General Terms and Conditions (GTC) for Business Customers
1. Scope of Application
The following General Terms and Conditions apply to all business relationships between STAINER and the purchaser.
Any conflicting or deviating terms and conditions of the purchaser shall not be recognized unless STAINER has expressly agreed to them in writing in an individual case.
By placing any order or inquiry without reservation, the purchaser acknowledges that exclusively these General Terms and Conditions shall apply.
2. Offer and Order Confirmation
All offers, including price lists and cost estimates, are non-binding.
The order confirmation shall be deemed accepted if it is not modified by the purchaser within the period specified on the order confirmation.
If the purchaser wishes to make changes, these must be communicated to STAINER in writing within the stated period.
STAINER is under no obligation to accept orders from the purchaser.
Illustrations, brochures, drawings, and information regarding dimensions, weights, and performance are always non-binding and must be confirmed by STAINER if the purchaser wishes them to be binding.
3. Prices
Unless otherwise agreed in writing, the stated prices apply ex works of our contracting branch or, at our discretion, ex the respective delivery plant, and are understood to be exclusive of packaging, freight, customs duties, import charges, insurance, taxes, and ancillary costs.
If the prices of our upstream suppliers change, STAINER is entitled, after prior notice, to adjust the agreed prices accordingly.
4. Delivery Periods, Partial Deliveries, and Packaging
(1) A delivery period of up to two weeks before or after the stated delivery date shall be deemed permissible and considered timely delivery.
(2) Written order confirmations and delivery dates are valid in all cases—unless otherwise expressly agreed in writing—subject to complete and timely self-supply.
For sales ex works, the delivery periods and dates shall be deemed met once the goods have left the plant within the agreed delivery period or on the delivery date.
(3) In the event of delayed delivery or non-delivery attributable to STAINER, the purchaser shall have the right to withdraw from the contract—after having granted STAINER a reasonable written grace period including a declaration that withdrawal will occur after its expiration.
Any further claims for damages due to delay or late delivery are excluded.
(4) STAINER is entitled to make partial deliveries.
Over- or under-deliveries for technical reasons of up to 10% are permissible and will be charged proportionally at the agreed price.
STAINER is not liable for punctual or proper delivery by the carrier. This also applies in cases of force majeure.
(5) All delivered packaging of all tariff categories is fully covered under ARA license number 9553 until revoked and will not be taken back.
Disposal of packaging materials is the responsibility of the purchaser.
5. Shipping and Transfer of Risk
(1) Shipment of the goods is made at the purchaser’s expense. The method of shipment and choice of transport means shall be at STAINER’s discretion.
STAINER ships the goods according to Incoterms 2020. The delivery clauses specified in the order confirmation are binding for the contractual relationship with the purchaser.
If the purchaser requests special packaging, a specific shipping method, transport mode, or insurance against any kind of damage, this must be communicated in writing at the time of ordering, and any resulting additional costs shall be borne by the purchaser.
(2) Upon handover of the goods to the carrier or freight forwarder, but at the latest upon the goods leaving STAINER’s premises or the production plant, the risk of price and loss transfers to the purchaser. This applies even if STAINER has undertaken transport, installation, or assembly at the place of destination.
(3) If collection is delayed for reasons not attributable to STAINER, the risk of price and loss shall pass to the purchaser on the day STAINER notifies readiness for dispatch.r.
(4) If the purchaser requests a later delivery date than originally agreed, STAINER shall no longer be liable for accidental loss or damage caused by negligence from the originally agreed delivery date onward.
(5) In cases of force majeure or other unforeseeable and exceptional circumstances (e.g. operational disruptions, strikes, official interventions, environmental disasters, etc.), STAINER is released from its performance obligations until normal business operations are resumed, and delivery deadlines shall be extended accordingly.
Furthermore, STAINER reserves the right to cancel outstanding delivery commitments.
The same applies if STAINER’s suppliers are prevented from fulfilling their obligations due to the above circumstances, whereby resumption of their operations shall be decisive.
6. Installation
All deliveries of goods are deemed ordered without installation.
If installation, setup, or adjustment is requested by the purchaser, this must be expressly stated in writing when placing the order, and all resulting additional costs shall be borne by the purchaser.
STAINER does not perform any work beyond the scope of its business license.
Electrical connections, structural modifications, or any related measures necessary for installation are to be provided by the purchaser.
Unless otherwise agreed in writing, installation costs shall be charged on the basis of time and materials.
The installation site must be accessible and ready for assembly.
