GENERAL TERMS AND CONDITIONS
Valid from 01.01.2025.
These General Terms and Conditions set out the general terms and conditions for sales contracts (hereinafter referred to as the "Sales Contract") to be entered into by sct. system components trading GmbH (hereinafter referred to as "Seller") with the customer (hereinafter referred to as "Buyer") for the sale of goods (hereinafter referred to as "Goods").
1. The General Terms and Conditions are an integral part of the sales contract and by concluding the sales contract, the buyer confirms that he accepts the general terms and conditions.
2. The Seller and the Buyer agree on specific terms and conditions in the Contract of Sale and in the Annexes thereto.
3. The Buyer shall submit to the Seller orally, by telephone or by e-mail, an order containing a description of the goods to be ordered, the names of the goods, the quantities and the desired delivery time.
4. On the basis of the Buyer's order, the Seller submits an offer to the Buyer by e-mail as an order confirmation, in which he confirms (if necessary also amends or supplements) the conditions of the order to be fulfilled (product name, price, quantity, delivery conditions). The Seller has the right to refuse to confirm the order or to confirm it under changed conditions (e.g. changed date).
5. The buyer notifies the seller by email of the confirmation of the offer. The confirmed offer forms the basis for the terms of the purchase contract. If the Buyer confirms the Seller's offer in part or on terms that have been changed from the offer, the Seller will make a new offer to the Buyer until the Buyer confirms the offer on the terms set forth therein.
6. On the basis of the confirmed offer and/or other agreements between the parties, the sales contract is considered concluded and comes into force.
7. Unless otherwise agreed by the parties, the Buyer's order shall be deemed to have been fulfilled when the goods are ready for delivery to the Buyer at the Seller's establishment. The Buyer is obliged to collect and transport the Goods from the Seller's premises within twenty-one (21) days of the Seller's notification of the readiness for delivery of the Goods. In the event of late acceptance of the goods by the Buyer, the Seller is entitled to demand a contractual penalty from the Buyer in the amount of zero point one percent (0.1%) of the value of the goods for each day of delay.
8. Upon receipt of the goods, the seller's delivery note must be signed by the buyer (or a person authorized by the buyer). The buyer undertakes to communicate to the seller the names of the person or persons authorized to receive the goods.
9. The risk of accidental loss or damage to the Goods and the right of title, unless otherwise agreed, shall pass from the Seller to the Buyer upon receipt of the Goods and their removal from the Seller's premises.
10. Upon receipt of the Goods, the Buyer shall promptly inspect or cause to be inspected the Goods and ensure that the Goods (including documentation) comply with the terms of the Contract. If, upon receipt of the goods, the buyer discovers that the goods do not comply with the terms of the contract, the non-conformity must be described as accurately as possible on the delivery note returned to the seller. If the non-conformity of the goods is not described on the delivery note, or is not described precisely enough so that it is impossible to establish the existence of a non-conformity of the goods at the time of delivery to the buyer, the goods will be deemed to have complied with the terms of the contract at the time of delivery to the buyer. It is understood that the seller has no knowledge of defects or non-conformities that are not noted on the invoice or delivery note issued at the time of delivery of the goods, nor does it have to be aware of them.
11. The Buyer is obliged to inform the Seller by e-mail of any non-conformity of the Goods with the Terms of the Agreement, no later than seven (7) days from the time when the Buyer should have learned of the non-conformity. The Seller is not obliged to take into account complaints submitted after the expiry of the above-mentioned period or which do not contain a sufficiently precise description of the non-conformity of the Goods with the terms of the Agreement.
12. A complaint regarding the Goods must include the name of the defective Goods, the quantity, the time of receipt, the number and date of the relevant invoice or delivery note, the time of discovery of the defect, a description of the non-conformity and the Buyer's claim.
13. The Seller undertakes to examine the complaint received and to respond to the Buyer within fifteen (15) calendar days of receipt of the complaint.
14. In the event of a substantiated and timely complaint, the Seller shall, at its sole discretion, either issue the Buyer a credit note for the price of the defective Goods or replace the defective Goods with an equivalent, defect-free Product, unless the parties agree on another remedy for the lack of conformity.
15. For the first order, a 75% deposit after placing the order within 7 days is considered the payment term. The remaining 25% of the invoice amount is due promptly after delivery of the goods. From the second order onwards, the seller can change the payment term upon presentation of the buyer's economic data after a positive assessment of the company's creditworthiness presented. As a rule, the buyer must pay for the goods on the basis of the invoice presented by the seller within fourteen (14) days from the date of issue of the invoice.
16. If the payment deadline is exceeded, the Seller has the right to demand default interest from the Buyer at the rate of 9% per annum from the due date of the obligation until its fulfilment.
17. The Seller has the right to use legal services to satisfy due claims against the Buyer, and the Buyer undertakes to bear all direct and indirect costs related to the collection of the claim.
18. The Seller has the right to suspend the performance of the Agreement if the Buyer exceeds the payment deadline until the Buyer has fulfilled its overdue obligations.
19. The non-performance or improper performance of obligations arising from a contract shall not be considered a breach of contract if it is due to circumstances that the parties could not have foreseen at the time of conclusion of the contract (force majeure , pandemic, war, ...). The party whose activities in the performance of its obligations under the contract are prevented by circumstances of force majeure shall be obliged to notify the other party immediately in writing. In the event of force majeure circumstances, the terms and conditions arising from the contract will be extended for the period of force majeure circumstances.
20. The seller has the right to require a payment guarantee (e.g. a guarantee letter from a credit institution) from the buyer if the seller has reasonable grounds to suspect that the buyer is unable to meet his contractual obligations. The Seller shall submit a request for a warranty by email and the Buyer agrees to submit the warranty within ten (10) days of the submission of the request. If the buyer does not present the warranty within the period specified in the request, the seller has the right to terminate the contract early. The Buyer agrees to reimburse all direct and indirect costs and losses (including loss of income) incurred by the Seller up to the early termination of the Agreement or to be incurred in connection with the early termination.
21. The Agreement, with the exception of the General Terms and Conditions, and all information provided by one party to the other party within the scope of the performance of the Agreement, regardless of its form, shall be confidential and the Parties undertake not to disclose them or otherwise make them available to third parties without the prior written consent of the other Party, except in cases provided for in the legislation of the Republic of Estonia. Confidential information includes, but is not limited to, personal data transferred from one party to the other party in the course of the performance of the contract, as well as any information related to the seller's production activities.
22. All disputes and disagreements arising from the performance of the contract shall be settled through negotiations between the parties. If no agreement is reached, the dispute will be heard by the Wiener Neustadt District Court.
23. All goods are covered by product liability, provided that the goods have been professionally, carefully and properly installed, operated and maintained in accordance with the product data and that the damage to the goods has not been caused by external influences or third parties.
24. The Agreement may be amended by written agreement of the Parties, except in special cases provided for in the Agreement or in the General Terms and Conditions.