General Terms & Conditions

General Terms and Conditions of Business

1. Scope of application, general provisions

The following conditions are valid for all legal transactions entered into between ourselves and our customers or suppliers, either verbally or in writing, directly or via a third party, in any conceivable form and in any way technically possible. They form an integral part of the contract for any legal transactions concluded by use. Any previously agreed payment or delivery terms shall hereby become ineffective. The content of our general terms and conditions of business shall continue to be legally effective even if conditions to the contrary exist on other business documents, delivery notes, invoices, etc.

 

2. Orders, quotations

Any orders submitted to us by our customers shall only become binding upon being confirmed by us in writing. Verbal orders shall in all cases be deemed to have been confirmed upon delivery of the goods. All quotations are subject to change, especially in relation to quantities, prices and delivery times, and shall be deemed to be limited in terms of time. Any changes to our production costs shall entitle us to alter the price during the term of the quotation.

 

3. Delivery, dispatch, assumption of risk, quantity, quality, identification

Shipping and forwarding methods, as well as industry-standard transportation methods, are chosen by us with due care. We assume no Iiability for cost-effectiveness or transportation times. The risk shall transfer to the customer upon the goods being dispatched/transported. Quantity deviations by up to 10% (either upwards or downwards) may be expected, depending on the product and shall be deemed in advance to be approved by the customer. We assume no liability for normal loss of weight during transportation. If the customer transports the goods or chooses the means of transport itself, then it shall be Iiable for any damages or costs arising due to delays. Furthermore, the goods shall be deemed to have been transferred to the customer at the agreed point in time, and the risk shall transfer to the customer at this precise time. In the event that we are storing goods for our customers, the terms and conditions of the Austrian Forwarders Association (AÖSp) shall apply in their currently valid version. The customer declares in advance that it agrees to partial deliveries if these are considered to be reasonable. Our obligation to deliver shall only exist in the event that our own suppliers supply us properly and on time. In the event of force majeure, unforeseeable events outside of our control, official rulings, import and export restrictions, inadequate supply by our own suppliers, strikes and lock-outs, etc., we shall be released from our delivery obligations for the duration of the disturbance and shall be entitled to withdraw from the contract without being liable towards the customer on any legal grounds whatsoever. In the event of other delivery problems, the customer is obliged to set a grace period of 14 days (in writing) and shall only be entitled to withdraw from the contract if the grace period lapses without performance through no fault of our own. Claims for compensation may only be made in the event of intent and gross negligence. Any recourse claims that contracted parties or third parties make against us under the title of "product Iiability" within the sense of the Product Liability Act shall be excluded, unless the beneficiary of the recourse can prove that the error was caused by us or was at least attributable to gross negligence. The quality of the goods supplied by us is based on general commercial usage and the goods should not be considered as being packed and identified for the end user.

 

4. Warranty; inspection and notification obligations

Claims for defects may only be asserted if they are notified and justified in writing immediately upon receipt of the goods. A defect notification shall not entitle the customer to fully or partially withhold payment against the sales price. Any claims for a reduction in sales price as a result of a defect notification must be asserted separately. However, we shall be entitled to recover the goods and to supply a faultless replacement in the same quantity. The customer is obliged to check, immediately upon receipt, that the quantity, weight and packaging of the delivered goods are correct and must note any complaints on the delivery note, bill of consignment, delivery receipt, etc. The document noting the defect must be sent to us as soon as possible but not later than the end of the working day on which the delivery was made. The customer is required to randomly check the quality of the goods in relation to their external appearance, their smell  and their taste; frozen goods should be thawed before inspection. The delivered goods must be stored and processed properly and in line with the relevant provisions, especially the Meat Hygiene Ordinances and any instructions contained on the packaging. No Iiability is assumed for goods that have been incorrectly stored or processed, or which have exceeded their expiry date. Such goods are generally excluded from the warranty. Any defects that are discovered must be notified within two weeks. We will only consider written defect notifications if they clearly describe the type and scope of the alleged defect. The customer must store the goods on-site and make them available for inspection by us or by an expert. Frozen goods for which a defect has been notified must be stored at minus 18 Centigrade. A defect notification shall become invalid if the goods have been mixed, combined, forwarded or otherwise processed. Any goods for which a defect has not been notified in a proper or timely manner shall be deemed to have been delivered without defects. Any warranty or compensation claims that exceed the invoice value for the goods are generally excluded. In the event of warranty claims arising from goods that were not produced by us, our liability shall be limited to the level of liability that our supplier has towards us and we shall furthermore be entitled to assign our claims against our supplier to the customer in a way that releases us from all liability, whereby the customer denounces in advance any recourse claims against us. The customer shall not be entitled to assert any additional rights or claims. In addition, we shall not be liable to pay compensation for non-performance or inadequate performance, except in the event that the product is lacking a characteristic that has been expressly assured or in the case of intent or grass negligence.

