GTCs
1. General Provisions:
These General Terms and Conditions apply in addition to the order confirmation issued by us. In the event of a contradiction between these General Terms and Conditions and the order confirmation, the order confirmation shall take precedence. All orders placed and accepted by us are subject to the provisions of the applicable Ö-Normen (Austrian Standards) in their current version and are considered binding for both contractual parties. Deviations from these General Terms and Conditions are only binding if we have acknowledged them in writing. Verbal contract amendments are non-binding for both parties unless subsequently confirmed in writing by the management of Optiwin GmbH. If any provision of these General Terms and Conditions is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a mutually agreed provision that comes as close as possible to the purpose of the invalid provision.
2. Offer, Order Confirmation, and Changes:
Orders and other offers are binding on us only if confirmed in writing. Deviating or supplementary agreements require written form to be valid. Optiwin GmbH is bound to the offers it submits for a period of 30 days from receipt by the customer. After placing an order, the customer receives an order confirmation, which must be reviewed, signed, and returned. The order is only released for production once the signed order confirmation has been returned and the agreed advance payment has been received. By returning the signed order confirmation, the customer confirms receipt, awareness, and acceptance of the General Terms and Conditions of Optiwin GmbH. Changes can be made free of charge within three working days after the order confirmation is sent. After this period, costs will be incurred for processing and any work already performed.
3. Prices:
Optiwin GmbH communicates its prices to contractual dealers via a continuously updated price list. Deviations from this price list are only valid if confirmed in writing in the order confirmation issued by Optiwin GmbH. Prices are net ex works, plus packaging costs. Product installation is not included in the prices. If material, labor, or production costs change after the order is placed due to factors beyond the control of Optiwin GmbH, the company is entitled to adjust prices accordingly.
4. Cancellation:
If the customer cancels the order before production begins, Optiwin GmbH is entitled to charge a cancellation fee of 20% of the order amount. This cancellation fee is due upon receipt of the written cancellation. Any additional claims for damages by Optiwin GmbH remain unaffected by this cancellation fee. The customer acknowledges the reasonableness of this fee, and the judicial right to reduce the amount is expressly excluded between businesses. If the cancellation occurs after production has started, the full order amount must be paid as agreed.
5. Delivery Date/Delivery/Acceptance:
Delivery dates are specified in the written order confirmation sent by Optiwin GmbH to the customer. Deviating delivery dates are only valid if confirmed in writing. Orders are generally placed ex works. If the customer requests a free-house delivery, a separate shipping fee will be charged for each such order. Events of force majeure, including natural disasters or other unforeseen circumstances, release Optiwin GmbH from complying with agreed delivery deadlines. Optiwin GmbH will inform the customer in a timely manner about the estimated delivery date. The goods must be accepted upon completion. If the customer fails to accept the goods without justified objections, the goods shall be deemed accepted as of the completion date. In this case, Optiwin GmbH will store the goods at the customer’s risk and expense.
6. Notification of Defects:
In business transactions, the buyer is obligated to inspect the received goods for defects within a reasonable period and to notify Optiwin GmbH. Both parties agree that a reasonable period is 7 days. Obvious defects must be noted in writing on the delivery note upon receipt. Any defects, including hidden defects, must be reported to Optiwin GmbH in writing without delay, specifying the nature of the defect. Defects reported outside this period can no longer be processed free of charge by Optiwin GmbH.
7. Warranty:
Optiwin GmbH warrants that its products conform to the contract at the time of delivery. This is presumed unless proven otherwise, provided the defect becomes apparent within six months of delivery. A warranty claim arises if the customer notifies Optiwin GmbH of the defect in writing within the specified period under section 6 and provides a detailed description. Warranty claims expire no later than two years after the delivery of the contractual products.
8. Payment Terms:
Payment terms are agreed upon individually.
9. Offsetting:
The customer is expressly prohibited from offsetting claims against receivables from Optiwin GmbH.
10. Default Interest:
In the event of delayed payment, default interest of 10% per annum will be charged from the due date until payment is received by Optiwin GmbH.
11. Collection and Legal Costs:
In addition to default interest, Optiwin GmbH is entitled to claim reasonable dunning charges in case of delayed payment. The customer agrees to reimburse Optiwin GmbH for all necessary out-of-court and court collection and enforcement costs incurred due to the payment delay.
12. Retention of Title:
All goods delivered by Optiwin GmbH remain the property of Optiwin GmbH until full payment has been made.
13. Right of Retention:
If a customer places multiple separate orders with Optiwin GmbH, the right of retention is only permitted for the disputed order. The customer may not withhold payments for properly executed orders. Furthermore, in the event of a justified complaint, the customer is only entitled to withhold an appropriate portion of the payment but not the entire amount.
14. Liability and Compensation for Damages:
Optiwin GmbH assumes no liability for delays or impossibility of performance in cases of force majeure (e.g., strikes, fires, disasters, etc.). Furthermore, Optiwin GmbH is only liable for gross negligence within its control. The customer may assert any claims for damages against Optiwin GmbH only after granting a reasonable deadline for remedying the defect.
15. Place of Performance:
The place of performance for all services, including payments, is A-6341 Ebbs, Austria.
16. Governing Law and Jurisdiction:
Austrian law shall exclusively apply. The court with jurisdiction for Kufstein shall have exclusive jurisdiction for all disputes arising directly or indirectly from this legal transaction.