Terms of Service & Code of Conduct
Table of Contents:
- General Terms and Conditions
- 1 Scope of Application
- 2 Quotations
- 3 Conclusion of Contracts
- 4 Terms of Delivery
- 5 Place of Performance/Transfer of Risk
- 6 Dimensions, Weight, Quality
- 7 Acceptance
- 8 Reservation of Title
- 9 Price and Terms of Payment
- 10 Withdrawal from the Contract
- 11 Warranty and Liability
- 12 Force Majeure
- 13 Intellectual Property Rights
- 14 Prohibition of Assignment
- 15 Prohibition of Set-off / Prohibition of Withholding
- 16 Confidentiality
- 17 Applicable Law, Jurisdiction
- 18 Language
- General Conditions of Purchase
- 1 Scope
- 2 Confidentiality
- 3 Quotations made by the Contractor
- 4 Conclusion of Contract
- 5 Assignment
- 6 Delivery / Returned goods
- 7 Quality and Documentation
- 8 Place of Performance / Transfer of Risk
- 9 Acceptance
- 10 Prices, Terms of Payment
- 11 Set-off / Right of Retention
- 12 Warranty
- 13 Liability
- 14 Force Majeure
- 15 Intellectual Property Rights
- 16 Premature Termination of Contract
- 17 Applicable Law, Place of Jurisdiction
General Terms and Conditions
1 Scope of Application
1.1 Our quotations, contracts, deliveries and services (the latter two hereinafter referred to jointly as “supplies”) shall be governed exclusively by the present Standard Terms and Conditions in relation to customers, unless otherwise expressly agreed in writing.
1.2 Any from the present Standard Terms and Conditions deviating conditions shall only become binding if Green Sentinel GmbH (hereinafter referred to as “GS”) expressly agrees to these in writing within the context of each individual business transaction. If no express agreement in writing is concluded, suppletive legal provisions shall apply instead.
1.3 If any provision of these Standard Terms and Conditions is or shall become invalid and/or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provisions shall, without further agreement, be replaced by valid and enforceable provisions that best correspond to the function of the invalid and/or unenforceable provisions and the intentions of the contracting parties.
1.4 Any agreements, assurances or variations shall be executed in writing. This shall also apply to this written form requirement clause.
Quotations made by GS are non-binding.
3 Conclusion of Contracts
The contract shall be deemed to be closed when GS confirms the customer’s purchase order in writing.
4 Terms of Delivery
4.1 Liability regarding the agreed delivery times shall be subject to the fulfilment of all the obligations incumbent on the customer, in particular timely provision of documents, clarification and approval of all plans and drawings as well as compliance with the agreed payment terms.
4.2 GS would like to point out that in case of equipment delivery the customer shall obtain any regulatory and third-party authorisations (e.g. licenses) or documents for operation of the equipment.
4.3 GS shall be entitled to carry out preliminary and partial supplies and/or services and to submit partial invoices.
4.4 The involvement of subcontractors by GS shall always be permitted.
4.5 Where not expressly agreed as binding, delivery dates shall be non-binding and shall always be deemed to be the probable dates of arrival at the place of performance.
4.6 If compliance with the delivery date is prevented due to unforeseen or unavoidable circumstances, in particular events of “Force Majeure” affecting GS or minimum one of its subcontractors or for reasons attributable to the customer’s sphere of responsibility, the delivery period shall be extended at least for the duration of these circumstances. Should additional costs arise due to the extension of the delivery time as described above as a result of unforeseen or unavoidable circumstances, they shall be reimbursed to GS by the customer.
4.7 Any supplies for which the place of performance and the place of manufacture are not the same shall be called off immediately by the customer, otherwise GS shall – at its sole discretion – be entitled to store the supplies at the customer’s expense and risk after the expiry of 14 (in words: fourteen) calendar days counted from notification of readiness for dispatch.
4.8 The delivery time – whereof start and end shall be agreed upon among the parties – shall be deemed to be complied with if the supplies are available within the agreed delivery deadline at the place of performance and readiness for dispatch is notified respectively the services were executed at the place of performance.
4.9 Unless agreed otherwise, the customer shall assume responsibility for the costs of transportation and shall therefore be entitled to choose the method and route of transportation
4.10 In case of delay of any supplies without default of GS, the supplies shall be deemed to be delivered when notice of readiness for dispatch was sent.
