General terms & conditions

General terms and conditions about the web pages of Austria Pet Food GmbH

Informations about general terms and conditions, see here

General Terms and Conditions of Purchase for Machines

1. Validity of the AEB-M

1.1 The following “General Terms and Conditions of Purchase for Machines” (“AEB-M”) shall apply to all contracts for the purchase of machines by Austria Pet Food GmbH (“APF”), unless expressly stated otherwise in the respective order. Deviations from the AEB-M may only be agreed expressly and in writing. General terms and conditions or contract forms of the seller shall not form part of the contract under any circumstances.

1.2 The version of the AEB-M published on the APF website at the time of conclusion of the contract is binding. The AEB-M are published on the APF website in several languages; however, only the German version is binding.

1.3 The AEB-M shall also apply to all future relevant business relationships, even if no separate reference is made to them.

2. Order, Written Form

2.1 Orders by APF are placed in written form. Verbal orders or verbal side agreements are only valid if they are subsequently expressly confirmed in writing by APF. This also applies to any changes or adaptations of orders.

2.2 E-mail is sufficient to fulfil the written form requirement, if it is provided with a valid electronic signature or a scanned copy of a manually signed document is transmitted.

2.3 The seller shall confirm the order immediately after receipt of the order (order confirmation). Deviations of the order confirmation from the order shall only become effective if APF expressly agrees to them in writing.

3. Machine Construction, Factory Acceptance Test

3.1 The seller shall submit regular progress reports on the construction of the machine until the FAT (Point 3.2), at least once a month.

3.2 Prior to delivery, the seller shall carry out a Factory Acceptance Test ("FAT") at its factory at its own expense, with appropriately qualified staff. APF is entitled to attend; the Seller shall invite APF to the FAT at least two weeks in advance. Insofar as the criteria to be met by the machine at the FAT have not been agreed in advance, they shall be specified by APF at its equitable discretion.

3.3 Successful completion of the FAT is a prerequisite for delivery. Furthermore, the parties may - without prejudice to APF's right to defect-free delivery - stipulate in the FAT protocol, which improvements to the machine must, in any case, still be made before delivery.

4. Delivery

4.1 Delivery is made DAP (Incoterms 2020) to APF’s premises, Mach-Allee 2, 7025 Pöttelsdorf, Austria. The seller shall take out appropriate transport insurance; packaging and transport insurance shall not be remunerated separately.

4.2 The specific time of delivery shall be agreed between the parties prior to delivery. APF is entitled to postpone a delivery date requested by the seller by up to two months without being in acceptance default for this reason or having to bear additional costs if there are obstacles to delivery and/or installation on the part of APF at the relevant time; in the event of a longer postponement by APF, APF must reimburse the seller for reasonable costs of interim storage, but shall only be in acceptance default in the event of repeated postponements. Every delivery must be made during APF’s normal business hours.

5. Installation, Site Acceptance Test, Acceptance

5.1 Unless expressly agreed otherwise, the seller shall also set up, connect and make ready for operation the delivered machine in such a way that it can be readily put into operation by APF without restrictions ("Installation").

5.2 The Installation also includes (a) the handing over of the documentation, (b) the deposit or handing over of verified source codes, insofar as such is required under the contract (Point 7.3), (c) appropriate training (depending on the type of machine) of the APF staff who operate the machine, and (d) the successful completion of the SAT (Point 5.3).

5.3 The seller shall carry out a Site Acceptance Test ("SAT") on site at its own expense with appropriate qualified staff and allow APF to participate in it Insofar as the criteria to be met by the machine at the SAT have not been agreed in advance, they shall be specified by APF at its equitable discretion.

5.4 With the completion of the installation, the formal acceptance of the machine takes place by means of a written acceptance declaration by APF; a verbal or implied acceptance is excluded. The risk shall transfer to APF upon acceptance.

5.5 APF may only refuse acceptance, if the installation has not yet been fully completed or the machine still has defects. If APF decides to take over the machine in spite of defects, the defects must be remedied by the seller without delay within the scope of the warranty.

6. Warranty and Guarantee

6.1 The warranty period and the period of any guarantee agreed with the seller shall commence upon takeover. In the absence of any agreement to the contrary, a warranty period of 24 months from formal acceptance shall be deemed to have been agreed.

6.2 For the warranty, the statutory provisions of the ABGB [Austrian Civil Code] apply; Sections 377, 378 UGB [Austrian Business Code] shall be excluded.

7. Software

7.1 The seller grants APF all rights to the software supplied, which is required for the contractual use of the machine, which APF requires for the contractual use of the machine (right to use the work or at least authorisation to use the work). These rights must accrue to APF without any limitation concerning place or time, without APF having to pay a separate fee for this to the seller or to third parties.

7.2 Error corrections, updates and upgrades to the software must be provided by the seller insofar as and for as long as this is agreed or, in the absence of an express agreement, insofar as and for as long as the contractual use of the machine by APF requires it. Point 7.1 applies to this mutatis mutandis.

7.3 Insofar as this has been agreed or is necessary to ensure that APF can continue to use the machine in accordance with the contract, the seller shall hand over the documented source code to APF on a readable data carrier or, if only a deposit has been agreed, in a sealed envelope, which shall be deposited with APF and may be opened by APF for use if this is unavoidable due to the insolvency of the seller or for other reasons, in order to ensure the continued use of the machine in accordance with the contract. In the case of updates to the source code, these are also to be handed over accordingly.

8. Deadlines, Penalties

8.1 In the event of delay in delivery of the machine, the seller shall pay APF a penalty of 1% of the order value per week of delay or part thereof, but not exceeding 10% of the order value.

8.2 If APF postpones the delivery by up to two months (Point 4.2), all penalised deadlines shall be postponed accordingly, but the penalty agreement shall remain in force. In the event of prolonged postponement by APF, a new penalty agreement shall be concluded between the parties.

8.3 APF's right of withdrawal in accordance with Section 918 ABGB [Austrian Civil Code] also applies if agreed interim deadlines are exceeded.

9. Purchase Price and Payment Terms

9.1 Unless expressly agreed otherwise, the agreed purchase price is a fixed all-inclusive price which covers all costs and ancillary services associated with the performance of the service, in particular the delivery, installation, documentation, training of APF staff and the granting of the necessary rights to software supplied with the service.

9.2 Unless expressly agreed otherwise, the purchase price shall be paid out as follows:

9.2.1 30% upon conclusion of the contract after receipt of a pro forma invoice and an advance payment guarantee covering this amount from a bank with good credit standing with a term of up to two months after the agreed delivery date;

9.2.2 30% after delivery (Point 4);

9.2.3 30% after acceptance (Point 5.4);

9.2.4 10% after (a) acceptance and receipt of a counter-guarantee from a bank of good credit standing with a term of at least 24 months, or (b) expiry of the warranty period.

9.3 The payment period is 30 days after receipt of the invoice.

10. General provisions

10.1 The seller shall provide its services in such a way that the machine and its installation on site comply with all legal provisions applicable in Austria, including the CE requirements and the requirements from food and feed law.

10.2 Changes and amendments to the contract may only be agreed in written form. This also applies to any departure from the written form.

10.3 The seller is not entitled to withhold or discontinue performance in the event of a dispute.

10.4 Declarations shall be deemed to have been received by the other contracting party if they have been received at the address last notified by the latter.

10.5 The contract shall be governed exclusively by Austrian law, excluding the conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

10.6 The exclusive place of jurisdiction for all disputes arising from or in connection with the contract is Eisenstadt, Austria.