FOR SUPPLIERS OF EKPR HEALTHMARKETING CHARLOTTE SENGTHALER E. U.
These general terms and conditions of purchase apply to the purchase of goods and the subsequent processing between contracting parties and ekpr healthmarketing, charlotte sengthaler e. U. (short cs). They are binding, even if not expressly referred to. Conflicting general terms and conditions or general conditions of purchase of any kind of supplier are considered as not accepted by cs in Austria.
The order is placed exclusively in writing or by email and is only legally binding.
OFFER, OFFER ACCEPTANCE
Unless otherwise agreed, an offer addressed to CS shall be binding for at least 60 (sixty) days. The acceptance takes place in writing or by email.
PRICE, PAYMENT TERMS
All services of the supplier are reimbursed at fixed prices, excluding VAT. The agreed fixed price included all services required to fulfill the contract
are. This includes in particular all costs for any license fees, rights of use, packaging, transport, insurance and unloading costs, public fees and charges as well as any expenses. Deviating agreements must be in writing.
If the supplier reduces the list prices for his services before delivery, the prices shall be adjusted accordingly.
Advance payments are not made by cs. Unless otherwise agreed in writing, the payment period is 30 days from receipt of the invoice. The supplier will invoice after complete delivery. Deviating agreements must be in writing.
In the case of late payment, cs Austria owes default interest in the amount of 2 (two) percentage points above the base lending rate announced by the Austrian National Bank (OeNB). The claim expires if it is not asserted in writing within 6 (six) weeks after receipt of the invoice amount. The assertion of any further compensation claims is excluded.
PLACE OF FULFILLMENT, ACCEPTANCE, RISK
Deliveries must be made exclusively to the agreed place of delivery. Indivisible total deliveries are agreed. Therefore, there is no obligation for cs to accept partial deliveries. By delivery and acceptance of a partial delivery, the contract is not considered fulfilled. A fulfillment of the contract takes place only by delivery of the last partial delivery. At this time, an overall acceptance of the entire delivery takes place. Until the total acceptance there is no transfer of risk to cs.
The supplier bears the costs and the risk of the transport up to the transfer behind the first lockable door at the location of cs at the agreed place of delivery (INCOTERMS 2010 – “DDP”). The risk of loss or damage passes to cs only upon transfer.
The supplier must take out a transport insurance for the goods and pack the goods properly (see point 9). Damage caused as a result of improper packaging before acceptance by cs shall be borne by the supplier.
Upon acceptance, a completed bill of lading conforming to international standards for air and road transport must be submitted. Each delivery requires the issuance of a separate bill of lading. Without handover of the bill of lading no acceptance of the goods takes place. A possible change of the contract conditions requires the written form.
Cosmetic products that do not have an EU CPNP notification will not be accepted.
The packaging and, if necessary, palletizing must be carried out in such a way that sufficient protection for the goods contained is ensured. The shipping packages are to be labeled on the outside with the article designation and the number of sales units contained, as well as all legal test marks, symbols and instructions, in accordance with the regulations in force in Austria.
TERMINATION AND DISSOLUTION OF THE AGREEMENT
For good cause cs can terminate a contract at any time without notice. Important reasons include, but are not limited to, the following reasons, or if the supplier is liquidated or if insolvency proceedings are opened against the assets of the supplier or if they are rejected for lacking assets.
cs is entitled to declare the immediate release of the contract if there is good cause, in particular:
(a) if the supplier violates official regulations or provisions of these Terms and Conditions of Purchase;
(b) if the supplier has committed adverse actions for cs.
(c) if the Supplier directly or indirectly promises benefits to employees of cs who are involved in the conclusion or performance of the contract.
Goods of first quality are agreed. If samples have been submitted, the goods must conform to this quality.
Upon delivery of the goods, the supplier guarantees that the goods comply with all applicable Austrian regulations and their characteristic shelf life. Temporarily limited durable goods, including those, which are to be provided with an expiration date, are as fresh as possible. Cosmetic products must have an EU CPNP notification.
cs is entitled to determine the type of warranty (improvement, replacement, price reduction or conversion) in the case of warranty.
The supplier guarantees the existence of the agreed quality during the entire warranty period, for perishable goods limited to the period in which the goods should normally be used up.
Disclaimers of liability as well as limitations of liability of the supplier, in particular from the title warranty or damages, are not accepted.
The delivery of the goods must be made on time. The agreed delivery dates are fixed dates. If the supplier can see that he is in arrears with the delivery, he must notify cs immediately of the imminent delay and its foreseeable duration. This understanding does not relieve the supplier of any compensation due as a result of the delay, nor of any penalties to be paid.
In the event of delay in delivery, cs is entitled to withdraw from the order in whole or in part at any time after setting a reasonable grace period.
If the supplier is in default, cs is for each started day of delay in delivery entitled to demand a penalty amounting to 0.5% of the total order value, excluding VAT, per day, however, up to a maximum of 10% of the total order value, excluding VAT.
cs do not take any product liability legal claims. The supplier releases cs from all such claims asserted by the buyer or third parties against cs due to errors or defects in the goods. If delivered goods prove to be faulty or defective, the supplier shall notify cs immediately after becoming aware of it and take back the goods at its own expense.
The Supplier shall be liable for any damage arising from improper delivery or defective or faulty delivery of goods by the cs.
JURISDICTION, APPLICABLE LAW
Austrian law, with the exclusion of the UN Sales Convention as well as international conflict rules, is considered to be agreed. The place of jurisdiction for any claims arising from the contract shall be deemed to be the location of the relevant court of the first district of Vienna.
Should any provision of these terms and conditions be or become wholly or partially legally invalid or unenforceable, this shall not affect the legal validity of all other terms and conditions. The Contracting Parties shall replace the invalid or unenforceable provision by an effective and enforceable provision that comes as close as possible to the content and purpose of the invalid or unenforceable provision.