Note: This text was translated into English by machine. In the event of discrepancies between the German and the English version, the German version shall prevail.

General Terms and Conditions (GTC)

of Western Limex GmbH (Südtiroler Platz 8/2, Wien 1040, Österreich), FN 477569h.

1. Scope

These General Terms and Conditions apply to all legal transactions between Western Limex GmbH (hereinafter “Seller”) and entrepreneurs within the meaning of the Austrian Commercial Code. They apply to the delivery of goods and, mutatis mutandis, to the provision of services.

2. Offers

2.1. All offers made by the Seller are non-binding and subject to change.

2.2. Offer documents, drawings, catalogs, or other documentation may not be reproduced or made accessible to third parties without the Seller’s prior written consent. The Seller may request their return at any time; if no contract is concluded, they must be returned to the Seller immediately.

3. Conclusion of Contract

3.1. A contract is concluded once the Seller confirms an order in writing or dispatches the ordered goods.

3.2. Information in brochures, catalogs, price lists, or oral and written statements that are not expressly included in the contract shall not create any claims.

3.3. Deviations from or additions to these GTC must be made in writing.

4. Delivery

4.1. The delivery period begins on the latest of the following dates:
a) the date of the order confirmation,
b) the date on which the Buyer has fulfilled all of its obligations,
c) the date on which an agreed advance payment or security is received.

4.2. Any necessary official permits must be obtained by the Buyer; delays extend the delivery period accordingly.

4.3. Partial deliveries are permitted. If call-off orders have been agreed, the full quantity shall be deemed called off no later than one year after the order date.

4.4. Force majeure or other unforeseeable events beyond the Seller’s control (e.g. natural disasters, government measures, transport delays, strikes, failure of essential suppliers) extend the delivery period by the duration of the impediment.

4.5. Any further claims for damages due to delivery delays are excluded.

4.6. If acceptance has been agreed, it shall be deemed to have taken place at the latest upon the Buyer’s use of the goods.

4.7. The Seller is entitled to engage subcontractors to fulfill its obligations.

5. Transfer of Risk and Place of Performance

5.1. Unless otherwise agreed, deliveries are made ex works (EXW according to INCOTERMS® 2010).

5.2. Risk shall pass to the Buyer upon handover of the goods to the carrier.

6. Prices and Payment

6.1. Unless otherwise agreed, the purchase price is due upon ordering.

6.2. Partial invoices are payable immediately upon receipt without deduction. This also applies to subsequent deliveries or additional services.

6.3. Payments must be made free of charges and deductions in the agreed currency to the account specified by the Seller.

6.4. Offsetting or retention by the Buyer is excluded unless the counterclaim has been legally established.

6.5. The date of payment is the date on which the Seller can dispose of the amount.

6.6. If the Buyer is in default of payment, the Seller may:
a) suspend its own obligations until full payment is made,
b) declare all outstanding receivables immediately due and charge default interest in accordance with statutory provisions,
c) make further deliveries only against advance payment.

6.7. Title to the goods remains with the Seller until payment has been made in full. The Buyer hereby assigns to the Seller all claims arising from the resale of goods subject to retention of title.

6.8. Invoices may be sent electronically.

7. Warranty

7.1. The Seller warrants defects that exist at the time of transfer of risk and impair functionality.

7.2. Statutory warranty periods apply unless expressly agreed otherwise.

7.3. The Buyer must notify the Seller of defects in writing without delay. In the event of a justified claim, the Seller may, at its discretion, remedy the defect, deliver a replacement, or grant a price reduction.

7.4. The warranty does not cover damage resulting from improper storage, handling, or further processing by the Buyer.

7.5. Unauthorized repairs or modifications by the Buyer or third parties without written consent of the Seller void all warranty claims.

8. Returns and Refunds

Goods returned outside the warranty obligations shall only be accepted with the Seller’s prior consent and subject to agreed conditions. The Buyer bears the return costs. Refunds will only be made after inspection and approval by the Seller.

9. Damaged Deliveries

The Buyer must inspect the goods immediately upon receipt. Any obvious transport damage must be recorded on the delivery note and reported to the Seller within 48 hours. Hidden damages must be reported in writing immediately after discovery.

10. Withdrawal from the Contract

10.1. The Buyer may only withdraw from the contract if the Seller is in default due to gross negligence and a reasonable grace period has lapsed without success.

10.2. The Seller may withdraw from the contract if:
a) performance is impossible or unreasonably delayed for reasons attributable to the Buyer,
b) justified doubts arise regarding the Buyer’s solvency,
c) force majeure events significantly impede contract performance,
d) insolvency proceedings are opened or applied for against the Buyer.

10.3. In case of withdrawal, services already rendered must be compensated.

11. Liability

11.1. The Seller shall only be liable for damages caused intentionally or by gross negligence.

11.2. Liability for slight negligence, loss of profit, consequential or indirect damages is excluded unless mandatory law provides otherwise.

12. Intellectual Property and Documentation

12.1. Documents such as samples, brochures, or catalogs provided by the Seller remain its intellectual property and may not be copied or made accessible to third parties without prior consent.

12.2. If goods are manufactured based on the Buyer’s specifications, the Buyer shall ensure that no third-party rights are infringed and shall indemnify the Seller against any claims.

13. Limitation of Claims

All claims of the Buyer must be asserted in court within three years, unless statutory provisions stipulate otherwise.

14. Miscellaneous

14.1. Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid one that comes closest to the intended purpose.

14.2. The German version of these GTC is the authentic version and shall prevail in case of discrepancies.

15. Jurisdiction and Applicable Law

Exclusive place of jurisdiction for all disputes is the competent court at the Seller’s registered office in Vienna. Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).