5 Place of Performance/Transfer of Risk
5.1 Unless agreed otherwise, the place of performance shall be the place of manufacture.
5.2 The place of manufacture shall be the place at which the equipment is ready for dispatch.
In case of services provided at the customer’s permanent establishment or site, the respective location shall be deemed to be the place of performance.
5.3 If the place of performance is the same as the place of manufacture, the transfer of risk shall be deemed to take place upon handover to the (first) carrier or forwarder. In any other case the transfer of risk shall be deemed to take place at the agreed place of performance unless contractually agreed otherwise.
6 Dimensions, Weight, Quality
6.1 Deviations in dimension, weight and quality shall be permitted in accordance with generally applicable practice. If calculated weights are decisive, the usual allowance shall be calculated in relation to rolling tolerance, rivets, screws, welding stock and the like.
6.2 The weights shall be determined on calibrated scales and shall be decisive for the calculation. Proof of weight shall be executed by means of the presentation of a weighing slip.
7.1 Acceptance of the supplies shall be deemed to be the written confirmation of the customer about contract conform execution of the works.
7.2 The customer shall bear any costs arising in connection with the acceptance.
7.3 If services are not accepted within the agreed time limit, the transfer of risk shall be deemed to take place upon notification of readiness for acceptance by GS.
8 Reservation of Title
8.1 GS reserves title to all goods until full performance of the customer’s contractual obligations, in particular until the full payment of the agreed price plus interest and costs.
8.2 In case of customer’s payment default it shall be required, upon request by GS, to immediately return goods already delivered.
8.3 If the item is taken abroad and if the reservation of title becomes invalid by virtue of provisions of property law, the customer shall be obliged to undertake all measures necessary to re-establish, maintain and enforce reservation of title
8.4 In case of seizure or other claim the customer shall be obliged to GS’s reservation of title and to inform GS immediately of the name of the pursuing party, the amount of the claim, the court and the case number.
8.5 In order to secure the claims of GS, the customer hereby assigns to it its claims arising from the resale of the goods which are subject to reservation of title, even if they have been processed, transformed or mixed, and undertakes to make a corresponding entry in its books or invoices. In addition, the customer shall be obliged to notify GS of any abnormal depreciation in the value of the goods.
9 Price and Terms of Payment
9.1 The price agreed between the parties shall be net and shall not include any costs, taxes or duties which may arise in the course of the service that were not foreseeable at the time that the contract was awarded. These must be reimbursed separately by the customer.
9.2 If there is a delay in the performance of one of the obligations of GS, which is a precondition for a payment by the customer, the payment shall be made by the customer according to the actual progress. In case of default of payment or delay of other supplies resulting from this or other transactions GS, irrespective of its other rights, may withhold or defer its own performances until the overdue payments have been made, and shall be entitled to withdraw from the contract without grace period and shall be entitled to reimbursement of the expenses and costs incurred until that time.
10 Withdrawal from the Contract
10.1 GS shall be entitled at any time to withdraw in whole or in part from the contract – with or without grace period – for the following reasons:
- a change in the customer’s ownership structure;
- the assignment of claims against GS and the transfer of the collection of claims against GS to third parties;
- violations of statuary regulations or the provisions of these Standard Terms and Conditions by the customer.
This shall also apply if
- the customer has – to the disadvantage of GS – entered into immoral contracts or has entered into agreements that contravene the principles of competition;
- the customer has directly or indirectly promised or given benefits to employees of GS, who are involved in the conclusion or performance of the contract, or has threatened them with or inflicted disadvantages upon them;
- the execution, respectively the commencement or the continuation of supplies became – for reasons attributable to the customer – impossible or further delayed despite a reasonable grace period;
- concerns have arisen about the customer’s solvency and neither the requirement of GS for an advance payment nor for a suitable security before delivery has been satisfied.
10.2 The customer shall be obliged to inform GS immediately of such circumstances. In the event of withdrawal, performances or partial performances already provided shall be invoiced and paid for in accordance with the contract without prejudice to GS´s claim for indemnity, including pre-litigation expenses. This shall also apply in so far as the supplies have not yet been taken over by the customer and to preparatory activities provided by GS. In lieu thereof GS also reserves the right to require the return of goods already delivered.