7. Default of Acceptance
(1) If the purchaser fails to accept the goods upon delivery, or if postal delivery is unsuccessful, STAINER is entitled to store the goods at the purchaser’s expense and, after setting a reasonable grace period, to withdraw from the contract and claim damages in lieu of performance amounting to 20% of the gross order price.
(2) The right to claim additional damages—particularly for storage costs or reduced proceeds from resale—remains reserved.
(3) The purchaser is obliged to accept and immediately inspect the delivered or ready-for-pickup goods for correctness.
In the event of default of acceptance, the purchaser bears the risk of accidental loss and negligent damage to the goods by STAINER or third parties.
STAINER is entitled to store the goods at the purchaser’s expense, either on its own premises or with a freight forwarder.
8. Terms of Payment and Set-off Prohibition
(1) Unless otherwise agreed in writing, invoices are due net within 10 days of the invoice date or provision of the goods.
After this date, the purchaser is in default of payment.
(2) The date of payment is the date the amount is received by STAINER or credited to STAINER’s account.
Bills of exchange or cheques will only be accepted upon prior written agreement and shall be considered payment only after being honored.
Any discount charges and other costs related to the redemption of bills or cheques shall be borne by the purchaser.
(3) Payments must be made directly to STAINER or to persons holding written authorization to collect payments on behalf of STAINER.
(4) Incoming payments may, at STAINER’s discretion and unless otherwise indicated by the purchaser, be applied to the oldest outstanding debt including interest and costs.
STAINER reserves the right to reclaim any discount deductions subsequently.
(5) In the event of payment default, STAINER is entitled to charge default interest at the customary bank lending rate.
Furthermore, STAINER may withhold pending deliveries or services or demand advance payment or security.
(6) If the above payment terms are not observed or circumstances arise that, in STAINER’s reasonable commercial judgment, are likely to impair the purchaser’s creditworthiness, all outstanding claims become immediately due.
(7) The purchaser may only set off own claims if such counterclaims are legally related to the purchaser’s obligation and have been acknowledged by STAINER or judicially determined.
(8) If the purchaser’s financial situation deteriorates after conclusion of the contract—or if STAINER becomes aware thereafter that the purchaser’s financial circumstances were already so poor at contract conclusion as to endanger fulfillment of obligations—STAINER may withhold its performance until the counter-performance is rendered or adequately secured.
Proof of such financial circumstances shall be deemed provided, for example, by information from a reputable credit agency or bank.
9. Warranty and Liability:
(1) For consumer transactions within the meaning of § 1 KSchG, the statutory warranty provisions apply. For all other transactions, the following special conditions shall apply.
(2) The goods or the work must be inspected by the purchaser immediately upon delivery or handover.
Any defects detected must be reported in writing without delay, at the latest within three (3) working days after delivery or handover, specifying the type and extent of the defect.
Hidden defects must likewise be reported in writing without delay, at the latest within three (3) working days after discovery, specifying the type and extent of the defect.
Failure to give notice of defects, or failure to do so in time or in writing, shall constitute acceptance of the goods or work.
The assertion of warranty or damage claims, as well as the right to contest on the grounds of error, shall then be excluded.
Defects in part of a delivery do not entitle the purchaser to reject the entire delivery.
(3) The warranty period is six (6) months from delivery or handover and is neither extended nor interrupted by attempts at improvement.
Contrary to the presumption rule of § 924 ABGB, the purchaser bears the burden of proof that a defect existed at the time of handover.
(4) It shall be at STAINER’s discretion to fulfill warranty claims by replacement, repair, price reduction, or rescission.
The assignment of warranty and/or damage claims is not permitted.
In the event of resale or further transfer of the goods by the purchaser, all warranty claims against STAINER are excluded; the right of recourse under § 933b ABGB is waived.
Any processing or alteration of the goods voids warranty rights.
(5) Special provisions for the supply of screen-printing frames, ski and snowboard films, other films, wood, papers, or boards used for further processing:
(a) The printing motifs must be checked by the purchaser in advance for correctness, size, and positioning and approved in writing.
The purchaser must also check and approve in writing the conformity of the submitted preliminary and intermediate products.
The risk of any errors transfers to the purchaser upon written approval, unless such errors arise during or after the production process or could not have been detected.
(b) STAINER assumes no liability for the suitability of materials supplied by the purchaser.
Only in cases of obvious unsuitability must STAINER warn the purchaser; otherwise, liability is excluded.
(c) It is expressly stated that the final product—due to differing manufacturing processes and materials—may exhibit color variations compared to preliminary or intermediate products. Such color variations shall not constitute a defect.
