General Terms and Conditions of ANREI-Reisinger Gesellschaft m.b.H.
1. Scope
1.1 - For all contract conclusions and other legal declarations by ANREI-Reisinger Gesellschaft m.b.H. (hereinafter "ANDREI"), such as offers or order acceptances or confirmations, these General Terms and Conditions (hereinafter "Terms and Conditions") as agreed. Contractual conditions agreed upon in writing take precedence over the provisions of these General Terms and Conditions.
1.2 - These General Terms and Conditions also apply to future contracts in the case of a continuous business relationship with a contracting party, even if they are not expressly referenced.
1.3 - Any terms and conditions that contradict or oppose these terms and conditions are expressly rejected. These shall not become part of the contract.
1.4 - ANREI may make changes to the Terms and Conditions at any time, and these changes are also effective for existing contractual relationships.
2. Conclusion of Contract
2.1 - The offers made by ANREI are non-binding. The contractual partner's order is binding. The contract is only considered concluded when the contractual partner's order is confirmed in writing by ANREI.
2.2 - ANREI is not obligated to accept the order. Acceptance takes place in the form of a written order confirmation by ANREI, whereby an email also satisfies the written form requirement. Ancillary agreements must also be in writing.
2.3 - The scope of the performance obligation is determined by the written order confirmation. The contractual partner undertakes to check the order confirmation immediately upon receipt. The period for this is defined on each PO.
2.4 - ANREI uses products and materials in accordance with the order confirmation. However, ANREI is entitled to use higher-quality products and materials if necessary.
2.5 - ANREI is not obligated to accommodate subsequent change requests, particularly with regard to products that are already in production or have been completed.
3. Prices and Costs
3.1 - The prices agreed upon between ANREI and the contractual partner according to the ANREI order confirmation shall apply. The prices are net prices, unless it is expressly agreed that the statutory value-added tax is included. The contractual partner bears any currency risk.
3.2 - Price quotations are generally not to be understood as fixed prices, unless a price is expressly designated as a "fixed price." Deliveries and services not included in the prices will be charged according to actual material and time expenditure.
3.3 - The prices are generally understood to be free of charge, unless otherwise agreed.
3.4 - ANREI is not bound by previously agreed-upon prices for follow-up orders.
4. Payment Terms, Prohibition of Set-off
4.1 - All payments are to be made exclusively in Euros to ANREI.
4.2 - The payment terms will be agreed upon between ANREI and the contractual partner upon conclusion of the contract and recorded in writing in the order confirmation.
4.3 - The assertion of warranty claims (point 11) does not entitle the contracting partner to withhold performance.
4.4 - If the payment terms stated in point 4.2 are not met, default interest at the statutory rate (§ 456 UGB) shall be deemed agreed upon.
4.5 - Non-compliance with the payment terms or circumstances that give rise to serious doubts about the contractual partner's creditworthiness shall result in the immediate maturity of all outstanding claims by ANREI, without the need for an express demand for payment by ANREI. In this case, ANREI shall be entitled to demand advance payments for deliveries still outstanding or to withdraw from the contract after an unreasonable grace period has expired without success.
4.6 - The contracting party is only entitled to set off if its counterclaim has been legally established or acknowledged by ANREI. The contracting party is not entitled to withhold payments due to warranty claims or other non-acknowledged counterclaims.
5. Delivery
5.1 - Information about delivery times is approximate and non-binding. The delivery period begins on the day of order confirmation. If the contractual partner must provide documents necessary for production (e.g., dimensions, plans, etc.), the delivery period begins on the day on which ANREI has received the complete documents.
5.2 - Unless expressly agreed otherwise, delivery or assembly shall not include any installation activities and shall be limited to the delivery or assembly of furniture.
5.3 - The obligation to deliver is suspended as long as the contracting party is in default of payment of a due amount, including for another obligation arising from the business relationship.
5.4 - Partial deliveries are permitted. Delivery will generally be carried out by ANREI itself. However, ANREI reserves the right to choose the shipping method. The contractual partner is not authorized to change the delivery dates without ANREI's consent.
5.5 - Alleged defects do not justify refusal of acceptance.
5.6 - If ANREI is responsible for a delivery delay, the contractual partner may either demand performance or declare withdrawal from the contract by setting a reasonable, but at least four-week, deadline. The declaration of withdrawal must be made by registered letter.
5.7 - Force majeure events entitle ANREI to postpone the delivery for the duration of the hindrance and a reasonable start-up period, or to withdraw from the contract in whole or in part due to the unfulfilled portion. Strikes, lockouts, or unforeseeable, unavoidable circumstances, such as operational disruptions that make timely delivery impossible for ANREI despite reasonable efforts, are considered force majeure. This also applies if the aforementioned hindrances occur during a default by ANREI or a supplier of ANREI.