10.3 Unless more specific regulations have been agreed, delay in delivery due to gross negligence attributable to GS as well as an unfruitful expiry of a grace period shall be prerequisites for the customer’s withdrawal from the contract. The withdrawal shall be asserted in writing by registered letter
11 Warranty and Liability
11.1 The customer shall be obliged to immediately assess the supplies provided by GS, at the latest within 3 (in words: three) calendar days counted from the provision of these supplies, and claim possible defects according to Section 377 UGB (Austrian Commercial Code), on pain of the immediate forfeiture of all claims.
11.2 Section 924 of the ABGB (Austrian Civil Code) is excluded. The existence of defects shall be always be substantiated by the customer. The warranty period shall be 12 (in words: twelve) months counted from taking over. Rights of recourse according to Section 933b ABGB shall lapse after the expiry of 12 (in words: twelve) months.
11.3 The warranty period shall not be extended by remedy of defects or any other remedial measure under warranty.
11.4 GS shall only be liable for possible defects that occur when the prescribed operating conditions are complied with and during normal use of the supplies. No warranty shall be provided for wear and tear and minor damage to the paintwork.
11.5 The customer shall not be entitled to any claims for warranty and indemnity in the event of defects which are attributable to
- incomplete information of the customer;
- unauthorised interventions, alterations and maintenance and repairs executed by the customer and/or third parties concerning supplies of GS without written consent of GS;
- improper assembly, commissioning or use of the supplies of GS by the customer and/or by third parties;
- repair orders, alterations or conversions of already existing or third-party facilities or supplies.
11.6 GS shall be entitled to choose the remedial measure at its own discretion. In the event of the remedying of defects, GS can choose to either remedy the defect on site, to have the defective goods or parts thereof sent to it for rectification or replace the defective goods or components. GS must be granted the necessary time to analyse the defects and to execute rectification respectively to deliver spare parts or equipment, as the case may be.
11.7 All costs arising in connection with the remedying of the defects (such as for installation and dismantling, transportation, disposal, travel costs) shall be borne by GS only if GS gives written approval for such remedy.
11.8 The cost of the remedying of defects by the customer itself or by third parties will only be accepted by GS if prior written approval has been given for such remedy.
11.9 GS does not assume any liability for indemnity or warranty for components which were purchased from subcontractors contrary to the advice of GS and according to the customer’s express request or instruction.
11.10 GS shall only be liable in the event of wilful intent and gross negligence within the context of the statutory regulations
11.11 It shall be deemed to be expressly agreed that GS shall not be liable for damages with respect to goods which are not the subject to the contract, for other damage and loss of profit, unless gross negligence is imputed to GS.
11.12 Liability for compensation of any consequential losses (resulting from the defect) and pecuniary loss, for profits not achieved, downtime, loss of production, loss of interest and of damages resulting from third-party claims and pre-contractual claims shall be excluded.
11.13 Liability shall be assumed only up to the contract value.
11.14 If supplies are manufactured or provided on the basis of design specifications, drawings, plans, models or other information supplied by the customer, the liability of GS shall be assumed only to such extent as the supplies were executed in accordance with the information supplied by the customer.
11.15 If GS is subject to a third-party claim based on default conduct of the customer, the customer shall be required to fully indemnify and hold harmless GS.
12 Force Majeure
“Force Majeure” shall mean external and unforeseeable events that cannot be prevented by reasonable measures. If one party is unable to provide its contractual supplies due to “Force Majeure”, it shall inform the other party immediately in writing, and its obligation to perform shall be suspended until “Force Majeure” ceases unless it is possible to circumvent the impairment due to ”Force Majeure”. Neither the failure of upstream suppliers or haulage companies to adhere to deadlines nor the failure of a workpiece shall constitute “Force Majeure”. In case of “Force Majeure” the agreed period of supplies shall be extended by the duration of the event of the “Force Majeure”
13 Intellectual Property Rights
13.1 All intellectual property rights regarding the supplies of GS shall remain with the latter.
13.2 In the event of an infringement of GS’s intellectual property rights, the customer shall be liable to pay a penalty, which is based on the financial loss of GS, for each case of infringement.
14 Prohibition of Assignment
Any non-assignment clause will be agreed by the parties in a separate contract.
