Terms and conditions

General Terms and Conditions of Business, last updated 2014

Infra Evolution GmbH
A-8240 Friedberg, Michael-Thonet-Straße 6

  1. General

1.1 Both dealers and end customers are referred to as the “Customers” in these General Terms and Conditions.
1.2 Suppliers are hereinafter referred to as the “Contractors”.
1.3 In these General Terms of Conditions “Orders” are deemed to include purchase orders.

  1. General terms of the Customer

2.1 The Customer’s terms and conditions do not apply. By placing an order with the Contractor, any general terms and conditions of the Customer are deemed to be rejected. These General Terms and Conditions of ours are accepted by the Customer when an Order is placed.

  1. Order and conclusion of contract

3.1 Orders shall only be binding for the Contractor when he has confirmed them in writing (Order Confirmation). If the Contractor confirms the Order only in parts or issues a deviating Order Confirmation, the contract shall only be concluded as confirmed by the Contractor. In this case, the Customer shall, however, have the right to withdraw from the contract in writing within eight (8) working days of receipt of the Order Confirmation.
3.2 If the conclusion of the contract was initiated by the Contractor and the Customer is a consumer within the meaning of the Consumer Protection Act, the Customer shall be entitled to declare withdrawal from the contract in writing within eight (8) working days of receipt of the Order Confirmation.

  1. Customer’s duty to collaborate

4.1 If there are no construction plans available to design the heating capacity, certain information needs to be obtained via the Customer. If the Customer provides incorrect information to the Contractor, the liability shall be with the Customer exclusively. The Contractor is under no obligation to check the correctness of the information provided to him. The Contractor who issues the invoice to the end customer is responsible for the professional definition and design of the heating capacity.

  1. Term of delivery / Delivery

5.1 The delivery dates are given in calendar weeks in the Order Confirmation. In the event of shipping delays, the Customer will be informed about the length and cause of the delay. If the Contractor fails to meet its delivery dates, the Customer may demand a declaration from the Contractor as to whether the Contractor intends to withdraw from the contract or to deliver within a reasonable period of time. If the Contractor does not make a declaration, the Customer may withdraw from the order. In no case may the Customer hold the Contractor responsible for any damage that may have arisen as a result. Any claims on the part of the Customer due to the Contractor’s failure to meet delivery dates are also excluded.
5.2 Partial shipments and early delivery by the Contractor are permitted.
5.3 The Contractor shall not be liable for delays in delivery due to force majeure. All and any events outside the Contractor’s sphere of control are considered force majeure events. In these events, the Contractor shall be entitled to extend the delivery period accordingly.
5.4 The risk is transferred when the ordered goods are handed over to the forwarding agent or carrier, but at the latest when the goods leave the factory or warehouse, at the risk of the Customer regardless of who bears the freight costs. Insurance will in any case only be taken out upon express request and in the name and for the account of the Customer.
5.5 It is the Contractor’s responsibility to determine the method of dispatch.

  1. Prices

6.1 Unless otherwise agreed, all prices are net (if the Customer is a dealer) and/or gross (if the Customer is the end customer); not included in the prices are packaging, freight and insurance and any discounts to be granted by the Contractor. All ancillary costs of the order, such as in particular the costs of carriers and forwarding agents, including customs duties, other border charges, etc., shall therefore be borne by the Customer or shall be reimbursed by the latter to the Contractor. Reimbursement shall, however, only apply in cases where the Contractor is commissioned directly.
6.2 If no prices are indicated, the Contractor’s current list prices as applicable at the time of delivery shall be deemed agreed.

  1. Installation and assembly

7.1 The permanent electrical connection of devices may only be established by a specialist company. The Contractor does not accept any liability for cases where the units are installed by the Customer or user themselves.

  1. Warranty, notices of defect, liability

8.1 The Customer shall be obliged to notify defects in writing without delay, at the latest within seven (7) days from discovery; otherwise the Contractor is exempt from performance.
8.2 The dealer’s warranty is limited to two (2) years in accordance with legal requirements.
8.3 The manufacturer is liable for warranty services as specified in the warranty certificate. The dealer who has direct contact with the end user shall handle the warranty claim directly with the service centre.
8.5 In the event of transport damage, the Customer shall demand that they be determined and documented without delay upon delivery and/or take-over at the carrier in charge (by making a note on the delivery note and shipping document). The deadline for reporting transport damage that is not visible from the outside to the carrier is four (4) days after receipt of the delivery; the same four-day period applies to postal consignments. The Customer is obliged in this context to check the received goods for delivery damage immediately. Missing items of the consignment shall be reported to the carrier immediately and even before taking over the delivery.
8.6 The Contractor is entitled to be released from all warranty claims made against him, such as in particular claims for rescission of contract or price reduction, when the Contractor rectifies the defective item within a reasonable period of time.

