General Terms and Conditions

General terms of delivery

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1. Scope of application
   1. These General Terms and Conditions of Delivery (hereinafter referred to as "GTC") apply to all legal transactions between ANGER MACHINING GmbH, FN 79383 s ("ANGER" or "we"), and natural or legal persons (hereinafter referred to as "Customer"). They apply to all services offered or provided by us as well as to the sale, delivery and provision of products and services.
   2. The GTC shall also apply to all future legal transactions between ANGER and the Customer, even if no express reference is made to them, unless otherwise agreed in writing.
   3. Any terms and conditions of the customer deviating from these GTC shall not become part of the contract unless they have been expressly accepted by ANGER in writing.
   4. The current version of these GTC is available on our website at www.anger-machining.com/AGB. Amendments or supplements to the GTC shall be notified to the customer in good time and shall be deemed approved if the customer does not object to them in writing within 14 days of receipt.
2. Conclusion of contract and content of the contract
   1. We develop and manufacture high-quality, turnkey machine solutions for the machining of precision and structural components, in particular for the automotive industry. Our focus is on highly efficient, flexible and energy-optimized machining processes. We perform our contractual services either ourselves or by commissioning qualified, specialized third parties.
   2. At the request of a customer, we prepare a non-binding offer that contains the expected conditions of a possible order. This offer is subject to change and is not binding for us.
   3. A contract is only concluded when the customer accepts our offer by means of a written order and we confirm this acceptance by means of a written order confirmation.
   4. The scope of services shall be determined by the individually agreed contractual content and by these General Terms and Conditions (GTC).
   5. Information contained in catalogs, price lists, brochures, advertisements on trade fair stands, circulars, advertising mailings or other media (hereinafter "information material") shall only become part of the contract if this is expressly agreed in writing.
   6. Our cost estimates are non-binding. This shall also apply if the customer uses the cost estimate as the basis for a subsequent conclusion of a contract.
3. Delivery and performance deadlines, withdrawal from the contract
   1. Unless otherwise agreed in writing, our obligation to perform the service begins with the dispatch of our written order confirmation. The payments to be made by the customer for the performance of the service, including any partial payments, are expressly stipulated in the accepted offer or in the written order confirmation.
   2. Our delivery and performance deadlines and delivery dates are only binding if they have been expressly agreed in writing.
   3. If the customer amends or supplements the agreed order, the agreed delivery and performance periods shall be extended by a reasonable period of time which takes into account the effects of the amendments. The extension shall be recorded in writing.
   4. Agreed deadlines and dates shall be postponed by a reasonable period in the event of force majeure, strikes, unforeseeable delays for which we are not responsible, such as natural disasters, pandemics, government intervention, embargoes or energy supply failures, delays by our suppliers or other comparable events beyond our control. We shall inform the customer of such events and the expected duration of the delay without delay.
   5. If the commencement or performance of our services is delayed or interrupted due to circumstances attributable to the customer - in particular due to a breach of the customer's duty to cooperate in accordance with clause 7 - the performance periods shall be extended accordingly and the completion dates shall be postponed accordingly.
   6. Should it be necessary to temporarily store materials, devices or other equipment at our premises due to a delay for which the customer is responsible, we shall be entitled to charge the customer a reasonable fee as storage costs for each month of delay commenced. This provision shall not affect the customer's obligation to take delivery or its payment obligations.
   7. In the event of a delay in performance on our part, the customer shall only be entitled to withdraw from the contract if he has previously set us a reasonable grace period by registered letter and we do not provide the service within a reasonable grace period of at least six weeks. Withdrawal requires that the customer makes clear reference to the reservation of the right of withdrawal.
4. Fees and costs
   1. The agreed fees in euros (EUR) shall apply to our services. If no explicit fee has been agreed, we shall be entitled to a reasonable fee. This applies in particular to services that are provided on behalf of the customer beyond the contractually agreed scope.
   2. All fee details are exclusive of the applicable statutory VAT and ex warehouse.
   3. Our fee information does not include the following costs, which can be invoiced separately:
      • Packaging, transportation, loading and shipping costs;
      • storage costs;
      • customs duties and insurance;
      • Costs for travel, daily and overnight allowances;
      • costs for travel time;
      • other necessary or agreed additional costs.