15 Prohibition of Set-off / Prohibition of Withholding
The offset of claims against claims of GS and the withholding of the full payment or instalments by the customer shall be excluded.
16.1 The customer shall be obliged to treat all contractual documents and information, drawings, calculations and the like received from GS or otherwise in connection with the preparation of quotations or the performance of the contract as strictly confidential and to use them only to fulfil the contractual obligations. The aforesaid shall not apply to such information and documents whereof disclosure by the customer is required by law or it can be demonstrated that it is subject to public knowledge or it is ascertainable or obtainable from public or published sources.
16.2 If the disclosure of information and documents to third parties is absolutely necessary to fulfil the contract, the customer shall impose the obligation to maintain confidentiality on them and assume liability for their compliance.
16.3 In the event of a violation of the confidentiality obligation, the customer shall for each violation pay GS a penalty that is based on the financial loss of GS.
16.4 The customer shall in any event be liable for any violations by its employees and subcontractors and their employees for compliance with the obligation to maintain confidentiality and shall fully indemnify and hold harmless GS in this respect.
17 Applicable Law, Jurisdiction
17.1 Austrian substantive law shall apply, with the exception of its conflict-of-law provisions and the UN law on the sale of goods (CISG).
17.2 The place of jurisdiction shall be the court with local and material competence for GS. GS shall at its sole discretion also assert claims in front of the court with material jurisdiction at the customer’s registered place of business.
In case of discrepancies or contradictions between the German and a foreign-language version of the present Standard Terms and Conditions, the normative content of the German version shall apply exclusively between the customer and GS.
General Conditions of Purchase
1.1 Contractual declarations and contracts of the companies of Green Sentinel (hereinafter referred to as “GS”) concerning the delivery and/or the provision of goods and/or services (hereinafter referred to as “supplies”) shall be governed exclusively by the present Standard Terms and Conditions of Purchase (“STP”) in relation to the contractor/supplier (“the contractor”), unless expressly agreed otherwise in writing.
1.2 Conditions of the contractor that deviate from the present Standard Terms and Conditions of Purchase shall only become provisions of the contract if GS (“the customer”) expressly agrees to these in writing within the context of each individual business transaction. If no express agreement in writing is concluded, suppletive law shall apply instead. Documents signed and sealed by both parties are defined as expressly written content.
1.3 The execution of the order (initial delivery) shall be deemed to constitute recognition of the present STP, and the contractor shall also accept these as being exclusive and legally binding for all further supply relationships, even if no express reference should be made to them.
1.4 If any provision of these STP is or shall become invalid and/or unenforceable, this shall not affect the validity of the remaining provisions. The invalid provisions shall, without further agreement, be replaced by valid and enforceable provisions that best correspond to the function of the invalid and/or unenforceable provisions and the intentions of the contracting parties.
2.1 The contractor shall be obliged to treat all contractual documents and information, drawings, calculations and the like received from the customer or otherwise in connection with the preparation of quotations or the performance of the contract as strictly confidential and to use such only to fulfil the contractual obligations. The aforesaid shall not apply to such information and documents whereof disclosure by the contractor is required by law or it can be demonstrated that it is subject to public knowledge or it is ascertainable or obtainable from public or published sources.
2.2 If the disclosure of information and documents to third parties is absolutely necessary to fulfil the contract, the contractor shall impose the obligation to maintain confidentiality on them and assume liability for their compliance.
2.3 The contractor shall in any event be liable for any violations by its employees and subcontractors and their employees for compliance with the obligation to maintain confidentiality and shall fully indemnify and hold the customer harmless in this respect.
3 Quotations made by the Contractor
3.1 Unless otherwise agreed, the contractor shall not be reimbursed by GS for the preparation of quotations, plans, cost estimates and the like, irrespective of whatever preparatory work was necessary therefore.
3.2 The contractor’s quotations must correspond literally with the wording of the inquiry and contain the correct inquiry number. Any possible alternative proposals must be submitted separately and must contain express references to the normative and linguistic deviations.
3.3 Quotations which do not fully contain the present STP in full – and, where applicable, additional special conditions based on the customer’s inquiry – or, for their part, refer to the contractor’s General Terms and Conditions, shall not be accepted by the customer. Any statements made by the customer in relation to such quotations of the contractor shall in no case constitute any acceptance by the customer.