5.8 - If the contracting party fails to fulfill its acceptance obligations, ANREI is entitled to store the delivery at the contracting party's expense. This does not affect ANREI's right to demand payment for the delivery or to withdraw from the contract after a reasonable grace period. In both cases, ANREI is entitled to claim damages.
5.9 - If the contracting party withdraws from the legally binding purchase agreement for any reason whatsoever, ANREI is entitled to demand a cancellation fee of 15 % of the gross purchase price for series productions; for custom-made products, ANREI is also entitled to compensation for the manufacturing costs incurred, whereby parts already manufactured shall be made available to the contracting party in this case.
6. Montage
6.1 - An assembly and its costs will be agreed upon separately with the contracting partner and invoiced.
6.2 - To the extent ANREI undertakes to assemble, this shall be carried out exclusively in accordance with their assembly conditions.
6.3 - The contracting party shall ensure proper access to the respective premises.
6.4 - The contractual partner shall furthermore provide the rooms to be set up with the necessary infrastructure, such as heating, electricity, water, etc.
6.5 - The contracting party must inform ANREI about local conditions, such as the course of water, gas, or electricity lines, before commencing assembly work, or provide the necessary documents, such as plans, etc.
6.6 - In the event of assembly being agreed upon, the contracting party shall accept the goods immediately after completion during an inspection.
7. Retention of Title
7.1 - All goods delivered by ANREI remain the property of ANREI until full payment by the contracting partner (hereinafter referred to as "Reserved goods").
7.2 - If the reserved goods become part of a new item owned by the contracting partner through processing, the contracting partner acquires co-ownership of the new item, which is stored by the contracting partner free of charge for ANREI.
7.3 - Resale of the reserved goods is permitted to the contractual partner on the condition that they also agree to a retention of title with their buyers in accordance with point 7.1 and ANREI consents to the resale. The contractual partner is not entitled to any other disposals, such as pledging or fiduciary transfer of ownership.
7.4 - In the event of resale, the contracting party hereby assigns to ANREI, in full, all claims and other rights arising from the resale against the purchasers, until all claims of ANREI have been satisfied. The contracting party is only authorized to dispose of the goods subject to retention of title upon resale with deferred payment of the purchase price on the condition that, simultaneously with the resale, the second purchaser is informed of the security assignment and the assignment is noted in his business records and "open items" lists. This book entry must in any case state ANREI as the assignee and the purchase agreement with its date as the legal basis. Upon request by ANREI, the contracting party is obliged at any time to immediately provide ANREI with all information and to hand over all documents necessary for ANREI to assert these rights against the purchasers.
7.5 - If the reserved goods are resold by the contractual partner after processing in accordance with Section 7.2, together with other goods not owned by ANREI, then the assignment of the purchase price claim according to Section 7.4 shall only apply to the extent of the invoice value of the reserved goods from ANREI.
7.6 - Any attachments, seizures, or claims on the reserved goods by a third party must be immediately reported to ANREI. The costs arising from such actions shall be borne by the contractual partner in all cases, unless they are to be borne by a third party.
7.7 - If ANREI exercises its retention of title in accordance with the above provisions and repossesses the reserved goods, ANREI is entitled to sell the goods by private treaty or have them auctioned. Repossession of the reserved goods shall be at the proceeds realized, but at most at the price agreed with the contractual partner. Further claims for damages or loss of profit are expressly reserved.
8. Transfer of Risk
8.1 - All deliveries are at the risk of the contract partner, including deliveries with carriage paid. If the delivery is carried out by Anrei, it is at Anrei's risk; otherwise, it is at the risk of the contract partner.
8.2 - A transport insurance policy will only be taken out in the event of delivery by a third party upon order of the contractual partner. The costs incurred for this are to be paid by the contractual partner.
9. Intellectual Property
9.1 - All rights to photographs of ANREI products belong exclusively to ANREI.
9.2 - The contractual partner is - limited to the duration of the business relationship with ANREI - generally authorized to use these photographs for their own advertising purposes for products purchased from ANREI. However, use in electronic form (in particular within the scope of the trading partner's internet presence or for a webshop) requires the prior written consent of ANREI.
9.3 - Any passing on or making available of these photographs to third parties, duplication not required for the agreed use between ANREI and the contractual partner, and any alteration by the contractual partner are prohibited.
9.4 - The permission to use the photographs granted above is revocable at any time.