(d) For the delivery of screen-printing frames, glass-processing films, ski and snowboard films, or other films, wood, papers, and boards, or for related contract finishing or processing work, STAINER shall not be liable for any impairment of the material to be finished or processed unless the damage was caused intentionally or by gross negligence.
Liability for consequential damages (such as impairment of supplied material, downtime, or contractual penalties) is excluded unless caused intentionally or by gross negligence.
(e) Liability for improper storage of the goods is excluded in all cases.
(6) STAINER shall only be liable for damages where intent or gross negligence can be proven, within the limits of statutory provisions; this does not apply to damages resulting from injury to life, body, or health.
Liability for indirect damages, loss of profit, or positive breach of contract is excluded.
(7)Claims under warranty or damages are limited to STAINER’s own work and capped at the respective order value.
(8) Paper and wood are natural materials. Their natural biological, chemical, and physical characteristics must therefore be considered when purchasing and using them.
(9) Printing errors that are only noticeable at a viewing distance of less than approximately three meters (for façades and outdoor applications less than ten meters) shall not be deemed grounds for complaint.
(10) Hidden defects must be reported immediately upon discovery, but no later than three working days after receipt of the goods, in writing, or all claims shall be forfeited.
(11) The warranty period for movable goods is three months.
The presumption period under § 924 ABGB is excluded.
The purchaser must prove that a defect existed at the time of handover.
The right of recourse under § 933b ABGB expires two years after performance by STAINER.
10. Retention of Title
(1) All delivered and installed goods remain the property of STAINER until full payment of the purchase price, including interest and ancillary charges.
(2) The retention of title also extends to any products resulting from processing.
In the event of processing, combination, or mixing with other materials, STAINER acquires co-ownership of the resulting products in proportion to the value added.
If this proportion cannot be determined, co-ownership shall be assumed in proportion to the gross contract value, but at least 30 % of the total product value.
(3) All claims arising from the sale of goods to which STAINER retains ownership are hereby fully assigned by the purchaser to STAINER—or, in the case of processing, to the extent of the co-ownership share—for the purpose of security and satisfaction. Upon request, the purchaser must provide STAINER with all necessary documents for collection.
(4) In the event of payment default, early maturity, or the opening of restructuring or insolvency proceedings against the purchaser, STAINER is entitled to assert ownership of all delivered goods.
The purchaser must immediately return the goods at their own expense to STAINER.
(5) The purchaser must inform STAINER immediately of any seizure or other interference with ownership by third parties.
The purchaser is further obliged to bear the costs of any measures required to eliminate such interference, including legal intervention or security procedures.
11. Newsletter, Data Protection, and References
(1) If the customer, during the ordering process or elsewhere, has ticked the box to receive advertising emails—especially newsletters—they will receive communications from our company about products, offers, and other company-related information.
This consent may be revoked at any time, including through an unsubscribe link in each newsletter.
(2) The purchaser further agrees that images of manufactured works may be used by STAINER as references in brochures, project descriptions, or on the STAINER website or related company websites.
12. Reproduction Rights, Drawings, Print Data, Samples, Images, Photos, and Third-Party Rights
(1) Plans, sketches, samples, and other technical documents remain the exclusive intellectual property of STAINER. Reproduction or imitation of delivered goods, or transfer of such items to third parties for that purpose, is not permitted without written consent from STAINER.
(2) The purchaser is liable to STAINER for ensuring that the execution of commissioned work and the use of drawings, print data, samples, images, or photos provided by the purchaser do not infringe third-party rights. By submitting such materials, the purchaser irrevocably declares that they hold all related intellectual property and usage rights (in particular copyrights and other exploitation rights) and shall fully indemnify and hold STAINER harmless from any third-party claims.
(3) Data provided by the purchaser are not automatically archived by STAINER, unless expressly requested.
In such cases, STAINER reserves the right to charge an archiving fee.
13. Place of Jurisdiction, Applicable Law, Severability Clause
(1) For all disputes arising from the contractual relationship, the court of jurisdiction shall be the competent court for STAINER’s registered office, currently the District Court of Zell am See or the Regional Court of Salzburg, provided the purchaser is not a consumer within the meaning of § 1 KSchG.
(2) This contract is governed by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(3) Should individual provisions of this contract be or become invalid, the validity of the remaining provisions shall remain unaffected.
The contracting parties agree to replace any invalid provision with one that most closely reflects the intent and purpose of the original clause.mmung am nächsten kommt.
Effective as of: 01 October 2024