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General Terms and Conditions - Rabmer GreenTech GmbH

1. scope of application and offers
These General Terms and Conditions shall apply to legal transactions between companies and shall apply mutatis mutandis to the delivery of goods and the provision of services, in particular also to assembly work. Any deviating terms and conditions of purchase of Buyer which are in conflict with these Terms and Conditions shall not be binding on Rabmer GreenTech GmbH (hereinafter referred to as GreenTech). This shall also apply if the Purchaser's terms and conditions of purchase form the basis of the order and GreenTech has not expressly objected to their contents. For the validity, in case of amendments and additions to the contract, this shall be confirmed in writing. Verbal side agreements do not exist.
Offers are in principle not binding, they must be expressly designated as such. If nothing else is stated in the offer or in the cost estimate, the offer or the cost estimate has a validity period of 30 days. Obvious errors, spelling mistakes and miscalculations shall not obligate GreenTech. This applies in particular to errors in the performance description of offers. All offer and project documents may neither be duplicated nor made accessible to third parties without the consent of GreenTech. They may be recalled at any time.
Subsequent amendments and supplements to this contract shall require written confirmation to be valid.

2 Scope of Delivery, Deadlines
Documents relating to the offer, such as illustrations, weights and other dimensions, etc., are only approximate unless expressly designated by GreenTech as binding. GreenTech reserves the right to make alterations. The Seller shall be entitled to make partial or advance deliveries and to charge for them. This shall be the case in particular if Buyer fails to call for performance within the stipulated period or is in default with the preliminary work to be performed, e.g. procurement of plans, organization of assembly workers, obtaining of permits and the like. If Buyer is in default with payment or other obligations (timely provision of preliminary services, etc.), GreenTech shall be entitled to interrupt its own performance for the duration of the default or to withdraw from the contract by granting a reasonable grace period. The period of interruption shall be counted towards the agreed dates, the claim of GreenTech for compensation for non-performance damage shall remain unaffected in any case. The date on which the delivery item leaves the warehouse or the date on which the Buyer is notified that the delivery item is ready for shipment shall be decisive for compliance with the delivery period. In case of non-acceptance of the contractually provided goods by Buyer at the agreed place or time, GreenTech may either demand performance or withdraw from the contract by setting a time limit for acceptance. All costs incurred in this connection shall be borne by the buyer. In case of export of the purchased goods, the customer alone is obliged to arrange for the necessary export or customs permits and the like at his own expense. We do not give any guarantee whatsoever for the admissibility of the export of the purchased goods.
If, due to the effect of force majeure, such as strikes, lockouts, breakdowns, delays, bad weather or delay in customs clearance, later deliveries which deviate from the contract occur, the buyer shall not be entitled to claim damages. The delivery period of GreenTech shall be extended by a reasonable period in the event of force majeure, irrespective of whether GreenTech or one of its sub-suppliers is affected thereby.
Official and any third party water analyses required for the execution of installations shall be obtained by Buyer. If such water analyses are not carried out in time, the delivery time shall be extended accordingly. Analysis values and calculations by GreenTech are in principle non-binding, stated values may change in time due to delivery quantities and flow rates etc..
The obligation to deliver shall commence on the date of receipt of the written invoice or on receipt of the order confirmation in case of separate agreements. The prerequisite for the commencement of the delivery period is that all technical details which appear necessary to GreenTech have been clarified.