3.4 By submitting its quotation the contractor declares and guarantees that all the preconditions for the fulfilment of its supplies are given. It shall not be entitled to claim that the documents submitted to it by the customer are unclear or erroneous or that individual supplies which – according to industry standards – are integral part of the supplies or are otherwise required for a contractual fulfilment are not mentioned expressly. If the contractor is of the opinion that the documents delivered to it are unclear or erroneous, the contractor must advise the customer immediately in writing of any possible shortcomings or concerns. The written warning by the contractor must be presented in a way that is comprehensible to the customer and be accompanied by sound proposals for a solution.
3.5 Quotations by the contractor which do not contain any express time limit for acceptance can be accepted by the customer for a period of 12 (in words: twelve) weeks counted from the date of their receipt.
3.6 No contract conclusion provided the contractor shall be obliged to return to the customer immediately all relevant documents made available by the customer with respect to the expected contract conclusion without being expressly requested to do so.
3.7 The customer shall be entitled to retain all plans, cost estimates and samples provided by the contractor.
4 Conclusion of Contract
4.1 Invitations for tenders made by the customer to potential contractors shall not give rise to any obligations whatsoever for the customer.
4.2 Solely written purchase orders made by the customer shall be legally binding. Purchase orders sent by e-mail or fax shall satisfy the requirement for the written form provided that they contain an official purchase order document from GS is attached, which contains among other things a retraceable order number.
4.3 The contractor shall immediately accept purchase orders by the customer in writing upon their receipt, however at the latest within 5 (in words: five) working days. Otherwise the customer shall no longer be bound by them.
4.4 Any agreements, confirmations or subsequent changes shall only be valid if confirmed by the customer in writing
4.5 Without written consent of the customer the contractor shall not be entitled to pass on orders to third parties in whole or in part. The aforesaid shall not apply to the unavoidable procurement of primary material and/or standard parts and special components. The violation of this provision shall entitle the customer to cancellation of the order without compensation and without prejudice to entitlement of further claims.
4.6 The minutes of the negotiations in the latest version confirmed by GS, if applicable, shall form an integral part of the order and shall in any case be deemed precedent to the present STP.
4.7 The contractor shall not be entitled to dispute or adjust the contract on the grounds of error (including calculation error). In addition, the contractor waives the right to dispute the contract on the grounds of laesio enormis.
A transfer by the contractor to third parties is only permitted with the prior written consent of GS. The contractor shall not be entitled to assign or transfer its contractual rights – be it in whole or in part – to a third party without the written consent of GS. Any assignment or transfer executed in contrary to this prohibition shall be invalid.
6 Delivery / Returned goods
6.1 The agreed deadlines for delivery cannot be changed unilaterally. The decisive factor for timeliness of the supplies shall be the receipt at the place of performance. The durations and deadlines for the supplies shall be calculated from the date of the placing of the purchase order by the customer.
6.2 If – in accordance with the contract – the contractor is required to provide attestations, certificates, test certificates, quality documents, legally or contractually necessary documents, certifications, operating, service or maintenance instructions or other documents, the fulfilment of the supplies shall also prerequisite the receipt of these documents.
6.3 The execution of (partial) supplies prior to the agreed due dates shall only be executed with the customer’s prior written approval, and do not constitute any preliminary claim for payments.
6.4 The inspection carried out by the customer upon taking over shall be binding for the determination of the quantity delivered. In the case of supplies provided in instalments, the customer shall be entitled to make use of the supplies in instalments even before the fulfilment of the entire supplies, without any acceptance of contractual fulfilment in such case.
6.5 The contractor must inform the customer immediately in the event of a foreseeable delay with respect to the supplies. The acceptance of the delayed supplies by the customer shall not constitute a waiver of any claims of whatever nature, in particular for indemnity claims.
6.6 The contractor shall be obliged, in the event of deadlines being exceeded, to undertake the quickest possible measures in order to reduce such delay. The costs of these measures shall be borne by the contractor.
6.7 In the event of a delay attributable to the contractor, the customer shall be entitled upon the expiry of 14 (in words: fourteen) calendar days, to withdraw from the contract with immediate effect, without being required to grant a grace period. If a fixed deadline has been agreed, then the contract shall be deemed to be dissolved upon the date when the deadline has been being exceeded, unless the customer requires fulfilment of the contract within fourteen 14 (in words: fourteen) calendar days.
