General Terms and Conditions
I. Scope of application
1. for all offers and deliveries of Craneparts Nagl GmbH (hereinafter referred to as
Craneparts) that are agreed from 1 April 2023 onwards shall be governed exclusively by the following terms and conditions and, in addition, by the statutory provisions. Any terms and conditions of the customer that conflict with or deviate from these terms and conditions shall not be recognised unless Craneparts has expressly agreed to them in writing.
2. these terms and conditions shall also apply to all future business relationships between Craneparts and the customer, but only in business transactions with persons who are not consumers within the meaning of § 1 para. 1 no. 2 KSchG.
II Offer and conclusion of contract
1. offers from Craneparts are non-binding, the contract is only concluded by an order confirmation from Craneparts following the customer’s order.
2. if the customer’s order is to be qualified as an offer within the meaning of § 861 ABGB, the customer is bound to his order for 4 weeks. The contract shall be concluded if Craneparts confirms acceptance of the order in writing within this period or carries out the delivery. The contract is also concluded if the delivery is not made until after the deadline has expired, unless the customer returns the goods immediately.
3. all agreements made between the customer and Craneparts for the purpose of executing an agreement are conclusively laid down in writing in the agreement and in these General Terms and Conditions.
4. all information in Craneparts’ documents, e.g. in catalogues, brochures, type lists, data sheets and other advertising material as well as in product specifications shall not be deemed to be quality agreements or guarantees without separate written agreement. The assumption of a guarantee is made exclusively through the issue of corresponding certificates. If a new appliance guarantee is assumed, the customer’s rights under the new appliance guarantee conditions shall apply in addition to his statutory rights and his rights under these terms and conditions.
statutory rights and his rights under these terms and conditions.
5. insofar as documents such as illustrations, drawings, weights and dimensions and cost estimates that Craneparts provides to the customer are protected by copyright, Craneparts shall not grant the customer any rights of use to them. The customer must obtain Craneparts’ express written consent before passing them on to third parties.
6. transfers of the customer’s rights and obligations arising from the contractual relationship require the prior written consent of Craneparts.
III Prices
1. all prices are net prices ex works or warehouse plus the applicable value added tax. VAT shall be shown separately on the invoice at the rate applicable at the time of delivery.
2. packaging and delivery costs requested by the customer or deemed necessary by Craneparts shall be charged separately. The customer shall bear the costs for any return transport of the packaging to Craneparts. Returnable packaging must be returned by the customer.
3. if the customer requests delivery more than 3 months after conclusion of the contract, Craneparts reserves the right to increase or reduce the agreed prices in the event of cost changes that have occurred after conclusion of the contract and during the manufacturing process, in particular due to collective labour agreements and changes in material prices for which it is not responsible, but which it can prove to have incurred.
4. all changes in the price occurring after conclusion of the contract which are due to an agreed foreign currency or an exchange rate in relation to the euro shall be borne by the customer.
5. in the case of repair contracts, a cost estimate prepared by Craneparts shall only form the basis of the repair contract if the order is placed within three weeks of submission of the cost estimate.
IV. Terms of payment
1. unless otherwise agreed, invoices are due for payment immediately without deduction. If the goods are not collected, the claim shall be due no later than two weeks after notification of completion by Craneparts and receipt of the invoice. The customer shall be in default if payment is not received by Craneparts within 14 days of receipt of the invoice.
2. in the event of late payment by the customer, Craneparts shall be entitled to charge interest on arrears in the amount of 3%, but in the event of culpable late payment, interest on arrears in the amount of 8 percentage points above the base interest rate.
3. in the event of late payment, the customer is also obliged to pay Craneparts an amount of € 10 per reminder in addition to the interest incurred.
4. craneparts reserves the right to claim any higher damages caused by the customer.
