General Terms and Conditions
1. Subject Matter of the Contract, Contracting Parties, Amendments
1.1 These General Terms and Conditions shall apply to all sales to entrepreneurs within the meaning of the Consumer Protection Act (KSchG).
1.2 The customer's general terms and conditions shall not apply unless we have expressly agreed to their application in writing.
1.3 Your contractual partner is Ursula Futura GmbH (hereinafter also "ursulafutura" or "we").
2. Offers, Order, Conclusion of the Contract
2.1 All offers of ursulafutura are subject to change and are exclusively subject to these General Terms and Conditions in the version applicable at the time of order. Information on the website, in catalogues and other advertising materials shall only become part of the contract if we refer to them in the order confirmation.
2.2 The contract shall be concluded upon our written confirmation of the customer's order. If you are an entrepreneur within the meaning of the Consumer Protection Act, you must immediately notify us of any deviations of the order confirmation from your order, otherwise the contract shall be concluded with the content of the order confirmation.
3. Delivery Terms and Delivery Periods
3.1 We are entitled to execute the order in partial deliveries without prior notice or a corresponding request of the customer. In this case, we shall bear all additional shipping costs incurred as a result.
3.2 Unless otherwise agreed, we shall choose the packaging, shipping method and shipping route. The risk of accidental loss or damage in transit shall pass to you upon the goods leaving the delivery works, even in the case of carriage-paid delivery. In the event of delays in shipment for which the customer is responsible, the risk shall already pass upon notification of readiness for shipment.
3.3 The delivery periods are approximate. If we manufacture products only upon your order, the delivery period shall commence after production. The production time is stated in the offer. We will inform you as soon as possible if we are prevented from carrying out the sale by events of force majeure and other obstacles – e.g. by fire, catastrophes, official interventions or measures under labor law, delivery difficulties of the producers or sub-suppliers. For the duration and to the extent of the impediment we shall be released from the obligation to deliver and shall also be entitled to withdraw from the contract.
3.4 If you do not accept the goods at the agreed place of delivery on the agreed delivery date, we shall store the goods for a period of four weeks at your risk and expense. This shall not affect our right to withdraw from the contract due to default on the part of the customer and/or to claim damages.
3.5 You shall be liable for any and all disadvantages and costs incurred as a result of your failure to accept the goods, e.g. due to your absence from the place of delivery at the agreed time of delivery.
3.6 Insignificant defects do not entitle you to refuse acceptance.
4. Prices, Shipping Costs, Terms of Payment
4.1 The prices, delivery and payment terms stated in the order confirmation shall apply. All prices are net ex works plus applicable taxes, duties, packaging and transport costs. We shall not be bound by the previously valid prices in the case of follow-up orders.
4.2 You agree to the issuance of electronic invoices and their sending by e-mail. Our invoices are due for payment within 14 days without deductions. A payment shall be deemed to have been made on the day on which it is credited to the account of ursulafutura.
4.3 In the event of a delay in payment, we shall be entitled to interest in accordance with § 456 of the Austrian Commercial Code (UGB). Furthermore, we shall be entitled to claim all dunning, collection and legal costs necessary for the appropriate prosecution. If a collection agency is engaged, you undertake to reimburse the remuneration resulting from the Ordinance of the Federal Minister for Economic Affairs on the maximum rates of remuneration of collection agencies, BGBl No. 141/1996, as amended. In case of intervention of a lawyer, you are obliged to reimburse a maximum of the remuneration resulting from the Autonomous Fee Criteria (AHK) and the Lawyers' Fees Act (RATG), as amended from time to time – available at www.oerak.at. Entrepreneurial clients shall pay us a lump-sum reminder fee of EUR 40 for a justified reminder. The assertion of a higher damage remains unaffected.
4.4 In the event of default in payment, we shall be entitled to make further services dependent on a payment on account, advance payment or the provision of securities.
5. Title Retention
5.1 All goods delivered by us shall remain our property until all claims against you to which we are entitled have been satisfied. This shall also apply if your payment is dedicated to a specific claim.
5.2 You may only resell the goods subject to retention of title on condition that you also agree a retention of title with your customers in accordance with this section. You are not entitled to dispose of the reserved goods in any other way, in particular not to pledge them or to assign them as security.
5.3 In the event of resale, you hereby assign to us all claims against your customers arising from the resale of the reserved goods, including all ancillary rights, until all claims of ursulafutura have been satisfied. We accept this assignment already now. At our request, you shall immediately provide us with all information and documents required to assert the rights assigned to us against your customers.
6. Warranty and liability
6.1 You shall inspect the delivered goods immediately after acceptance and notify us in writing of any visible defects, deviations in dimensions, shortages or incorrect deliveries immediately, but no later than 14 working days after acceptance of the goods, and of hidden defects within 14 working days after their discovery. The complaint must be sufficiently substantiated and documented. If the notice of defects is not given accordingly, all warranty claims, claims for damages and other claims based on the defectiveness shall be excluded.
6.2 If the notice of defect is justified, we shall remedy the defects by subsequent performance. If we do not meet this obligation within a reasonable period of time or if a subsequent improvement fails despite repeated attempts, you shall be entitled to reduce the purchase price or to dissolve the contract. Further claims, in particular for compensation of damages and expenses in connection with defects or consequential damages, shall only exist in accordance with clause 6.3.
6.3 We shall be liable exclusively for damages which we or our vicarious agents have caused to you intentionally or by gross negligence. Liability for loss of profit, consequential and pecuniary damage and damage arising from third-party claims (e.g. penalties) as well as for damage caused by unsuitable or improper use, incorrect or negligent handling or storage is excluded. This does not apply to liability for personal injury and claims under the Product Liability Act.
7. Offset of Claims
7.1 The set-off of your claims against our claims is excluded.
8. Final Provisions
8.1 Any contract with us shall be governed exclusively by Austrian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict-of-law rules of private international law.
8.2 The contract language is German. Versions of these terms and conditions in other languages are for guidance only. Only the German version shall be authoritative.
8.3 There shall be no verbal collateral agreements. Amendments and supplements to the respective contract must be made in writing. This shall also apply to any waiver of this formal requirement.
8.4 The place of performance shall be the registered office of Ursula Futura GmbH. This shall also apply if the goods are or are to be delivered to another location.
8.5 For all disputes arising from this agreement, including the question of its effective conclusion and its termination, the court with subject-matter jurisdiction at the registered office of Ursula Futura GmbH shall have exclusive jurisdiction.