 

5. Payment terms

Our prices are payable (net and without deductions) immediately upon receipt of invoice. All prices are valid from our respective place of business. Objections against an invoice can only be considered if made in writing as soon as possible upon receipt of the invoice, but not later than the end of the same working day. If a corporate customer does not have a running account with us and the customer defaults on payment, we shall in each instance be entitled to charge interest and compound interest (each quarter) at a rate of 13% p.a., or at least 8% above the base rate, provided that nothing has been otherwise agreed. Payment by means of check and bill of exchange shall only be permitted if specifically agreed in writing beforehand and, without exception, shall only be accepted on account of payment. In such instance, the discount charges and bill charges shall be borne by the customer. In the event of a delay in payment exceeding 10 calendar days, all costs incurred in recovering the payment (reminder, collection, court and legal costs) shall be borne by the customer, and these pre­litigation costs shall be deemed to have been agreed. The customer is not entitled, on any legal grounds whatsoever, to withhold or off-set payment or partial payment. In the event of ongoing payment problems, distraints, or reasonable cause for concern that the customer -for any reasons whatsoever -can no longer be expected to conduct normal business operations, or if conditions of dubious creditworthiness or payment delays are discovered, we shall be entitled to claim immediate payment of any receivables due to us by the customer. In such instance, we shall also be entitled to demand securities or payment in advance, or to withdraw from the contract entirely. Irrespective of any instructions to the contrary from the customer, incoming payments will be used to pay the oldest receivable. The customer expressly provides its consent to this procedure on initial conclusion of the contract.

 

6. Reservation of proprietary rights

Any goods delivered shall remain our property until full payment has been received against them. The customer is only entitled to reseIl or process the goods in the course of ordinary business. Our ownership of the delivered goods shall not cease if the goods are resold, processed, mixed or combined. Rather, we shall have a proportionate right to ownership of the processed and resold products, which shall be determined by the proportionate value of the resale price. The processing of our property shall in such instance take place free-of-charge and only as a contractor within the sense of Art. 1165 (Austrian Civil Code). Should our property somehow perish or become lost during processing, the contracted parties agree that the customer alone is the custodian of the goods and that we are the owners with entitlement at any time to demand payment or return of the goods without notice. This shall also apply in the event that the customer becomes insolvent. The customer hereby assigns to us all claims arising from the processing of the retained goods or from the mixing and combining of the retained goods, and we hereby accept the assignment thereof. The customer agrees to immediately inform all creditors of this assignment, especially any banking institutions with which the customer has a business relationship. Unusual disposal of the retained goods, such as pledging, conveyance of securities, other assignments, etc., is not permitted, and the customer shall be liable toward us for the full satisfaction of any claims. Any access to the delivered goods by third parties must be notified to us, together with the name and address of the creditor. Furthermore, the customer is obliged to handle the goods with care, and to inform us of any change in registered address, any pledges, and any other third party claims to the goods. On request, the customer is also obliged to provide us with the details of the recipients of resold, mixed or combined goods, or to grant us access to the corresponding business documents. Any intervention costs shall be borne by the customer. In the event of a breach of contract, especially in relation to a default in payment, the customer shall be obliged (at the first time of asking) to provide us with the retained goods that are still in its possession and to immediately assign to us any claims from goods that have already been processed, mixed or combined, and to immediately provide us with the details required for asserting the claims. The repossession of retained goods by us shall not give grounds for withdrawing from the contract.

 

7. Declaration pursuant to Meat Inspection Ordinance; assumption of risk

The meat supplied by us originated from healthy and suitable animals, and it was acquired, processed, stored and transported in accordance with the Meat Inspection Ordinance. The transport risk shall be borne by the customer. The customer shall also bear the risk of storing and processing the goods, as well as the risk for any processed goods.

 

8. Place of performance, jurisdiction and applicable law

The place of performance is Salzburg. The competent courts of the provincial capital city of Salzburg are hereby expressly agreed upon as the place of jurisdiction. For all disputes arising from the contractual relationship, Austrian law -under exclusion of the UN Convention on Contracts for the International Sale of Goods (ClSG) -is hereby expressly agreed upon as the applicable law.

 

9. Data protection

Our customers and suppliers hereby provide their express consent to us collecting, storing, processing and transmitting any data that we become aware of within the scope of our contractual relationship. This declaration of consent may be withdrawn at any time.

 

10. Final provisions

Any additions or amendments to these general terms and conditions of business must be made in writing and signed by both parties to the contract. Should individual provisions of these conditions be or become ineffective, the validity of the remaining provisions shall not be affected thereby, and the ineffective provisions shall apply until they are amended by us at least one month after being discovered. In addition, should one of the provisions contravene applicable law, then the remaining provisions shall not be affected thereby, and the ineffective provision shall be replaced with one that most closely corresponds to the commercial intention of the ineffective provision.