5. if partial payments have been agreed, the entire remaining purchase price shall be due for payment immediately if the customer is more than 14 days in arrears with all or part of an instalment. Craneparts is also entitled to demand immediate payment of the remaining claim if, after conclusion of the contract, the customer’s assets deteriorate or deteriorate for the first time or if Craneparts becomes aware of this for the first time after conclusion of the contract, the remaining claim appears to be jeopardised as a result and Craneparts has previously requested the customer to provide appropriate security without success.
6. the customer shall only be entitled to withhold payments or offset them against counterclaims if its counterclaims are undisputed or have been recognised by declaratory judgement.
V. Delivery and delay
1. the delivery period shall commence on the date of the order confirmation. In the event of subsequent amendments to the contract, the delivery period shall be redefined if necessary. Compliance with binding delivery times requires the timely receipt of all preliminary services to be provided by the customer (in particular documents to be supplied, authorisations and approvals) as well as compliance with the agreed terms of payment. If these preconditions are not fulfilled in good time, the delivery times shall be extended by the duration of the delay.
of the delay that has occurred. This does not apply if Craneparts is responsible for the delay.
2. the delivery time shall be deemed to have been met if the goods have left Craneparts’ factory by the time it expires or Craneparts has notified the customer that the goods are ready for dispatch.
3. partial deliveries are permissible insofar as they are reasonable for the customer.
4. force majeure, industrial action (in particular strikes) and other circumstances for which Craneparts is not responsible and which temporarily prevent Craneparts from delivering or make delivery considerably more difficult shall entitle Craneparts to postpone the date of performance by the duration of the hindrance. If the hindrance lasts longer than four months, the customer is entitled to withdraw from the contract. Other cancellation rights of the customer remain unaffected. If the aforementioned circumstances lead to a hindrance of unforeseeable duration, Craneparts shall also be entitled to withdraw from the contract after four months.
5. if the customer does not collect the goods on the agreed delivery date or within the agreed delivery period or if the dispatch of the goods is delayed due to the customer’s behaviour, Craneparts may, one month after the customer is in default of acceptance, demand compensation from the customer for the costs incurred in storing the goods, but at least 1.5% of the invoice amount per month. Both parties reserve the right to prove higher or lower storage costs. Craneparts’ claim to compensation for any additional costs incurred for the offer, storage and preservation of the goods shall remain unaffected.
6. craneparts is also entitled, after the customer has been given a reasonable period to accept the goods and if this period has expired unsuccessfully, to choose to dispose of the goods elsewhere and to provide the customer with an equivalent replacement for the ordered goods, or to withdraw from the contract. If Craneparts cancels the contract, the customer shall be entitled to compensation for loss of profit, unless the customer is not responsible for the delay in acceptance. If Craneparts disposes of the goods elsewhere after unsuccessfully setting a deadline for acceptance, the customer must accept the delay associated with the delivery of replacement goods. In the event of a delay of unreasonable duration, the customer shall be entitled to withdraw from the contract.
VI Transfer of risk and dispatch
1. unless otherwise agreed, the place of performance and fulfilment shall be the registered office of Craneparts in A-4844 Regau
2. the risk shall pass to the customer upon dispatch of the goods. This shall also apply if Craneparts has assumed further services, such as delivery and installation, or if Craneparts bears the shipping costs.
3. if the customer collects the goods himself – including by third parties – the goods shall be secured and transported at the customer’s own risk.
4. if dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer on the day the goods are ready for dispatch.
5. at the customer’s request and expense, the goods can be insured by Craneparts against theft, breakage, transport, fire and water damage and other insurable risks.
6. in the case of repair contracts, acceptance of the object of the order shall be carried out by the customer at Craneparts’ premises, unless otherwise agreed. If acceptance is delayed through no fault of the customer, acceptance shall be deemed to have taken place two weeks after notification of completion.
7. in the case of repair contracts, the customer is obliged, subject to other agreements, to collect the object of the order from Craneparts no later than one week after notification of completion. If the customer is in default of acceptance, Craneparts may demand compensation for the costs incurred in storing the ordered item.
