General Terms and Conditions
The following general terms and conditions shall govern all business relationships between us and thecustomer.
We are bound by our offers 60days oftheissue date; any different binding periodmust be agreed separately.
Unless our acceptance of order is objected to in writing within one week, it shall be deemed part of the contract.
Any deviating regulations, including, without limitation, any general terms and conditions of the customer not expressly acknowledged by us in writing, shall not become part of the contract,even if not expressly object to by us. Any amendment to our general terms and conditionsshall be made inwriting to be effective.
Any oral side agreement shall be invalid
Unless otherwise agreed, goods will be delivered to the delivery address stated in the order, at thecustomer‘s cost and for the customer‘s account; delivery may also be made through a carrier. Partialdeliveries are permitted.
Goods shall be deemed delivered even if not immediately called off on the delivery date after notice wasgiven that the goods are ready for shipment or if delivery cannot be made for any reason within thecustomer‘s control. In such cases, we may store the goods at our customer‘s cost and expense or sellthem in the open market after setting a grace period. Such sale shall not constitute a withdrawal fromthe contract; the sales proceeds shall only be applied to the purchase price owed.
Quoted delivery dates are without engagement and depend on timely supply to us. We therefore donot accept any liability for late deliveries. Any call-off orders will be delivered and charged not laterthan 6 months after an order was placed.
- Force majeure and any other unforeseeable events or events beyond our control, such as strikes,governmentmeasures,trafficdisruptions, interruption of energy supply, etc., as well as any road accidents beyond our or our suppliers‘ control (with slight negligence not being harmful here) and anyotherinterruptionof operations will release us from our duty to deliver as long as the effects of sucheventscontinue,evenifsucheventsoccurredwithoursupplieroroursupplier‘supstreamsupplier.Suchreleaseshall be applicable only insofar as we prove to the customer that interference with performanceofourobligationwascausedbysuchevents.Ifdeliveryisrenderedimpossiblebythementionedevents,our duty to deliver ceases to apply under the same conditions. If such circumstances only lead to a shortage of goods, we may, at our discretion, distribute the available quantities of goods among ourcustomers. We are under no obligation whatsoever to obtain goods covered by a contract or an offerfrom external suppliers. Any measures by Englisch Dekor in accordance with these provisions do not entitlethecustomerto withdraw from the contract or to assert any other claims, including, but not limited to, claims for damages.
Any risk will pass when the customer takes delivery of the goods at our place of business, in case of deliveries by Englisch Dekor when the goods are delivered to the mentioned delivery address and incase of deliveries by a carrier when the goods are handed over to the carrier. Otherwise any risk of lossshallbegoverned by general statutory provisions.
When shipped by third parties, goods are insured against any damage in transit, transport loss orbreakage only at the customer‘s written request, at the customer‘s expense and for the customer‘saccount. Any externally visible damage to goods in transit shall be reported immediately upon receiptofthe goods, and the type and scope of such damage shall be notified in writing without delay.
- In compliancewith legal provisions, we warrant that the goods are in proper condition and have theusualproperties.Any guarantee as to the condition and fitness of the goods must be expressly designated as such in theacceptance of order.
- No warranty canbe accepted for anyproduction-related or material-related deviation in colourshades.Any minor changes or any other changes of our obligation to perform and/or deliver the customer canbe expected to accept shall be deemed approved in advance. In addition, goods shall not be deemed defective if faulty every 10 metres on average (especially due to weaving flaws, printing or otherprocessing errors).Inaddition, fabrics shall not be deemed faulty if they shrink 1-2% during the cleaning process.
