General Terms and Conditions ROCKBLOCK GmbH.
1. Scope of application
1.1 These terms of business apply between us (ROCKBLOCK GmbH, Laßnitzthal 384, 8200 Gleisdorf, Austria) and natural and legal persons (in the following: customers) for the current business-related legal transaction as well as for all future business, even if in the individual case, particularly in the case of future supplementary or follow-up orders, they are not explicitly referred to.
1.2 The version of our General Terms and Conditions (GTC) that is valid at the time the contract is concluded is to be applied; these terms can be downloaded from our homepage https://rockblock-tireprotection.com/gtc and have also been supplied to the customer.
1.3 We conclude contracts exclusively on the basis of our GTC.
1.4 Terms of business of the customer or amendments or supplements to our GTC require our express written consent in order to be valid.
1.5 The customer’s terms of business are not accepted even if we do not expressly reject them after having received them.
2 Offers, conclusion of contracts
2.1 Our offers are not binding.
2.2 Promises, assurances and guarantees on our part, or agreements diverging from these GTC in connection with the conclusion of the contract become binding only on our written confirmation.
2.3 The customer must notify us of any information about our products and services that is provided in catalogues, price lists, brochures, advertisements on trade fair stands, circulars, advertising mailings or other media (information material) which is not attributable to us, insofar as the customer takes this as the basis for his decision to place an order. In such a case, we can comment on its accuracy. If the customer does not meet this obligation, such information is not binding, unless it is expressly declared to form part of the contract.
2.4 Estimates of costs are provided without warranty and are free of charge.
3 Prices
3.1 Prices stated are fundamentally not to be understood as lump sum prices.
3.2 For services that are ordered by the customer and which are not covered in the original order, in the absence of a fee agreement there is a claim to appropriate remuneration.
3.3 Prices stated are to be understood as net prices and ex works. Costs of packaging, transport, loading and despatch, as well as customs duty and insurance, are to be borne by the customer, unless otherwise explicitly quoted. We are obliged to take back packaging only if this is explicitly agreed.
3.4 The customer is responsible for arranging the proper and environmentally appropriate disposal of scrap material. If we are separately entrusted with this, in the absence of a remuneration agreement this must be additionally compensated appropriately to the extent agreed for this.
3.5 Costs for travel expenses, daily allowances and overnight allowances are charged separately. Travel time is deemed to be work time.
4 Payment
4.1 Payment has to be made to our bank account mentioned in the invoices under exclusion of any right to withdraw or to set off with counterclaims.
4.2 Any bank charges, especially discount charges, collection charge and bill of exchange charges shall be beard by the customer.
4.3 Entitlement to deduct a discount requires express written agreement.
4.4 Payment references stated by the customer on the bank transfer documentation are not binding for us.
4.5 If, in the context of other existing contractual relationships with us, the customer is in default of payment, we are entitled to suspend fulfilment of our obligations from this contract until the customer has met his obligations.
4.6 We are then also entitled to make payable all claims for services from the ongoing business relationship with the customer that have already been provided.
4.7 Where a payment deadline is exceeded, even if this is only in respect of an individual part of the performance, any price reductions granted (discounts, allowances etc.) are forfeited and shall be added to the invoice.
4.8 In the event of a delay in payment, the customer undertakes to reimburse us for the necessary and appropriate costs of collecting payment (reminder costs, collection charges, lawyers’ fees etc.).
4.9 In accordance with section 456 of the Austrian Commercial Code (UGB), in the case of culpable delay in payment, we are entitled to charge 9.2% (nine point two percent) points above the base interest rate.
4.10 We reserve the right to claim further damages for delay.
4.11 The customer is entitled to offset only insofar as counter-claims have been established by the courts or acknowledged by us.
4.12 For the appropriate reminders that are necessary for payment collection, the customer undertakes, in the event of culpable delay in payment, to pay reminder fees of 20 (twenty) Euro per reminder, insofar as this is in an appropriate proportion to the claim that is being asserted.
5 Credit rating check
The customer declares his express agreement that his data may be communicated exclusively for the purpose of protection of creditors to third parties.
6 Deadlines for supply and performance
6.1 Any delivery periods in price lists, quotations, order confirmations or otherwise shall be without commitment. In case of non-compliance with a delivery date, the customer must grant a respite of minimum 6 (six) weeks. In case we cannot deliver within the 6 (six) week respite, the customer is entitled to cancel the contract. The cancellation has to be declared in writing within 1 (one) week after expiration of the respite.
6.2 Deadlines and dates are postponed in the event of force majeure, strike, unforeseeable delay by our ancillary suppliers that is not caused by us, or other comparable occurrences that lie beyond our sphere of influence, in that period of time during which the corresponding occurrence lasts. The customer’s right to withdraw from the contract in the event of delays that render a commitment to the contract unreasonable remains unaffected by this.
6.3 For the storage of materials and equipment and the like in our company or third parties that is necessitated by this, we are entitled to charge 5% (five percent) of the invoice amount for each month or part-month of delay in performance, with the customer’s obligations of payment and acceptance remaining unaffected by this.
7 Risk assumption
7.1 THE RISK PASSES TO THE BUSINESS customer AS SOON AS WE HOLD THE OBJECT OF PURCHASE, THE MATERIAL OR THE WORK READY FOR COLLECTION IN OUR WORKS OR WAREHOUSE, DELIVER IT OURSELVES, OR HAND IT OVER TO A CARRIER.