   4. We reserve the right to adjust fees and additional costs appropriately in the event of subsequent changes to the scope of services or unforeseen additional expenses.
   5. We also procure services and products from third parties to provide our services. If our suppliers increase the prices for these services and products, we are entitled to pass on the resulting additional costs to the customer, provided that the customer has been informed of this in advance and no other agreement has been made.
5. Value protection
   1. Unless otherwise agreed, the agreed remuneration is value-assured and linked to the wage index published annually by Statistics Austria and is adjusted accordingly once a year. If this index is no longer published, a comparable successor index shall take its place. The calculation basis is the month in which the contract was concluded.
   2. Any price adjustment will be communicated to the customer in a timely and comprehensible manner. On request, we will provide a transparent calculation of the adjustment showing the relevant factors and their influence on the price change.
6. Due date of payment, terms of payment and delivery
   1. Unless otherwise agreed in writing, the customer shall pay the fees according to the following payment scale:
      • 30% of the fee upon conclusion of the contract, payable net within 14 days of the invoice date,
      • 60 % upon delivery, payable net within 14 days,
      • 10 % after acceptance, but no later than 60 days after delivery, payable net within 14 days.
   2. In the case of the construction of a work by us, the customer must accept it on the agreed acceptance date. If the customer fails to comply with this obligation, the work shall be deemed to have been accepted 21 calendar days after commissioning, without this implying any final acknowledgement that the work is free of defects. The same shall apply 21 days after the acceptance date if commissioning does not take place for reasons that lie outside the nature of the work.
   3. Delivery shall be "ex works" (EXW) by us without loading at the expense and risk of the customer, freight collect, unless expressly agreed otherwise. Otherwise, the Incoterms shall apply in the version valid on the day the contract is concluded.
   4. A discount deduction is only permitted if this has been expressly agreed in writing.
   5. All invoices shall be due for payment without deduction within the agreed payment periods. If no payment periods have been agreed, a payment period of 30 days from the invoice date shall apply.
   6. Dedications of payment made by the customer (e.g. earmarking) are only binding for us if we have accepted them in writing.
   7. In the event of a delay in payment by the customer, we shall be entitled to suspend the provision of our services, also within the framework of other contractual relationships existing with the customer, until the delay has been fully remedied.
   8. If the payment deadline is exceeded, even for a single partial payment, all benefits granted such as discounts or rebates shall be forfeited. These shall be added to the originally agreed fee.
   9. If the customer is in default of payment, default interest of 9.2% above the base interest rate pursuant to Section 456 of the Austrian Commercial Code (UGB) shall be due. The right to claim further damages is expressly reserved.
   10. The customer shall not be entitled to offset its own claims against our claims for payment unless these claims have been legally established by a court of law or recognized by us in writing.
7. Acceptance test
   1. If the customer requests an acceptance test, this must be expressly agreed with us in writing when the contract is concluded. Unless otherwise agreed, the acceptance test shall take place at the place of manufacture or at a location to be determined by us during our normal working hours.
   2. We shall notify the customer of the acceptance test in good time so that the customer can attend in person or through an authorized representative. If the object of purchase proves to be in breach of the contract during the acceptance test, we shall remedy the defects found without delay, at the latest within a reasonable period of time, and restore the object of purchase to the condition stipulated in the contract. The customer may only demand a repeat inspection in cases of significant defects.
   3. Following an acceptance test, an acceptance report must be drawn up. If the acceptance test has shown that the object of purchase has been executed in accordance with the contract and is in perfect working order, this must be confirmed by both contracting parties in any case. If the customer or his authorized representative is not present at the acceptance test despite timely notification by us, the acceptance report shall only be signed by us. In any case, we shall send the customer a copy of the acceptance report, the correctness of which the customer can no longer dispute even if he or his authorized representative was unable to sign it for lack of presence. Unless otherwise agreed, the customer shall bear the costs for the acceptance test carried out.