- The customer must inspect the goods immediately after delivery and give written notice of any defectsdetected within 8 days of receipt of the goods; otherwise no warranty is accepted. In case of hiddendefects,writtennotice must be given once the defect is identifiable and not later than within 6 monthsafterdeliver
- Withinthemeaningof item 3.4 above the customer must in particular check whether the goods arecorrect in terms of material, design, colour and length. The customer may not continue to use (especially toprocessandcut)the goodsuntilhaving checked theabovecriteriaas to their correctness. If the goods areused on behalf of a third party, the customer must ensure that the goods were inspected by such third party. No complaint can be acknowledged once the goods have been use
- The customer must check whether our goods are fit for the contemplated purposes. Any oral or writtenadvicegivenby us is non-binding and does not release our customers from checking whether our pro-ducts are fit for the contemplated purpose. No claim for compensation whatsoever may be asserted on such ground. When additional deliveries are made, we do not accept any warranty that the colour of such deliveries is identical with the colour of the initial deliver
- The seller does not accept any warranty that the goods are fit for the buyer‘s special purposes. The seller in particular does not accept any warranty for any processing by the buyer for which the goods are not fit in terms of condition, type and quality. This applies even if the buyer informs the seller of theintended purpose because only the buyer has the relevant know-how concerning the end use of goods
- We may elect whether we want to satisfy any warranty claims through replacement, repair, pricereductionorrescission.Section 933b of the Austrian Civil Code [ABGB] (specific regress) is not applicable
- Asregards goods we purchased from upstream suppliers, we accept any warranty only within ourwarrantyclaimsagainst the supplier
- Velours (velvets) must always be lined when used as curtain fabrics and padded with a suitable fabricwhen used (and fit to be used) as upholstery fabric.
- Weare required to pay damages only if we and our vicarious agents act with intent and gross negli-gence and such damages shall not exceed the order value. In case of slight negligence, we are onlyliableforpersonal injury.
- Theinjured party must prove our fault and the extent of such fault. A claim for damages may beassertedin court only within six months after the customer has become aware of damage and notlaterthan within three years after the event triggering a claim.
- We are not liable for the correctness of any handling and processing information, where such informationis included in brochures, technical descriptions or any other instructions; this is the responsibility of themanufacturerand/or importer. We are not required to provide any other information, includinginformationconcerningstorage,maintenance, processing or any other handling. In addition, alltechnicaldataprovided- especiallydataprovidedbyupstreamsuppliers- shall be deemed average values which only describe the technical properties and the chemical composition of the goods delivered.
- Weare under no obligation to inspect goods not produced by us when these are purchased and resold.Englisch Dekor is not liable for any indirect damage, lost profit, consequential damage and pecuniaryloss, unless caused by intent or gross negligence by Englisch Dekor HandelsgmbH & Co KG.
- All damage to goods in transit must be immediately reported in writing to the respective carrier and tous. The customer is responsible for compliance with such obligation. If such obligation is violated, thereis no liability for any damage to goods in transit.
- If our customer places goods delivered by us on the market outside the European Economic Area, thecustomerundertakestoexcludeanyliabilityfor damages (especially under the Austrian Product LiabilityAct) toward his buyer, provided such exclusion is permitted under the law applicable or agreed betweenourcustomerandhisbuyer.Uponfailureof such exclusion, the buyer undertakes to hold us harmless and indemnify us for and against such claims by third parties (especially on the ground of product liability)
- The customer expressly approves electronic invoicing and transmission of invoices as set out in thesecond sub-paragraph of Section 11 (2) of the Austrian VAT Act [UStG].
- Incaseoflate payment, any discount and other benefit (including, but not limited to, bonuses) thatmay have been granted shall be deemed forfeited.
- Any cash discount granted may be used only if all our claims due have been settled in such manner(seeitem 5.5 below) that the money is available in our bank account on the due date.
- Our invoices are immediately due and payable, unless otherwise agreed. If any term of payment hasbeen agreed, such term shall commence on the invoice date.
- Anyincomingpaymentwillinitiallybeappliedtotheearliestclaim,irrespectiveof any payment referenceby the customer.
- Incaseofdefault, we may charge any expenses and costs we incur in asserting our claims, any costs of necessary intervention by a collection agency as well as default interest at a rate of 12 % p.a.
- If the customer is in default, we may demand immediate payment of all outstanding claims and revokeany terms of payment which may have been granted; we may exercise such right even if after executionof the contract we become aware of unfavourable circumstances concerning the customer‘s ability topay or economic situation.
- If the buyer ordered fixed length measurements, we reserve the right to exceed such fixed measurementby up to 5% or by up to 10% in case of custom-made products (e.g. original design) and to charge theadditionalquantity.
6. Retention of Titel
- Weretain title to the goods delivered pending full payment of all of the customer‘s obligations underthe contract of sale.
