Terms and Conditions of Purchase
- These terms and conditions of purchase apply exclusively. We do not recognise deviating or conflicting conditions insofar as we have not expressly agreed to them in writing.
- These Purchase Conditions also apply to any future transactions between the parties even if we, being aware of different of conflicting terms accept the goods without reservation.
- These General Conditions of Purchase apply only to entrepreneurs, legal entities under public law or special funds under public law.
II. Offer, acceptance, order confirmation
- In terms of the amount and composition the seller is bound to observe fully our inquiry specification and in case of deviations the supplier is bound to point these out expressly.
- The offers must be made free of charge.
- The documents, drawings and samples belonging to the offer and provided by us are our property and must be returned to us free of charge after submission of the offer to our factory.
- The seller is obliged to accept the order within a reasonable period, but at the latest within a period of two weeks, which must be done by a written order confirmation. If the order is not accepted in time, we are entitled to revoke it.
III. Order, prices, terms of delivery
- The prices stated in our order are binding and are free delivery according to “DDP” (Delivered Duty Paid according to INCOTERMS 2010) plus value added tax in the respective statutory amount, unless expressly agreed otherwise.
- Price changes require our written approval.
- Only written and signed orders and financial statements are legally binding. Purchase orders placed orally or by telephone require the subsequent written confirmation to become legally valid. The same applies for verbal agreements and changes to the contract.
- Unless otherwise agreed, all machines, systems and devices supplied to us must comply with the accident prevention regulations of the employers’ liability insurance associations, the official regulations (VDE, TV bT, DIN etc.) and the regulations of the automobile industry.
- The return of non-conforming goods, if goods must be returned at all, is at the risk and cost of the seller.
IV. Offsetting, retention
- We reserve all rights to offset or retain payment provided by applicable law.
- All dates of delivery mentioned in the order or otherwise agreed shall be binding.
- The seller is obliged to notify us immediately of any imminent or occurred non-compliance with a delivery date, its causes and the expected duration of the delay. The foregoing shall not affect the occurrence of a default in delivery.
- In the case of delivery delays, we are entitled to legal claims.
VI. Transfer of risk
- The risk of accidental destruction or accidental deterioration of the goods shall be transferred to us with proper and complete delivery at the place of destination.
VII. Defects investigation
- We are bound to inspect the products within a reasonable period of time for any quality and quantity defects. A complaint shall be deemed timely granted by the seller within 5 working days, counted from receipt of goods or, in case of hidden deviations, from their discovery.
VIII. Quality assurance and approvals
- The contractor carries out a quality assurance, which is proven to us on request. An existing quality assurance system according to DIN ISO 9001 (current revision) or another recognized approval must be proved unsolicited. We are entitled to check this on site or by authorized third parties.
IX. Documents, engineering drawings, samples, models, tools, secrecy
- All information, documents, drawings and samples be left to the supplier / contractor for quotation, design, production, etc., as well as the documents, drawings and samples made by the supplier / contractor according to special information provided by Comag shall be the property of Comag and may be used by the supplier / Contractor will not be used for other purposes, reproduced or made available to third parties. This also applies to all fully or partially Comag-owned models and tools.
- At the request of Comag, Comag models and tools are handed over immediately to Comag or its agents.
- The supplier / contractor considers inquiries, ordering, delivery or performance as a trade secret, which is to be treated confidentially and may only point to business relations with us in advertising materials after the written consent given by us.
- The parties hereto commit themselves to keep confidential any non-overt business and technical details, which become known to them through business connections and treat them as trade secrets.
- Subsuppliers shall be bound accordingly.
- We require invoices in duplicate with details of our complete order data; they must correspond to the order as regards the order of the items and prices, stating the item numbers.
- Payment dates run after complete service fulfilment according to ISO 9000. In case of non-compliance an invoice settlement is not possible.
- Invoices for non-agreed pre-deliveries shall be invoiced on the delivery date specified by us without notification to the seller.
