract award, contract conclusion

(1) All our quotations shall be without engagement. Any order addressed to us shall only become an effective contract if we confirm the order in writing or electronically or if we promptly fulfil the order. If delivery takes place immediately without confirmation, the invoice shall simultaneously be considered as an order confirmation. 
(2) By placing the order, the customer accepts the present GTC. 
(3) Clerical errors, typos and miscalculations on our web site or in our correspondence shall not be binding upon us. 
(4) In case of rescission, the buyer shall be liable for all costs and expenses already incurred up to that time. The consumer's statutory right of rescission shall remain unaffected.

 

3. Delivery, delivery periods

(1) Dispatch shall take place in Austria ex works carriage forward at the risk of the recipient. Minimum net order value: € 50. 
(2) Unless we confirm certain instructions of the buyer regarding dispatch in our order confirmation, we shall effect dispatch of the goods at to our discretion and without assuming any liability for the type of shipping. All risks and hazards shall vest in the customer upon handover of the goods. Handover according to this provision shall also have taken place if the goods were handed over to a forwarding agent or freight carrier. 
(3) Postage and packaging charges shall be charged to the buyer unless otherwise agreed.
(4) The delivery periods indicated by us shall be considered approximate and non-binding. If delivery is delayed due to circumstances which we are not to blame or be held responsible for, especially due to the non-observance of deadlines on the part of our upstream suppliers, to force majeure, traffic holdups or breakdowns or to similar events, our delivery period shall be extended by the duration of the obstruction. In all other cases, a rescission of the contract by the customer for delayed delivery shall only be admissible after the unsuccessful expiry of a period of grace of four weeks for domestic goods and of six weeks for foreign goods. In case of slight negligence on our part, any claim for damages due to a delivery delay shall be excluded. 
(5) The buyer cannot reject any partial deliveries. They shall be considered individual transactions for the purpose of the present GTC. Complaints for deliveries that allegedly have not taken place or have not been effected in full shall be raised in writing immediately, at the latest within three days upon receipt of the delivery slip. If the customer has not received any delivery slip, the period shall commence upon receipt of the invoice. 
(6) The delivery periods set by us shall not commence before the day of full clarification of the order.

 

4. Liability for defects and compensation for damages

(1) The following provisions regarding notices of defects and warranty claims shall not apply to consumer business. Transactions with consumers shall be subject to the relevant statutory rules of the Austrian general civil code (ABGB) as well as to the consumer protection act (KSchG). 
(2) The buyer shall be obliged to inspect the goods according to the provisions of the Austrian business code (UGB) and to notify any defects in writing without delay, but in any case not later than within 7 days after acceptance, describing the defect in detail; otherwise all warranty and damages claims shall be excluded. In any case, the notice of defects shall be sent before the goods were modified, processed or used. This obligation to immediately send a notice of defect shall also apply in case of hidden defects that are revealed later. The date of posting shall be decisive for the timeliness of the notice. 
(3) Upon request by ODELGA MED, the buyer shall be obliged to return the rejected goods or to let representatives of ODELGA MED inspect the goods on his premises, otherwise the buyer will lose his warranty claims. 
(4) We reserve the right to fulfil any warranty claims acknowledged by us, at our discretion, either through the full or partial exchange of the goods, replacement of any deficits, repair or through adequate price reductions. In case of a delayed notice of defect, all warranty claims shall lapse. 
(5) Any goods returned due to alleged defects shall only be accepted by us if we have given our prior consent in writing. If any unjustified notices of defect cause subsequent investigations, the buyer shall compensate us for the associated costs. 
(6) The buyer shall be obliged to verify himself the suitability of the goods with a view to the intended purpose. 
(7) Minor deviations from samples or previous consignments or any other information, unless they substantially impair the contractually stipulated functional capability, do not justify any warranty claims. 
(8) The following instances, in particular, shall not constitute any defect that we are liable for:

  • Improper use or any use of the delivered item other than that provided for in the contract;
  • Excessive stress, e.g. through faulty operational states; defective assembly and/or commissioning by the buyer or any third parties;
  • Use of unsuitable working materials;
  • Modifications of the delivery item that were not approved by us, in particular due to defective prerequisites and preparations;
  • Wear and tear caused in the course of operation and production, as well as procedural, chemical, electrochemical or electrical influences, unless they are caused by a fault on the part of ODELGA MED.

(9) Warranty under § 922 et seq ABGB and damages shall only be granted for defects that were asserted in court within 12 months after the transfer of risks. Any further claims beyond the aforementioned provisions shall be excluded. 
(10) We shall not be liable for any consequential damage, indirect damage, losses or lost profits, and shall moreover only be liable if we have acted intentionally or with gross negligence. By explicit mutual consent, liability in case of slight negligence - except for personal injury - is hereby excluded.