   4. Irrespective of any acceptance test carried out, the customer shall remain obliged to inspect the subject matter of the contract for defects without delay and to give notice of recognizable defects in accordance with the provisions of point 16.
8. General obligations of the customer to cooperate
   1. The customer is obliged to take the necessary measures to enable us to provide the service at the agreed service times or within the agreed service periods. This includes in particular the timely provision of all necessary information and documents.
   2. The customer is also obliged to ensure that all necessary official authorizations, permits and approvals by third parties are available before the start of the provision of services and that all structural and technical requirements for our provision of services are met. If delays occur due to the customer's failure to do so, we shall be entitled to demand reasonable compensation for the additional expenses incurred as a result. Any further claims for damages shall remain unaffected by this.
   3. The customer must grant us the necessary access and usage rights to the affected systems, equipment or buildings in good time and at its own expense in order to ensure the provision of our services.
   4. If the customer is unable to provide us with delivery in the immediate vicinity, including parking facilities, the resulting additional expense shall be charged on the basis of the additional time spent in hours.
   5. If no ground-level delivery or no usable elevator is available for the transportation of the contractual services, the actual additional expenditure will be invoiced retrospectively on the basis of the expenditure incurred.
9. Ongoing obligations to cooperate in the maintenance and operation of systems and equipment
   1. If our order also includes maintenance services, our maintenance obligation shall be limited exclusively to the expressly agreed scope of maintenance. Additional services are not part of our obligation and require a separate written agreement.
   2. The customer undertakes to ensure the following measures both for the scope of maintenance we have assumed and for the scope of maintenance not assumed by us, otherwise warranty claims and claims for damages shall lapse:
      • Operating instructions: The instructions in the operating instructions must be complied with. If maintenance is not carried out by us, the customer is obliged to ensure that the systems and devices are regularly maintained by a qualified specialist company and that they are professionally cleaned.
      • Signs of malfunction: If the first signs of a fault occur, such as a rise in temperature, the customer is obliged to inform us immediately during the valid or extended warranty period and to instruct us to rectify the fault.
      • Mitigation: If a malfunction cannot be rectified promptly, the customer is obliged to immediately take all reasonable measures to mitigate the damage and inform us accordingly.
   3. The customer undertakes to document the maintenance work, cleaning and rectification of faults carried out and to present this documentation on request.
10. Transfer of risk
    1. In the case of deliveries, the risk of accidental loss or accidental deterioration shall pass to the customer as soon as the delivery item, the material or the work is made available for collection from the factory or warehouse. The customer shall be informed of the provision in good time.
    2. At the customer's written request, we shall take out transport insurance for the delivered goods at the customer's expense. The scope of the insurance shall be based on the customer's requirements agreed in writing.
    3. The customer approves the use of any customary mode of shipment appropriate for the respective delivery item. If no special instructions have been given, we shall select the mode of shipment and packaging at our own discretion.
11. Prohibition of resale and encumbrance
    1. The goods delivered, assembled or otherwise handed over by us shall remain our property until all claims arising from the business relationship have been paid in full.
    2. Resale of the goods subject to retention of title by the customer to third parties is only permitted with our prior written consent. In the event of our consent, the customer hereby assigns his claims from the resale to us. We hereby accept this assignment. The customer remains authorized to collect the claims as long as he meets his payment obligations to us.
    3. Until all our claims have been paid in full, the goods subject to retention of title may not be pledged, transferred by way of security or otherwise encumbered with third-party rights. In the event of seizure or other access by third parties, the customer is obliged to immediately point out our right of ownership and to inform us immediately in writing.
    4. If the customer is in default of payment, we are entitled, after setting a reasonable grace period, to demand the return of the reserved goods or to withdraw from the contract. Our statutory rights shall remain unaffected by this.
    5. After surrendering the goods subject to retention of title, we shall be entitled to sell them on the open market at the best possible price. The proceeds of the sale, less reasonable costs, shall be offset against the customer's liabilities.
    6. The assertion of the retention of title shall only constitute a withdrawal from the contract if we expressly declare this in writing.