3. payment and prices
Unless expressly agreed, all prices are in Euro effective and ex warehouse or ex works (EXWORK according to IN-COTERMS 2010) and do not include costs for transport or packaging. We are not obliged to take out transport insurance for the goods. The value added tax is always shown separately. If fees, taxes or other charges are levied in connection with the delivery, these shall be borne by the buyer. If the delivery is agreed upon with delivery, then this as well as a transport insurance desired by the buyer is separately charged, does not contain however the unloading and carrying. We reserve the right to select or change the shipping method and shipper for each individual case. Packaging materials will only be taken back by express agreement. In the event of changes in the legal basis for import duties levied (e.g. customs duties) between order and delivery, GreenTech may make appropriate price adjustments.
If no terms of payment have been agreed, payments are due according to advance payment or cash in advance. The goods shall be delivered after receipt of payment of the invoice amount. In the case of partial settlements, the corresponding partial payments are due upon receipt of the respective invoice. The seller retains ownership of all goods delivered by him until full payment of the invoice amounts plus interest and costs.
In case of separate agreements, such as a payment after receipt of the goods (cash on delivery) with delay of payment, or if GreenTech becomes aware of the threat of bankruptcy, judicial or extrajudicial settlement, execution proceedings are pending, or due to bill protest, lawsuits, etc., GreenTech shall be entitled to cancel the contract. If there is uncertainty in the financial situation of the buyer, the purchase price is due immediately after issuance of the invoice. GreenTech reserves the right in case of default of payment according to the agreed terms of payment to immediately call due all other invoices not yet due and to settle all services rendered until then. In case of default of payment GreenTech has the right to make further work dependent on pro rata payments. Discounts or bonuses granted shall be conditional upon timely receipt of full payment. The buyer is not entitled to withhold or set off payments due to warranty claims or other counterclaims.If the buyer does not accept the goods upon written request, the buyer is in default of acceptance. All additional costs (e.g. storage costs, price changes, etc.) will be charged if the buyer does not accept the goods.
Checks and bills of exchange are not accepted as a method of payment. An offered payment by this payment method can be rejected by Green-Tech without giving reasons. If payment dates are exceeded, GreenTech is entitled to charge default interest in the amount of 8 percentage points above the valid prime rate of the European Central Bank (ECB).
Payments shall be made without exception to the bank details of GreenTech or to the notified paying agent or to a person authorized in writing by GreenTech. In order to avoid possible additional costs, the payment transaction shall be made by the Buyer using the international bank account number IBAN. Possible additional costs incurred by the non-use of the IBAN number can be charged by GreenTech to the buyer.
If offers on repairs or appraisals are requested and therefore a disassembly of the product or an examination of the individual parts among other things is necessary due to the investigations, the costs developed thereby by the disassembly, omitted personnel costs as well as the expenditure for the offer preparation are charged to the customer.

4. transfer of risk
If the erection, installation or assembly of the Supplies is carried out by Buyer, the risk or peril shall pass to Buyer when the shipment is made available at the named place of delivery (factory, production plant, warehouse, etc.) at the agreed time (EXWORKS according to INCOTERMS 2010). Shipment shall be made at the best discretion of GreenTech.
If shipment, delivery, commencement or performance of erection, installation or assembly is delayed at Buyer's request, the risk shall pass to Buyer. Appropriate insurance coverage shall be provided in such cases exclusively upon written request and at Buyer's expense. If carriage paid delivery is agreed, the risk shall pass to the Buyer in accordance with EXWORKS (as per INCOTERMS 2010).

5 Warranty
Until the time of transfer of risk GreenTech warrants that delivered products shall be free from defects in material and workmanship that materially diminish the value or fitness for purpose of the products. Prerequisite for the warranty is proper use, handling, adequate protection against weather conditions and regular inspection of the equipment or product. The specified operating conditions must be adhered to in order to maintain the warranty.
The purchaser is obliged to check the deliveries received or services rendered. Obvious defects must be reported in writing immediately, hidden defects within a reasonable period of time, but no later than 10 days after their discovery. He shall make available to the seller all documents or data available to him and necessary for the assessment of the defect and its causes. GreenTech must be given the opportunity to verify the complaint. If GreenTech is proved to have defects in the delivery item, GreenTech shall be entitled, at its option, to replace the defective product with a similar, faultless product within a reasonable period of time or to remedy the defect in another way. In the event of missing materials, Seller shall not automatically be obligated to make a subsequent delivery, provided that the defect is minor and does not affect the installation and the quality of the installed product. In the event of a material defect arising from faults in the delivered goods, which precludes the use of the delivered material for the intended purpose, the Seller shall be obliged to make a subsequent delivery of a defect-free product, unless otherwise agreed. Further claims of the buyer are excluded. The original warranty period shall not be extended in the event of replacement or rectification of product parts.
All further warranty claims, in particular also claims for compensation for direct or indirect damage, also for third party damage or for consequential damage caused to other objects, are excluded. Also no warranty for loss of earnings is assured by the seller. The warranty obligation shall only apply to the original purchaser for a period of 6 months from the transfer of risk, irrespective of the type of defect, unless another product-specific warranty that goes beyond this applies. This also applies to delivery and service items that are firmly connected to a building or land. The warranty period shall commence at the time of transfer of risk.
Excluded from the warranty are such defects that arise from arrangement and assembly not carried out by the seller, insufficient equipment, non-observance of the installation requirements and conditions of use, overloading of the parts beyond the performance specified by the seller, negligent or incorrect handling and use of unsuitable operating materials; this also applies to defects that are due to material provided by the buyer. The Seller shall also not be liable for damage caused by actions of third parties, atmospheric discharges, overvoltages and chemical influences. The warranty does not apply to the replacement of parts subject to natural wear and tear.
The warranty expires immediately if, without the written consent of the seller, the buyer himself or a third party not expressly authorized to do so makes changes or repairs to the delivered items, invoices for this will not be accepted.
In the case of a drop shipment, we shall not assume any liability for culpable conduct on the part of the direct service provider (producer/supplier). The direct service provider shall not be deemed to be our vicarious agent.
If the customer brings the goods delivered by us into circulation outside the European Economic Area, the customer undertakes to exclude the obligation to pay compensation in accordance with the Product Liability Act vis-à-vis its customer, insofar as this is possible under the law applicable or agreed between the customer and the purchaser. In this case or in case of omission of this exclusion obligation, the customer shall be obliged to indemnify and hold us harmless with regard to claims of third parties under the title of product liability.