6.8 The goods must be packaged appropriately. The delivery must comply with the Austrian safety, packaging and hazardous material regulations. Documents relating to the delivery (in particular those required in accordance with Sec. 9 of the present STP) must be enclosed with the delivery.
6.9 An appropriate delivery resp. dispatch note giving details of the customer’s complete consignment description, purchase order date including GS’s order number, article number, product identification number (article code) and the quantity delivered shall be enclosed with each delivery and shall be part of each corresponding invoice. The contractor is obliged to note the country of origin in purchase order confirmations and corresponding invoices of its delivered goods and declares to be informed and comply with all legal regulations with respect to the issue of such certificate of origin.
6.10 The contractor shall be obliged to collect contract goods to be returned and invoiced to GS on its own cost. In any case, transport of such contract goods to be returned shall be executed at the contractor’s cost and risk. An offset of processing fees with respect to such goods shall not be acknowledged by GS. Irrespective of any further claims of GS, in particular for compensation delivery, delayed or incomplete collection of goods to be returned attributable to the contractor shall be deemed as a contractor’s waiver of such goods thus GS shall be entitled to dispose about such goods at its sole discretion if applicable. In case of purchase orders issued by GS considering higher volumes of goods as actually needed and required for works to be executed by GS for an ultimate customer, the contractor shall be obliged to collect and take back the goods concerned on its own cost and risk from the place of delivery after respective price adaptation.
7 Quality and Documentation
7.1 The contractor must carry out a quality control process that shall be appropriate in terms of its nature and scope and that shall correspond to the latest state of the art. The contractor shall be obliged to provide all legally or contractually necessary documents, certifications and attestations in the required form and language. Operating, service and maintenance instructions must also be included in the delivery without this being stipulated separately and at no additional cost
7.2 The contractor shall be responsible to the customer for the submission of the documents and for their correctness and completeness, and shall indemnify and hold the customer harmless in this respect.
7.3 Whilst executing the orders entrusted to it, the contractor shall comply with all normative and statutory regulations and rules, in particular with reference to environmental protection, the recycling of waste material and the personal safety of employees. The relevant proof shall be carried out at the request of the customer.
7.4 The contractor undertakes to execute its deliveries in compliance with the state of the art, all relevant environmental legislation and environmental standards. Furthermore, the contractor shall also ensure (respectively as far as can reasonably be expected under economic aspects) that all supplies are executed in a manner that is environment-friendly according to environmental law and the Austrian Waste Management Act (“Abfallwirtschaftsgesetz”) as amended from time to time. This shall include the selection of environment-friendly and recyclable materials, as well as choosing low-emission, low-polluting and energy and resource-saving solutions. The contractor shall be obliged to ensure that the Waste Management Plan is up to date and shall submit proof thereof on request. Should the contractor be certified according to ISO14001, the relevant procedures and requirements with respect to environmental management shall be disclosed upon request by GS.
7.5 At any time GS as well as its client’s representative(s) together with GS shall be entitled with prior notice to execute audits with respect to systems, processes or products concerning the works or products subject to the contract or purchase order at the premises of the contractor or its subcontractor(s).
7.6 The transfer format of all documents shall be „pdf“ and „stp“. A manual in hardcopy format shall only be delivered after consent by GS.
8 Place of Performance / Transfer of Risk
8.1 Transfer of risk shall be affected for services following formal acceptance, and for deliveries at the agreed place of performance. In the absence of the latter the place of delivery notified by the customer shall be deemed to be the place of performance.
8.2 Unless other agreements have been reached between the parties, transfer of ownership shall be affected upon completion of the unloading process at the place of performance.
9.1 Inspections, tests, visits, the acceptance or approval of plans, etc. shall not constitute the conclusive acceptance of the performance by GS.
9.2 The contractor’s supplies shall be deemed to be only accepted following written confirmation by the customer.
10 Prices, Terms of Payment
10.1 Invoices have generally to be sent to „[email protected]“ in “.pdf” format.
10.2 In the event of doubt, the prices quoted in the contractor’s quotation and the prices agreed shall include all overtime, customary packaging and delivery to the place of performance at the contractor’s expense and risk and import duties, and all other fees, taxes and duties affecting the contractor, exclusive of value-added tax. If the customer should be required to discharge any taxes and/or duties, except for value-added tax, in connection with the contractor’s service, the agreed price shall be reduced by this amount. This principle can only be changed following prior written agreement of the parties.