 

5. Retention of title

(1) Our deliveries and services shall all be subject to retention of title. Ownership shall only pass to the buyer if he has redeemed all his obligations from the current business relationship with us. In case of resale, the purchase price which the buyer may claim from third parties shall automatically be deemed to have been assigned to us.
(2) For the duration of our retention of title, the buyer undertakes to treat the delivered goods gently and with care and to immediately notify us of any accidental third-party access to the goods. If the buyer is in default of payment, his creditworthiness deteriorates substantially or if he makes any materially detrimental use of the delivered goods, we shall be entitled to take back the goods, which are subject to our retention of title, without this being equivalent to contract rescission. 
(3) In case any executive authorities take hold of the goods that are subject to retention of title by ODELGA MED and in case of transfer of the goods to another location, the customer shall be obliged to immediately notify ODELGA MED in writing accordingly and to notify the third party taking hold of the goods about the title of ODELGA MED. The customer shall be liable towards ODELGA MED for all damage arising therefrom.

 

6. Prices

(1) All prices are given in euros plus the respective applicable valued-added tax. The costs of assembly, dispatch and insurance as well as any charges shall be invoiced in addition to that. Any import and export charges as well as all other fees and duties incurred on the occasion of the shipment shall always be at the customer's expense.
(2) The dispatch ex warehouse in Vienna shall be carriage forward. Assembly shall be charged on a time and material basis.

 

Collection and delivery flat rate of EUR 49.00

Shall be charged with all invoices for repairs / repairs within the scope of a guarantee, if the device to be repaired is collected and/or delivered by Odelga Med.

 

Flat rate for cost estimates of EUR 69.00

In case of repairs or the purchase of repair replacements, the cost estimate for the customer shall be free of charge and/or shall be credited if the replacement is purchased.

 

If, however, the customer rejects any repair, the cost estimate shall be charged at the above-stated flat rate.

 

(3) If between conclusion of the contract and delivery a cost increase occurs due to circumstances beyond our control, such as recommendations by the Parity Commission, increase of our cost price, increase of manufacturers' or wholesalers' prices following an increase of labour costs by law, through ordinances or on account of the introduction of charges and/or due to index-linking clauses, the respective prices shall increase accordingly. If in case of consumer transactions no more than two months pass between conclusion of the contract and proposed delivery, a price increase shall only occur if a corresponding agreement was made in individual instances. The rule under § 6 (1) (5) KSchG shall remain unaffected.
(4) If, with respect to us, the buyer is in default of any other claims or if circumstances are revealed that are suitable to reduce the buyer's creditworthiness, we shall be entitled to effect the outstanding deliveries only against cash before delivery or to withdraw from the contract. We shall be entitled to credit any incoming payments against the oldest receivable, if several receivables are outstanding, without taking into account the customer's indications.

 

7. Payment, terms of payment

(1) We shall be entitled to carry out partial or advance deliveries and to invoice them.
(2) In case of default we shall be entitled to charge dunning fees and collection expenses and interest on arrears, the latter in the amount of 12 per cent above the respective base rate. Any court and legal fees incurred to collect our receivables shall be borne by the customer.
(3) Our invoices shall be payable within 14 days with a 2% cash discount or after 21 days net, unless anything to the contrary has been agreed. 
(4) Payments to us shall not be subject to counterclaims or set-off and must be effected without any deduction or retention. The customer shall not be authorised to offset its own claims against any of ODELGA MED's claims. The rule under § 6 (1) (6) KSchG shall remain unaffected.

 

 8. Applicable law, place of jurisdiction, miscellaneous

(1) Legal disputes between the contracting parties arising from the present transaction shall be settled by the materially competent court in Vienna.
(2) The present business transaction shall be governed by Austrian law exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
(3) Should any provision of the General Terms and Conditions be or become ineffective, the remaining provisions of the GTC shall not be affected thereby. The invalid provision shall be replaced by a provision that approximates the economic and legal purpose of the invalid provision as closely as possible.
(4) The buyer acknowledges and explicitly agrees that the order information shall be processed and saved electronically and that it shall be provided electronically to any vicarious agents. The buyer grants permission to ODELGA MED to send him written information for advertising purposes, but also in the form of a newsletter. If the buyer does not want ODELGA MED to use his data nor to receive any information, the buyer shall be entitled to object to said use at any time by sending a brief, informal notice to ODELGA MED.