6. liability
The purchaser undertakes to follow the instructions for use or operating instructions provided to him exactly or to have them followed, to observe warnings and to use the object of purchase only for the intended purpose. In the event of resale, the reseller shall also transfer these obligations to its purchaser. The buyer is expressly forbidden to promise additional characteristics, possibilities of use and the like to the object of purchase beyond the product characteristics promised in writing, which could trigger a liability of GreenTech in the sense of the product liability law BGBl. 199 / 1988.
The customer shall always have to prove the defectiveness of the delivered goods at the time of handover.
The Seller shall be liable for damages outside the scope of application of the Product Liability Act only if intent or gross negligence, within the scope of the statutory provisions, can be proven against him. Liability for slight negligence, compensation for consequential damages and financial losses, savings not achieved, loss of interest and damages from third party claims against the buyer are excluded.

7. retention of title
The goods delivered shall remain the sole and unrestricted property of GreenTech until all claims due to GreenTech have been paid in full. If this reservation of title should expire by resale to third parties or by installation, the buyer or customer shall assign all claims against third parties arising from such resale or installation to GreenTech upon placing the order. The pledging or transfer by way of security of items which are still subject to retention of title shall not be permitted. The Buyer shall notify GreenTech without delay of any seizure by third parties (e.g. attachment). The assertion of the reservation of title by GreenTech does not entail the rescission of the contract, unless a statement to the contrary has been made. Buyer shall tolerate any and all measures which appear to GreenTech to be expedient for assertion of title, in particular access to its properties and buildings.

8 Jurisdiction and Law
The court having subject-matter jurisdiction at Seller's principal place of business or at the place of business of GreenTech's branch office shall have exclusive jurisdiction to decide all disputes arising out of the contract - including disputes concerning its existence or non-existence. The contract shall be governed by Austrian law. The application of the United Nations UNCITRAL Convention on Contracts for the International Sale of Goods is excluded by mutual agreement.

9 Binding nature of the contract
Should any provision of this contract be or become invalid, this shall not affect the validity of the remaining provisions. In such a case, the contracting parties undertake to replace the invalid provision with a permissible provision which comes as close as possible to the original provision in terms of its economic content. In the event of a loophole, the contracting parties undertake to fill it appropriately, taking into account the basic intentions of this contract.

10. general
The headings of the provisions contained in these GTC are for convenience and arrangement only; they shall not be used for their interpretation. Any additional terms and conditions of sale and delivery shall apply to foreign transactions and service contracts. In the course of the business relationship with the Buyer, the collection and processing of personal data is unavoidable. The buyer gives his approval for this and agrees that GreenTech may also carry out a data transfer abroad and / or to third parties in the case of company-wide processing of the data (e.g. in contact with supplier plants).

11. data protection
The content of these GTC is the privacy policy on our website: Data protection

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