GENERAL SALES CONDITIONS OF WESTSKY GMBH
Dr. Anton Schneiderstrasse 28 b
Gewerbepark am Fischbach
(hereinafter referred to as “westsky”)
1. GENERAL PROVISIONS
The following General Sales Conditions shall be applicable to all agreements, offers and deliveries entered or made by westsky. To become effective, any deviating terms of the customer (business partner) must be explicitly approved by westsky. Should the customer be provided with any further services within the scope of his business relationship with westsky, in addition to the General Sales Conditions the respective special terms and conditions for consulting services and/or special terms for training courses, events, and conferences shall be applicable.
Any offer made by westsky shall be non-binding. All prices shall be net prices ex works or ex westsky’s warehouse in Dornbirn (Incoterms 2020) and shall be exclusive of any other costs. Should any charges, taxes or other levies be incurred in connection with the delivery, these shall be borne by the customer.
westsky shall use its best efforts to comply with but does not warrant any delivery dates. Delivery shall be made at the expense and risk of the customer.
4. Reservation of Title
The customer shall not acquire ownership of any product from westsky until the invoice amount has been fully paid.
5. WARRANTY / GUARANTEE/ DAMAGES
5.1 The warranty and guarantee period shall be 24 months, if not explicitly agreed otherwise in writing. For repairs and adjustments, the period is limited to 6 months.
5.2 westsky shall in the event of warranty/guarantee, at its own discretion, effect a reparation or replacement of the product, a price reduction or dissolve the contract. Warranty and guarantee shall not include any parts subject to wear or expendable items.
5.3 Any claims for warranty or guarantee shall be excluded if the customer himself or a third party modified, repaired or maintained the products delivered or modified the technical specifications thereof or otherwise intervened. The same shall apply to improper handling/use or if notice of the defect is not given immediately.
5.4 Upon fulfillment of the statutory requirements, westsky shall be liable for any direct personal injuries or damage to property up to an amount of Euro 2.5 million per claim unless the applicable compulsory law provides for a higher amount. westsky shall not be liable for any kind of indirect damage or consequential damage. In no event shall westsky be liable for any damage caused by slight negligence.
The intellectual property rights in all devices and services, and in all related copyrights, patent rights, trademark rights or proprietary rights shall be due to westsky and shall remain in its exclusive ownership.
If a device is being sent to westsky for repair, all work must be performed in the plants or certified repair partners of westsky. The customer shall be obliged to duly dispatch the unit at his own expense together with a repair order. Upon completion of the service, westsky shall send back the unit CIP (Incoterms 2020). westsky shall take over transportation costs but shall not assume any liability for any loss of or damage to goods in transit.
8. PAYMENT TERMS AND DELAY IN PAYMENT
8.1 The customer shall transfer the entire invoice amount to a bank account determined by westsky immediately following receipt of the invoice.
8.2 Should the customer be in default with payment, he shall compensate westsky for all expenses incurred.
The customer and westsky shall treat all information received from the respective other party in connection with their business relationship and its transaction confidential and shall not disclose such information to any third party.
10. FINAL PROVISIONS
10.1 No supplementary agreements have been made.
10.2 To avoid misunderstandings, any changes of and amendments to agreements must be made in writing to be effective. This shall also apply to any agreed waiver of the written form requirement.
10.3 Should one or several provisions of these General Sales Conditions or the agreements amended with the help thereof be invalid in whole or in part, this shall not affect the validity of the remaining provisions. westsky and the customer shall replace the provision that is invalid or needs to be amended or interpreted by a new provision that comes as close as possible to the intended economic purpose of the original provision.
10.4 All relationships between westsky and the customer shall be exclusively governed by Austrian law. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable.
10.5 Both, westsky and the customer shall take all efforts to settle all disputes arising from the agreements, offers and deliveries or referring to the breach, annulment, or invalidity thereof out of court, e.g., by mediation. Should the parties fail to reach an agreement within a period of four weeks, any such dispute shall, at westsky’s option, be finally settled by the competent court in 6800 Feldkirch or by an arbitral tribunal pursuant to the arbitration and conciliation rules of the international arbitral tribunal of the Austrian Chamber of Commerce in Vienna (Vienna Rules) by one or several arbitrators appointed in accordance with such rules. The place of arbitration shall be Vienna. The language of the arbitration proceedings shall be English. The arbitral tribunal shall apply the law as specified in section 10.4. The four-weeks period shall commence upon receipt of a contracting party’s written request to settle a dispute.
10.6 westsky is allowed to assign orders, in whole or in part, to any of its Affiliates. The customer will be informed hereof together with the order confirmation and has the possibility to oppose in case of good cause.
10.7 Any data related to this Agreement shall be stored on an Electronic Data Processing device by westsky and shall be transmitted to other companies or business units of the westsky partners so far as this is required to duly provide the contractual services, to handle the customer’s affairs or for any business activities performed by westsky. The customer declares his consent to the above.
10.8 Insofar as one contractual party is unable to fulfill or is experiencing a delay in fulfilling a contractual obligation, this party shall immediately inform the other party of the event, the contractual obligation that is impaired, and the likely duration of the event. Insofar as force majeure prevents or delays fulfillment of a contractual obligation for more than 90 days, each party is entitled to terminate this Agreement by providing reasonable notice.
10.9 In case of contradictions between the English and the German version of the General Sales Conditions or any other document of legal relevance, the German version shall prevail.