  1. Prices, payments and due dates

9.1 Unless otherwise agreed, all invoices shall be due for payment with 2% discount within eight (8) days from receipt of invoice and net within fourteen (14) days from receipt of invoice, even if complaints are asserted. Agreed down payments shall be due within eight (8) days from receipt of the invoice without deduction. The Contractor is entitled to issue invoices for requested partial shipments.
9.2 If payment is delayed, reminder fees of € 15 net plus 10% interest on arrears p.a. will be charged from the due date. The entitlement to reminder fees and interest on arrears shall not be subject to any fault on the part of the Customer.
9.3 The Contractor shall not be obliged to make any further deliveries under any current order before any outstanding claims, including reminder charges and interest on arrears, have been paid in full; the Contractor can, however, also in this case request security for the purchase price resulting from the additional delivery before the shipment is made.
9.4 All payments shall be made in euros. The prices indicated are ex Contractor’s place of business. All payments are to be made without charges and deductions.
9.5 All payments have debt-discharging effect and shall be made to the Contractor’s bank account given on the invoice or in the Order Confirmation or to the agent of the Contractor who is named in a power to collect bearing the company signature.

  1. Retention of title

10.1 The goods delivered shall remain the property of the Contractor until the purchase price has been paid in full and all claims resulting from previous and future deliveries of goods have been satisfied (reserved property).
10.2 If the reserved goods are passed on to third parties, the retention of title of the Contractor shall remain intact until the claims have been satisfied in full.
10.3 If the Contractor claims retention of title, he shall be entitled to take the goods delivered back with the costs of dismantling and transport to be borne by the Customer. In such event, the Customer waives the plea to disruption of undisturbed possession.
10.4 The Customer shall notify the Contractor without delay of any third party access to the reserved goods on pain of damages.

  1. Claims for damages

11.1 If the Customer cancels an order, the Contractor shall be entitled to charge either the damage suffered or a 25% cancellation fee calculated on the basis of the agreed invoiced amount, or to accept any down payment made as damages. (Please note item 3.2 – consumers have a right to withdraw from the contract within the first eight (8) days).
11.2 Damages claims of the Customer for reasons of contract violation by the Contractor – for example because of non-performance or default – are excluded to the extent permitted by mandatory law. In particular, claims for damages vis-à-vis the Contractor shall be excluded in the event of slight negligence in any case.

  1. Default of acceptance on the part of the Customer

12.1 In the event of delayed acceptance by the Customer, the Contractor shall be entitled to store the ordered goods at the expense and risk of the buyer. If the Contractor stores the goods himself, he shall be entitled to charge the Customer storage costs to the amount of 10 percent of the agreed invoice sum from the tenth day following the day on which the Customer is obliged to accept the goods. The Contractor is not obliged to transfer the stored goods to the Customer before the storage fee incurred has been paid.

  1. General provisions

13.1 Deviations from these General Terms and Conditions of Business shall be agreed in writing.
13.2 The absence of a response to any other terms and conditions communicated to the Contractor cannot be interpreted as acceptance of these terms and conditions.
13.3 The Customer explicitly waives to offset any claims of the Contractor with counterclaims.
13.4 In cases when the Customer assumes that the Contractor is in default in the performance of his duties, he shall grant a period of grace of four (4) weeks to the Contractor.
13.5 The Contractor is entitled to store, process and transmit the data of the goods and payment transactions and the data about the Customer. The Customer agrees to this use of this data in accordance with the Data Protection Act.
13.6 If individual provisions of these General Terms and Conditions of Business are invalid or unenforceable, the effectiveness of the other provisions shall not be affected by that. The invalid or unenforceable provisions are automatically replaced by valid and enforceable ones that come closest to the economic purpose.
13.7 Notifications or declarations provided for in this contract or by law shall be made by registered letter, fax (fax confirmation) or e-mail (e-mail confirmation). The postmark of a post office at the registered office or place of residence of the contracting party shall be decisive for the calculation and observance of deadlines.
13.8 The Customer explicitly waives any right to challenge these General Terms and Conditions of Business on those grounds which may be validly waived, including but not limited to mistake and lesio enormis.
13.9 Austrian law applies to these General Terms and Conditions of Business including any dispute about its valid conclusion and its pre- and post-contractual effects. The applicability of the UN Convention on Contracts for the International Sale of Goods is explicitly excluded.

  1. Place of fulfilment and place of jurisdiction

14.1 The registered place of the business of the Contractor shall be the place of performance.
14.2 The competent court at the registered place of business of the Contractor shall have exclusive jurisdiction for the purpose of deciding on all disputes.