10.3 Payments, unless otherwise agreed, shall be made in the case of supplies as per the contract within 30 (in words: thirty) weekdays with a cash discount of 3 % (in words: three percent) or within 45 (in words: forty-five) week-days net, and in the case of partial instalments, final invoices or partial final invoices within 90 (in words: ninety) week-days net and under consideration of a respective retention of 10% valid from the date of receipt of the respective auditable invoice throughout the warranty/guarantee period.
10.4 The payment period shall begin as soon as the supplies were provided in full, have been accepted by the customer, if required, and the properly issued invoice and the material certificates for the materials ordered in accordance with the attestation required have been received by the customer.
10.5 Payments shall not constitute acceptance of the supplies as being in accordance with the contract.
11 Set-off / Right of Retention
11.1 In the event of a defect, the customer shall be entitled to withhold payment completely until due rectification of the defect, and without the loss of any payment reductions, such as rebates or cash discounts.
11.2 The contractor shall not be entitled to offset claims to which it is entitled against the customer
11.3 The customer shall be entitled to offset all claims due to it and to GS against payments due to the contractor.
12.1 The customer’s acceptance or approval of the drawings or documents provided shall not constitute a waiver of warranty claims.
12.2 The warranty period for the contractor’s supplies shall start at the earliest on the date when the supplies are provided in full to the customer at the place of performance. The warranty period shall not be started by partial supplies (even if such have been contractually agreed), or by the commissioning and start-up of partial supplies by the customer
12.3 The warranty period shall be suspended by any written notification of defects..
12.4 The contractor waives its right of defence in case of late defects’ notifications. The application of Section 377 of the Austrian Enterprise Code (UGB) shall be excluded
12.5 The contractor shall be liable for defects during the warranty period in such a way that the customer – irrespective of its other rights – shall be entitled, at its discretion, to require a replacement of supplies, remedy of the defects, a reasonable price reduction or rescission. When the contractor fails to comply with its warranty obligation upon request within a reasonable period of time, as well as in other particularly urgent cases, the customer shall be entitled, without further ado, to undertake the remedy of the defects by itself at the contractor’s expense or to have such remedy carried out by a third party or, if this is not possible, to procure a replacement elsewhere. The loss incurred by the customer due to default supplies shall be reimbursed by the contractor
12.6 The place of performance and the modalities for the remedy of defects within the warranty obligation will be determined by the customer
12.7 All additional costs arising in connection with the remedy of defects (e.g. for installation and dismantling, transportation, disposal, travel costs, further tests, attestations etc.) shall be borne by the contractor.
12.8 The warranty period shall be, unless otherwise agreed, at least 12 (in words: twelve) months. In addition, the customer’s warranty rights shall in any event last for at least 12 (in words: twelve) months following commissioning by the end-user. If the customer has provided warranty to a business entity, Section 933b of the Austrian Civil Code (ABGB) shall apply mutatis mutandis.
12.9 When defects are reported within the warranty period, their existence shall be deemed to have existed already at the time of the completion of the supplies. Defects reported within the warranty period can be enforced by legal means for up to 2 (in words: two) years starting from the expiry of the warranty period. The aforesaid shall not affect the customer’s right to object the contractor’s plea of the statute of limitations.
13.1 The contractor shall be liable to the customer for all damages in connection with or as a result of the supplies.
13.2 If claims are asserted by third parties, the contractor undertakes to provide the customer with all information necessary for the defence against these claims and to join in any litigation as an intervener
13.3 The contractor shall indemnify the customer against third-party claims asserted against the customer on the grounds of a product failure or defect also attributable to the contractor.
13.4 The contractor undertakes to take out reasonable and sufficient commercial third party liability insurance in relation to the volume of orders and the provision of the supplies and the associated risks and to provide evidence thereof to the customer on request. If such evidence is not provided or if the contractor refuses to increase the insured amount appropriately, the contractor shall be deemed to be in delay and the customer may prohibit the supplies by the contractor until appropriate confirmation of insurance has been provided, or to withdraw from the contract and to claim indemnity.