8. if, in the case of repair contracts, the object of the order is delivered by Craneparts or a third party commissioned by Craneparts at the customer’s place of business or at another location at the customer’s request, the customer shall bear the risk and costs of transport. The same shall apply in the event that the subject matter of the order is collected from the customer.
VII Deterioration of the customer’s financial situation
1. craneparts has the right to withhold the goods if the customer’s financial situation has deteriorated significantly after
Craneparts has the right to withhold the goods if the customer’s financial situation has deteriorated significantly after conclusion of the contract or if such deterioration is to be feared or if Craneparts becomes aware of such deterioration or a significant threat to the customer’s financial situation after conclusion of the contract and Craneparts’ claims are jeopardised as a result. Craneparts’ right to refuse performance shall lapse if the customer has paid the purchase price or provided security in the amount of the purchase price.
2. if the conditions set out in clause 1 are met, Craneparts shall also have the right to withdraw from the contract. However, this shall only apply if Craneparts has previously set the customer a reasonable deadline to provide adequate security for all claims due and if this deadline has expired without result.
VIII Retention of title
1. the goods of Craneparts (including, in particular, spare parts, units and accessories installed as part of repairs) shall remain the property of Craneparts until the purchase price has been paid in full.
2. as long as the retention of title exists, any transfer of the reserved goods to third parties or any other disposal thereof is only permitted with the prior written consent of Craneparts. In particular, a resale of the reserved goods is only permitted if the customer notifies Craneparts of this in good time in advance, stating the name or company name, the exact business address and the current contact details of the buyer, and Craneparts consents to the resale. In the event of Craneparts’ consent, the purchase price claim shall already now be deemed assigned to Craneparts and Craneparts shall be authorised to notify the third-party debtor of this assignment at any time.
3. the customer is authorised to collect the purchase price claims assigned to Craneparts in its own name. However, the customer is obliged to immediately transfer the collected proceeds to Craneparts in the amount in which the purchase price for the goods is still outstanding. Craneparts is entitled to revoke the collection authorisation as soon as the customer is in default of payment to Craneparts.
4. if the goods are processed, Craneparts shall acquire co-ownership of the new item in proportion to the value of the goods delivered by it. The same shall apply to a combination of the goods with another object that could no longer be dissolved or could only be dissolved with economically unreasonable measures.
5. the customer must treat and store the reserved goods with care and carry out necessary and customary inspection, maintenance and servicing work at his own expense.
6. the customer shall be obliged to insure the reserved goods at its own expense at replacement value against risks against which the reserved goods are usually insured according to their type. If the customer does not fulfil this obligation, Craneparts shall be entitled to take out such insurance at the customer’s expense.
7. the customer shall immediately notify Craneparts in writing of any access by third parties to the reserved goods, in particular by way of seizure or confiscation, and inform the third party of the existence of the retention of title. Insofar as the third party is not in a position to do so,
Craneparts for the judicial and extrajudicial costs of a successful enforcement action pursuant to § 37 EO, the customer shall be liable to Craneparts for the resulting damage.
IX. Warranty
1. the dimensions and weights contained in the documents provided by Craneparts (e.g. illustrations, drawings) are only approximate and do not constitute characteristics pursuant to § 922 (1) ABGB (Austrian Civil Code) that entitle the customer to a warranty, unless Craneparts has expressly designated them as binding. Craneparts is not liable for its public statements or public statements made by the manufacturer or its agents relating to the characteristics of the delivered goods if and insofar as the customer cannot prove that these statements influenced his decision to purchase, or if Craneparts was not aware of the statements and did not need to be aware of them, or if the statements had already been corrected at the time the contract was concluded.
2. craneparts reserves the right to make changes to the design and shape, deviations in colour and changes to the scope of delivery, provided that the object of purchase is not significantly changed and the change is reasonable for the customer, taking into account the interests of craneparts.