    7. In order to enforce our retention of title, we are entitled to enter the location of the goods subject to retention of title and to secure them. The customer must make this possible and refrain from any obstruction.
12. Recycling and disposal of waste
    1. The customer is obliged to dispose of all packaging, waste, old materials, coolants, oils or other substances as well as systems, equipment or parts thereof in a proper and environmentally friendly manner. For this purpose, the customer must hand over the waste to a waste collector or waste handler authorized to collect or treat the respective type of waste and expressly commission the environmentally friendly disposal.
    2. If the customer commissions us to recycle or dispose of waste in accordance with point 12.1, we shall be entitled to the agreed fee. If no fee has been agreed, we shall be entitled to demand a reasonable fee in accordance with the expenses incurred and the usual market prices.
    3. At the customer's request, we shall issue proof of the proper recycling or disposal of the waste. Corresponding documentation must be accepted by the customer and, if necessary, submitted to authorities or third parties.
    4. We accept no liability for the improper disposal of waste if the customer does not comply with this obligation in accordance with point 12.1 or provides us with insufficient or incorrect information.
13. Property rights of third parties
    1. For delivery items that we manufacture according to the customer's specifications, such as design details, drawings or other specifications, the customer guarantees that the manufacture and delivery of these items does not infringe any third-party property rights. The customer undertakes to fully indemnify and hold us harmless in this respect. This includes in particular all costs arising from the defense against third-party claims or possible infringements.
    2. If claims are asserted by third parties due to the infringement of property rights, we are entitled to
       • to suspend the manufacture and delivery of the items concerned until the legal situation has been finally and legally clarified;
       • to demand compensation from the customer for all necessary and reasonable costs incurred by the assertion of the claim, including, but not limited to, legal fees and court costs as well as costs for replacement measures.
    3. The customer undertakes to provide us with comprehensive support in our defense against third-party claims, in particular by providing all necessary information and documents.
    4. Should a final clarification of the legal situation reveal that the manufacture or delivery of the items concerned is not possible due to the infringement of third-party property rights, we shall be entitled to withdraw from the contract. In this case, the customer shall be liable for all damages incurred by us as a result.
14. Our intellectual property
    1. All items supplied by us as well as the associated implementation documents, plans, sketches, procedures, cost estimates, software and other documentation provided by us or created by our services shall remain our sole intellectual property.
    2. The use of these materials, in particular their dissemination, reproduction, publication, provision or even partial copying, as well as their imitation, processing or other utilization, is only permitted with our express written consent.
    3. The customer undertakes to treat all information, documents and knowledge received from us in the course of the business relationship as strictly confidential. Disclosure to third parties is prohibited without our prior written consent. This confidentiality obligation shall also apply beyond the end of the business relationship.
    4. At our request, the customer shall immediately return to us or demonstrably destroy all documents and materials provided by us. This shall apply in particular upon termination of the business relationship.
    5. If industrial property rights (such as patents, trademarks or copyrights) arise as a result of the cooperation with the customer, these shall remain exclusively with us, unless expressly agreed otherwise in writing.
15. Data protection and confidentiality
    1. All data and information exchanged within the scope of the cooperation shall be treated confidentially and used exclusively for the fulfillment of the contract. The customer undertakes to comply with the requirements of data protection law and to indemnify and hold us harmless in the event of a breach.
    2. We are entitled to store and process the data received in the course of the business relationship in accordance with the applicable data protection laws. The customer has the right to request information about the stored data at any time.
16. Warranty and notification of defects
    1. The warranty period is 12 months from delivery.
    2. The customer is obliged to report defects and complaints of any kind in accordance with § 377 ff of the Austrian Commercial Code (UGB) in writing to our registered office within three days of the defect first becoming apparent. The notification of defects must contain as precise a description of the defect as possible and details of the possible causes. The rejected goods or works must be handed over to us for inspection, insofar as this is reasonable. If the customer fails to make this timely notification, all resulting claims shall be forfeited.
    3. All components belonging to the system are listed in the spare and wear parts list handed over at the time of delivery. The components listed there as wearing parts are subject to normal wear and tear and must be kept in stock in sufficient quantities by the customer at his own responsibility.