13.5 The contractor shall be responsible for ensuring that the supplies are free of third party rights (especially title and lien), that the customer is provided with unencumbered ownership and that the supplies and the use thereof shall not infringe any third-party proprietary or intellectual property rights in Austria or abroad. The contractor shall indemnify and hold the customer harmless in this regard.
13.6 The customer shall only be liable for willful intent and gross negligence in accordance with the statutory provisions.
14 Force Majeure
“Force Majeure” shall mean external and unforeseeable events that cannot be prevented by taking reasonable measures. If one party is unable to provide its contractual supplies due to “Force Majeure”, it shall inform the other party immediately in writing and provide corresponding evidence, and its obligation to perform shall be suspended until the “Force Majeure” ceases to apply, unless it is possible to circumvent the impairment due to the “Force Majeure”. Neither the failure of upstream suppliers or haulage companies to adhere to deadlines nor the failure of a workpiece shall constitute “Force Majeure”.
15 Intellectual Property Rights
The contractor shall provide the customer with all intellectual property rights necessary for the proper, contractually agreed and unrestricted use of the supplies.
16 Premature Termination of Contract
16.1 The customer shall also be entitled to dissolve the contract in due course for the following reasons in particular:
- existing doubts concerning the solvency of the contractor, and if the latter fails to provide suitable surety on the customer’s request prior to the supplies;
- change of the ownership structure of the contractor;
- assignment of claims against the customer and assignment of collection of claims against the customer to third parties;
- violations of statutory regulations or the provisions of these STP by the contractor;
- if the contractor has – to the disadvantage of the customer -entered into immoral contracts or has entered into agreements with other companies that contravene the principles of competition;
- – if the contractor has directly or indirectly promised or given benefits to customer’s employees who are involved in the conclusion or performance of the contract, or has threatened them with or inflicted disadvantages upon them;
- – if – for reasons attributable to the contractor – the commencement, execution or continuation of the supplies became impossible or is further delayed despite a reasonable grace period.
16.2 The contractor shall be obliged to inform the customer immediately in writing of such circumstances.
16.3 In the event of a violation of material contractual provisions by the contractor, the customer shall be entitled to withdraw from the contract prematurely at any time in whole or in part, with or without setting a grace period without prejudice to entitlement for further claims by the customer.
17 Applicable Law, Place of Jurisdiction
17.1 Austrian substantive law shall apply, with the exception of its conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 The place of jurisdiction shall be the court with local and material competence for the customer. The customer may at its sole discretion also assert claims before the court with material jurisdiction at the contractor’s location.
Code of Conduct
The Green Sentinel of sustainability!
The name says it all: we at Green Sentinel see ourselves as pioneer and revolutionary in the field of sewage sludge processing. Both the environment and the plant operators equally profit by using our unique Recovered Sludge Resource Process.
We follow our mission from living our corporate culture, to project execution, supplier requirements resulting in the perfect solution for our customers including maintenance and support.
ACT ecologically, THINK economically, BE innovative!
We care for our environment. We do so not only for our children, but also to contribute to a healthy society. We see it as our duty to bring together ecology and economy by offering innovative solutions. This means a reduction in CO2 emissions and the recovery of resources, with an affordable and amortizing investment.
Simple and ingenious solutions – A HOLISTIC APPROACH!
It doesn’t always have to be complicated! It is our goal to break down complicated processes so they can be implemented as easily as possible. We work according to the motto for our daily challenges: “The simpler, the more ingenious!” When developing our solutions we pay great attention to the integrity of the big picture.
Sustainably MORE VALUE!
Generating added value by sustainability! Only if all processes at all levels are constantly reviewed and adjusted, an efficient maximum result can be achieved. From the initial analysis to the implementation and the following service and maintenance work. We focus on the requirements of our customers. At the same time we care for the environment. Thus every process is checked for sensibility and environmental compatibility and is only used when our goals are achieved.
Together OPEN, together HONEST!
Together with our customers and suppliers we pursue a policy of open, honest and transparent communication. Only putting all cards on the table from the beginning guarantees a customized solution. ‘Together open and honest’ is our motto and the perfect breeding ground for a constructive cooperation and the development of common ideas.