3. the customer must inspect the goods received for defects without delay and notify Craneparts of defects in writing without delay, but at the latest within a period of two weeks. If the customer fails to report the defect within this period, the delivered goods shall be deemed approved. Defects which could not be discovered even
Craneparts must be notified in writing immediately, but at the latest within a period of two weeks after their discovery; otherwise the delivered goods shall be deemed to have been approved even in view of these defects.
4. if the delivered goods are defective at the time of the transfer of risk, Craneparts shall be entitled, notwithstanding § 932 para. 1 ABGB, at its discretion, to deliver new goods (replacement) or to remedy the defect (improvement). If the customer’s notice of defect was unjustified, Craneparts shall be entitled to demand reimbursement from the customer for the expenses incurred in the course of the examination of the notice of defect.
5. if the improvement or replacement fails, the customer may, at its discretion, demand a reduction in the purchase price or withdraw from the contract. Craneparts shall only be liable for damages in accordance with Clause XI. Improvement shall be deemed to have failed if the defect has not been remedied by Craneparts after three attempts at improvement. If a defect that has initially been remedied by Craneparts occurs again after 14 days, the next attempt at improvement shall be deemed a new attempt within the meaning of the preceding sentence.
6 Craneparts shall not be liable for minor defects. Minor defects are those defects which only insignificantly impair the contractually agreed quality of the goods or, in the event that no such agreement has been made, the use assumed under the contract or, in the event that no such agreement has been made, the normal use of the goods and/or the defect disappears shortly on its own and/or can be remedied by the customer himself with only insignificant effort. § Section 928 ABGB remains unaffected.
7. in the case of repair orders, defects in the repair service must also be reported to Craneparts by the customer immediately, but at the latest within a period of two weeks after their discovery. In this case, Craneparts is obliged to rectify the defect. If the improvement fails, the customer is entitled to reduce the remuneration claim or to withdraw from the contract. Improvement shall be deemed to have failed if the defect has not been remedied after three attempts at improvement by Craneparts. Even then, Craneparts shall only be liable for damages in accordance with clause XI.
8. all warranty claims shall expire within one year of delivery or acceptance of the item. The shortening of the limitation period shall not apply in the event of intentional or grossly negligent causation or injury to life, limb or health. X. Compensation from Craneparts in the event of premature termination of the contract by the customer
If the contract is cancelled by the customer in agreement with Craneparts before the goods to be delivered under the contract have been handed over to the customer or the customer has been notified that they are ready for dispatch, Craneparts shall be entitled to reimbursement of the expenses incurred up to the cancellation due to the execution of the contract.
XI. Liability and compensation
1. claims for damages by the customer, in particular claims for compensation for consequential damages and for compensation for loss of profit, are excluded. This shall not apply in the event of intentional or grossly negligent behaviour on the part of Craneparts or if the customer’s claim for damages is based on injury to life, limb or health or in the event of a breach of material contractual obligations. In the event of a breach of material contractual obligations due to simple negligence, Craneparts’ liability shall be limited to compensation for typical and foreseeable damages.
2. any liability based on mandatory provisions of the Product Liability Act shall remain unaffected.
XII Severability clause
Should one or more provisions of these General Terms and Conditions be or become void, ineffective or unenforceable in whole or in part, this shall not affect the effectiveness of the remaining provisions. Such a clause shall be replaced by an effective provision that comes as close as possible to the economic intent of the previous clause. The same applies in the event of a loophole.
XIII Place of jurisdiction and applicable law 1. place of jurisdiction is the regional court of Wels.
1. the exclusive jurisdiction of the competent court for the registered office of Craneparts Nagl GmbH is agreed (currently 4844 Regau).
However, Craneparts Nagl GmbH is also entitled to sue the customer at any other legal place of jurisdiction.
2 Austrian law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of laws rules.
Status: 1 April 2023