    4. We are entitled to two attempts to rectify defects. If both fail, the customer may only assert further statutory claims in the event of a significant and irreparable defect.
    5. We are entitled to avert a request for termination of the contract (rescission) by improvement or reasonable price reduction, provided there is no significant and irreparable defect.
    6. The customer must make the defective system or the defective device accessible to us without culpable delay and give us or experts commissioned by us the opportunity to inspect the defect. If the customer refuses to cooperate, his warranty claims shall lapse.
    7. The delivery shall be deemed to have been made at the latest when the customer has taken possession of the service or has refused to take possession without giving reasons.
    8. If a handover date has been agreed and the customer fails to attend this date, the delivery shall be deemed to have taken place on this date.
    9. Our measures to remedy a defect alleged by the customer shall not be deemed to be an acknowledgement of a defect.
    10. The customer shall bear the burden of proof that a defect already existed at the time of delivery.
    11. If the objects of performance are manufactured on the basis of information, drawings, plans, models or other specifications provided by the customer, our warranty shall be limited to the contractually agreed execution in accordance with the plan.
    12. We reserve the right to make changes to the design or execution of the delivery item that do not adversely affect its function or value and do not constitute a defect.
    13. Liability for damages resulting from the further use of a defective product or from a failure to report defects in good time is excluded, unless we can be proven to have acted with intent or gross negligence.
17. Liability and compensation
    1. We shall only be liable for the breach of contractual obligations, in particular in the event of impossibility or delay, as well as for damage to items handed over to us for processing, in the event of intentional or grossly negligent behavior. Liability for slight negligence is excluded.
    2. Our liability for loss of profit, loss of production or other indirect damage is excluded to the extent permitted by law. We shall only be liable for damage to materials or equipment provided by the customer if this is due to intent or gross negligence.
    3. Our liability shall in any case be limited to the remuneration agreed in the respective contract. Further claims for damages, in particular for loss of profit, indirect damage or consequential damage, are excluded to the extent permitted by law.
    4. Claims for damages must be asserted in court within two years of knowledge of the damage and the damaging party, otherwise they are excluded.
    5. If and to the extent that the customer can claim insurance benefits for damages for which we could be held liable under his own insurance or insurance taken out in his favor (e.g. liability, comprehensive, transport, fire or business interruption insurance), the customer undertakes to give priority to claiming these insurance benefits. In this case, our liability shall be limited exclusively to any disadvantages incurred by the customer as a result of claiming on the insurance, such as higher insurance premiums or deductibles.
    6. Insofar as damage was caused in whole or in part by the conduct of the customer or its vicarious agents, we shall be released from liability or our liability shall be reduced accordingly. The customer shall bear the burden of proof for the absence of contributory negligence.
    7. Any liability on our part shall lapse if damage is caused by improper use of the delivered products or by non-compliance with the instructions or documentation provided by us.
18. Severability clause
    1. Should individual provisions of these General Terms and Conditions be or become invalid, unenforceable or void, this shall not affect the validity of the remaining provisions.
    2. The invalid, unenforceable or void provision shall be replaced by a provision that comes as close as possible to the economic purpose of the invalid provision and the intention of the parties, taking into account what is customary in the industry.
    3. Should an unintended loophole arise during the implementation of these GTC, the parties undertake to agree a supplementary provision that corresponds to the economic purpose of the GTC and the interests of the parties.
    4. The customer is obliged to inform us immediately in writing of any changes to his name, company name, address, legal form or other relevant information that is essential for the fulfillment of the contract or communication.
19. Final provisions
    1. The customer may only assign claims and rights arising from the contractual relationship to third parties with our prior written consent. This also applies to assignments by way of security.
    2. All contractual relationships shall be governed exclusively by Austrian law, excluding the conflict of law rules and international conflict of law rules. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
    3. All disputes arising from or in connection with this contractual relationship shall be subject to the exclusive jurisdiction of the competent court at our registered office in A-4050 Traun.
    4. Verbal ancillary agreements or amendments must be confirmed in writing by both parties in order to be valid.