9.5 - Upon termination of the business relationship with ANREI or in the event of withdrawal, the contracting partner shall immediately return to ANREI all data carriers with photographs of ANREI products provided to them, delete all files containing such photographs, and refrain from any further use of the photographs in any form whatsoever.
9.6 - Plans, sketches, and all other graphical representations, as well as all technical documents or cost estimates, like samples, catalogs, brochures, etc., remain the intellectual property of ANREI. The contractual partner may not pass these on to third parties without ANREI's consent, nor does he acquire any work or other rights of use.
10. Liability
10.1 - ANREI is liable - with the exception of personal injury - only for intentional or grossly negligent conduct.
10.2 - Claims for lost profits, saved expenses, and any other indirect or consequential damages cannot be asserted against ANREI.
10.3 - Claims for damages against ANREI must be brought before a court within six months of becoming aware of the damage and the party at fault, otherwise they will be forfeited. The right to sue will in any case expire if the claims are not brought before a court no later than three years after the occurrence of the damage.
10.4 - All limitations of liability and exclusions of liability in these GTC also apply to employees, representatives, or other vicarious agents of ANREI.
10.5 - The contracting partner is liable for the accuracy of the construction details, plans, and measurements provided by him or a third party (e.g., planning office). The data, measurements, and all other information disclosed by the contracting partner are not verified by ANREI.
10.6 - All additional costs arising from deviations from the actual circumstances or from documents and records provided by the contractual partner shall be borne by the contractual partner.
10.7 - The contracting party must make all contractual documents available in a timely manner to enable ANREI to comply with delivery deadlines.
10.8 - ANREI processes wood in its natural state. Color or growth variations, differences in brightness, as well as knots and knot holes are not considered defects. Similarly, jointing and tensioning or slight warping are not defects but specific characteristics of the woods used by ANREI.
11. Warranty
11.1 - All goods supplied by ANREI are exclusively intended for indoor or enclosed space use.
11.2 - The contracting party is obliged to inspect the goods delivered by ANREI immediately after handover to the contracting party with expert care and to detail any discernible defects on the receipt, delivery bill, or bill of lading, otherwise all claims will be excluded. If an immediate inspection is not possible at the time of handover, this circumstance must be noted on the receipt, delivery bill, or bill of lading, otherwise all claims will be excluded. Any defect discovered during a subsequent inspection must be reported in writing and in detail within seven days of handover.
11.3 - If the contracting partner proves that the goods were defective at the time of delivery, they shall be exclusively entitled to improvement or replacement delivery. Further claims, such as in particular a reduction of the fee, require a prior written agreement.
11.4 - Unauthorized modification and improper handling, as well as disregard for the application instructions provided by ANREI, by the contractual partner will result in the loss of all warranty claims.
11.5 - In case of hidden defects, complaints can only be raised immediately after their discovery, but no later than three months after receipt of the goods. Warranty claims must be asserted in court within six months of handover. In case of default, all claims are excluded.
11.6 - Normal wear and tear does not give rise to warranty claims.
11.7 - In any event, goods provided by the contractual partner are excluded from the warranty, as are damages attributable to the surroundings (e.g., masonry, construction defects, etc.).
11.8 - Recourse by the contractual partner against ANREI according to § 933b ABGB is expressly excluded.
12. Contract Withdrawal
If the contractual partner fails to meet its contractual obligations, ANREI is entitled to withdraw from the contract. If the withdrawal is due to the contractual partner's behavior, the contractual partner must reimburse ANREI for all costs incurred to date.
Product Liability
13.1 - The contracting party undertakes to follow the application instructions precisely. Failure to comply with or contravention of the application instructions shall void ANREI's liability under the Product Liability Act.
13.2 - The contracting party undertakes to agree to the same terms and disclaimers of liability with each subsequent buyer of the goods in the event of a resale and to indemnify ANREI in the event of non-compliance.
13.3 - A recourse under Section 12 of the Product Liability Act is expressly excluded.
14. Data Protection
14.1 - The ANREI data protection provisions apply to all business activities, unless otherwise agreed in writing in advance – to be found at https://www.anrei.at/de/datenschutz.
15. Other Provisions
15.1 - The entire contract content as well as all other information and services are offered in German.
15.2 - Austrian law shall apply exclusively to all contractual relationships and these GTC. This also applies to export transactions, irrespective of the provisions of the contracting party's country. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
15.3 - The place of performance is A-4363 Pabneukirchen.
15.4 - The place of jurisdiction for all disputes is the competent court in Linz.
15.5 - Should individual provisions of these General Terms and Conditions be or become ineffective, this shall not affect the validity of the remaining provisions.