7.2 THE BUSINESS CUSTOMER SHALL TAKE OUT APPROPRIATE INSURANCE AGAINST THIS RISK. WE UNDERTAKE TO TAKE OUT TRANSPORTATION INSURANCE AT THE WRITTEN REQUEST OF THE customer AND AT HIS EXPENSE. The customer APPROVES ANY CUSTOMARY METHOD OF DESPATCH.
8 Delay in acceptance
In the case of delay in acceptance on the part of the customer, we are entitled, in the case of insistence on fulfilment of the contract, to store the goods at our premises or third parties, for which we are due a storage fee pursuant to point 6.3.
9 Reservation of title
9.1 The goods that we supply, assemble or otherwise hand over remain our property until payment has been made in full.
9.2 Reselling is permitted only if that has been notified to us in good time beforehand, stating the name and exact address of the buyer and we agree to the reselling. In the event that we agree, the claim for the purchase price is deemed to be assigned to us here and now.
9.3 Until full payment of the remuneration or purchase price has been made, the customer must indicate this assignment in his books and on his invoices, and must inform his debtors accordingly. On request, he must make available to us all documents and information such as are necessary to assert the assigned receivables and claims.
9.4 If the customer falls into arrears in payment, we are entitled, whilst setting an appropriate grace period, to demand surrender of the goods that are subject to retention of title.
9.5 The customer must notify us immediately before the opening of bankruptcy proceedings in relation to his assets or the attachment of our goods that are subject to retention of title.
9.6 The customer declares his explicit understanding that in order to assert our claim to reservation of ownership, we are permitted to enter the location of the goods that are subject to retention of title.
9.7 The customer shall bear any costs that are necessary and appropriate for pursuing expedient legal remedies.
9.8 In the assertion of reservation of ownership, a withdrawal from the contract exists only if this is explicitly declared.
9.9 We are permitted to dispose of the goods subject to retention of title that have been reclaimed as we see fit and to our best advantage.
9.10 Until all our claims have been paid in full, the object of performance / object of purchase must not be pledged, assigned or otherwise burdened with the rights of third parties. In the case of seizure or other availment, the customer is obliged to point out our right of ownership and to notify us immediately.
10 Industrial property rights of third parties
10.1 For deliverables that we produce according to customer documentation (design specifications, drawings, models or other specifications etc.), warranty that the production of these deliverables does not infringe the industrial property rights of third parties is assumed exclusively by the customer.
10.2 If the industrial property rights of third parties are nonetheless claimed, we are entitled to suspend production of the deliverables at the customer’s risk until the rights of third parties have been clarified, unless it is obvious that the claims are unjustified.
10.3 The customer shall indemnify us for any loss or damage in this regard.
10.4 We are entitled to demand from business customers appropriate advances on costs for any legal costs.
10.5 Likewise we can claim from the customer the refunding of necessary and expedient costs that we have incurred.
10.6 We are entitled to demand appropriate advances on costs for any legal costs.
11 Our intellectual property
11.1 Deliverables and related production specifications, plans, sketches, estimates of costs, price lists, quotations, order confirmations, invoices, technical datasheets, catalogs and other documents as well as software that have been provided by us or which have arisen through our contribution shall remain our intellectual property.
11.2 Use thereof, in particular distributing, copying, publishing and making them available, even including the copying only of extracts, as well as imitation, processing or exploitation, requires our explicit consent.
11.3 The customer furthermore undertakes to maintain confidentiality in relation to third parties of the knowledge he has acquired from the business relationship.
12. Liability
12.1 All products offered for sale and all transactions provided by us on an “AS-IS” basis. WE CANNOT TAKE ANY WARRANTY of any type to the accuracy, completeness and up-to-dateness of any information or content.
12.2 We strongly DISCLAIM LIABILITY FOR ANY DAMAGES arising from the use or misuse of the products offered for sale, INCLUDING, BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES to the maximum extent permitted by law. In case any person or third party suffered any damage or any loss resulting of the misuse of our products or information on your website we strongly assume no responsibility. In case of any damage or any loss suffered as a result of the misuse, use or reliance of our products or the information of our website we assume and/ or undertake NO LIABILITY.
12.3 Our liability is explicitly excluded for damage due to improper handling or storage, overuse, failure to follow operating instructions and installation instructions, defective assembly, commissioning, servicing, maintenance by the customer or third parties not authorised by us, or natural wear and tear, insofar as this caused the damage. Liability is also excluded for failure to carry out necessary servicing.
12.4 Our total liability for any damages, regardless of the foundation of the action, shall not exceed the aggregated fees you actually paid to us. This limitation should be applied to the maximum extent permitted by law.
12.5 All information and content is solely for informational purposes. YOU USE ALL INFORMATION, CONTENT AND PRODUCTS PROVIDED AT YOUR OWN RISK.
13 Severability clause
13.1 In the event that individual parts of these GTC are invalid, the validity of the other parts shall not be affected by this.
13.2 The parties here and now undertake to agree a substitute provision – from the perspective of responsible contracting parties – which comes as close as possible to the invalid provision in terms of the economic end, taking into account what is usual in the industry.
14 Applicable Law
14.1 Austrian law applies excluding the UN Sales Convention (CISG).
14.2 Consumers may submit claims in Austria as well as in the EU member state in which they have their habitual residence. An online dispute resolution is provided by the European Commission http://ec.europa.eu/consumers/odr/. We ask you to contact us directly office@rockblock-tireprotection.com with your concerns to find a fast and satisfactory solution for you.
14.3 If the customer is a business, a legal entity under public law or a special fund under public law then the place of jurisdiction is the registered office of ROCKBLOCK GmbH in 8200 Gleisdorf, Austria.