XI. Supplier declaration
- The seller must issue us a supplier declaration according to EC Regulation 3351/83. In it, the seller declares that the goods he has delivered have been manufactured in the EC and comply with the rules on the determination of the customs term “originating product”. The seller undertakes to label goods which are not “originating products” in the invoices by the clear indication “no originating product”.
- In exceptional cases we accept advance payments. However, these are only carried out on presentation of a down payment invoice as well as on the seller to procure, all-natural, indefinite and for us free bank guarantee of a reputed banking institution.
- Upon delivery, the entire scope of delivery must be invoiced. The payment is made by offsetting the down payment.
XIII. Terms of payment
- Unless otherwise agreed, payment of the invoice will be made within 14 days with a deduction of 3% discount or within 30 days net. This period runs from the date of the proper invoicing as well as the complete delivery, performance or acceptance.
XIV. Liability for defects, Warranty
- The guarantee amounts to in each case 24 months after delivery or commissioning without any shift limitation.
- The delivered goods must correspond to the technology listed in our order as well as our documents, descriptions, technical drawings, specifications and customer specifications.
- We are entitled unreservedly to the statutory warranty claims. In particular, we are entitled, at our discretion, to demand rectification of the defect or delivery of a defect-free item or damages.
- If danger is in arrears we are entitled, after notification to the seller, to remedy the defects or have them carried out by another at the expense of the seller.
- In case of replacement deliveries or remedy of defects the warranty period for replaced parts shall begin to apply from the beginning.
XV. Product liability, insurance
- The seller shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. The indemnification obligation does not apply insofar as the claim is based on gross negligence or intentional breach of duty on our part.
- The supplier shall, at all times during the term of this contract, maintain product liability insurance with an adequate minimum insurance amount for personal injury or property damage. Further damages shall remain unaffected.
XVI. Defects of title
- The seller warrants that the goods are delivered free of third party rights and that the delivery does not violate the rights of third parties. The vendor shall release us from potential third party claims on our first request.
- Claims arising out of defects in title according to item 14.
XVII. Supplementary Terms of Purchase for computer, electronic and control software of
Comag Engineering GmbH
- The basis for the development and production of the computer software are the specifications prepared by Comag or Comag customers and all other know-how conveyed orally or in writing for this purpose by Comag to the seller (contract know-how). Specifications and contract know-how are unrestricted property.
Comag is and will remain the exclusive owner of all intellectual property rights, copyrights, usage and exploitation rights as well as all other rights to the specifications and the contract know-how.
- The Parties agree that the computer, electronic and control software developed and manufactured by the Seller, in particular the flowcharts, flowcharts, production records and source programs, as well as all related descriptions, documentation and data carriers (magnetic tapes, diskettes, etc.) are included in the exclusive and unrestricted ownership of Comag.
The parties further agree that all copyrights, usage and exploitation rights in the computer, electronic and control software and the associated descriptions, documentation and data carriers shall be transferred to Comag on the condition that Comag becomes the exclusive owner of all such rights and that neither the seller nor any third parties can dispose of these rights, in whole or in part, without the written consent of Comag. In particular, the seller is not permitted to use the computer, electronic and control software and the associated descriptions, documentation and data carriers for their own purposes or to pass them on to third parties, unless Comag has consented to such use or disclosure in writing.
- Seller agrees, by appropriate arrangement with its employees involved in the development and manufacture of computer, electronic and control software, or with any subcontractors or freelancers engaged by Seller, to ensure that the aforementioned rights in computer, electronic and control software and the associated descriptions, documentation and data carriers in accordance with the aforementioned provisions on Comag.
XVIII. Place of performance
- Unless otherwise agreed, the place of performance for deliveries and services is the registered office of the Company in 1230 Vienna, Austria.
XIX. Choice of law, Place of jurisdiction
- This contract is subject to the law of the Federal Republic of Austria (exclusion of UN purchasing law)
- The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered office of the Company in 1230 Vienna, Austria.