- The customer may sell the goods subject to retention of title in the course of daily business;Unless charged to the buyer, sample collections (sample consignments) are the seller‘s property and may be reclaimed by the seller at any time. The buyer must properly store and treat such collections.Additional fees will be charged for any samples damaged or cut upon retur the customer may not pledge or assign such goods for security purposes, and the customer may notdispose of such goods in any other manner not consistent with daily business. The customer is required to inform us without delay when a third party initiates enforcement proceedings in respect of or other-wise takes possession of goods subject to retention of title and must reimburse any cost arising inconnectionwiththeenforcement ofour claims. Wemayenterthe customer‘sbusiness premisesduringnormalbusinesshours and take possession of the goods subject to retention of title to best possibl selltheminthe open market or by public auction, notwithstanding any payment and other obligationsonthe customer‘s part. We will apply the sales proceeds to the customer‘s liabilities, after deduction of any cost accrued; any excess will be paid to the customer.
- We willretain titleeven if the goods subject to retention of title are processed. In such case, it is deemed agreed that we are entitled to a pro-rated share of co-ownership of the item created through processing.
- Unless charged to the buyer, sample collections (sample consignments) are the seller‘s property and may be reclaimed by the seller at any time. The buyer must properly store and treat such collections.Additional fees will be charged for any samples damaged or cut upon return
7. Information / Privacy
- The customer, the interested party and any other person concerned (in short: "data subject") consents to receive from Englisch Dekor information, newsletters, etc. via electronic media. The data subject may revoke such consent at any time. If consent to receive information electroni-cally is revoked, the data subject has no right to claim receipt of information sent electronically in any otherform.
- We may collect, process and store any (personal) data disclosed by the data subject in the context of the contractual relationship. The data subject agrees to this processing of his (personal) data. In addition the data subject confirms that he has read the data protection declaration published by Englisch Dekor and expressly agrees to it.
8. Assignment of Claims
- If the customer sells to a third party the goods before full payment of our purchase price, includingincidental claims, the contracting party offers us for security purposes the assignment of the purchasepriceclaim,includingallincidentalclaims,hehasagainstsuchthirdparty. The offer will be accepted inwriting and sent to the customer‘s address most recently disclosed to us („Offer of Assignment forSecurity“).Insuch case, the customer is required to record the assignment for security in his books and to notify the third party without dela
9. Governing Law/Jurisdiction
- These general terms and conditions shall be governed by and construed in accordance with Austrianlaw,without giving effect to any conflict of law rules. The UN Sales Convention is not applicable.
- All disputes arising from all sales and other transactions shall only be referred to the commercial courtinVienna having jurisdiction in terms of valu.
10. General Provisions
- If any or more terms hereof are invalid, this shall not affect the validity of the remaining terms hereof.
- Right of retention: If there is any fact that justifies retention by law, the customer may always onlyretain such part of the gross calculation amount that is reasonable in relation to the claim asserted bythe customer. In addition, the customer may exercise such right of retention only on account of thedelivery to be paid but not on account of any other claims the customer may have from the businessrelationship with us.
- Confidentiality: Either party agrees and undertakes to keep confidential all confidential information of the other party which such party becomes aware of in connection with the mutual contractualrelationship.
- The foregoing shall not be applicable in case (i) a party is required to provide information by law or byvirtueofanofficial order, or in case of (ii) obvious information or (iii) information previously known.
- The seller is not required to take back any goods wrongly ordered. Goods having a length of less than 5 metres or in respect of which no invoice or delivery note can be presented cannot be returned. If theseller by way of exception (by way of accommodation and without creating any obligation for futureconsideration) takes back goods wrongly ordered, the seller may charge a 20 % deduction for waste.
11. Online Conclusion of Contracts
- When placing an online order, our customers submit a binding offer to us to enter into a contract with us. Receipt of the order confirmation by our customer merely confirms our receipt of the customer‘soffer.
- A contract of sale is made once an acceptance of order is emailed to the customer or the goods ordered are delivered.
- Contractsconcluded online are governed by these general terms and conditions by analogy.
- Anyinformation provided in our catalogue or on our website - e.g. description and illustrations - only