Legal Notice

tilo GmbH
Magetsham 19
A-4923 Lohnsburg
T +43 (0)7754-400-0
F +43 (0)7754-400-140
office@tilo.com

Managing Director: DI Herbert Kendler
Company register number: 114193g
Commercial register court: Regional Court of Ried im Innkreis
Registered office: Lohnsburg
Authority according to the ECG (Austrian E-Commerce Law): District Administrative Authority Ried im Innkreis
VAT: ATU 236 42 404

Photographic material: tilo GmbH
Copyright: tilo GmbH
Links: tilo GmbH does not assume any liability for websites which are accessible via hyperlinks. We dissociate ourselves from all the contents of the linked pages. tilo GesmbH has no influence on these and does not regard these contents as its own.

Concept, design and execution:

vorauerfriends communications GmbH
Traunufer-Arkade 1
A-4609 Thalheim bei Wels
Tel.: +43 (0) 7242 65896
Fax: +43(0)7242 65896 5020
www.vorauerfriends.com

General Terms and Conditions of Sale and Delivery

1. Scope

1.1. The following General Terms and Conditions of Sale and Delivery (GTCSD) apply exclusively and without limitation to all business relations between us and the customer. The version effective at the time the respective contract is concluded shall apply. Differing or supplementary terms and conditions of the customer shall not become part of the contract, even if known, unless we have expressly approved their validity in writing.
1.2. For the purposes of these GTCSD, entrepreneurs are exclusively considered customers. Entrepreneurs are natural or legal persons or partnerships with legal personality for which the transaction is part of their business operations (sec. 1 Consumer Protection Law [KSchG]).

2. Contract Conclusion

2.1. Our offers, as well as catalogues, brochures, price lists, circulars and similar are subject to change and unbinding. We reserve the right to make technical as well as other changes within reasonable limits. Informal statements by our employees are not legally valid.
2.2. By placing an order, the customer makes a binding contractual offer. If an order is placed electronically, we shall confirm receipt of the order without delay. The confirmation of receipt does not yet represent a binding acceptance of the order. The confirmation of receipt only represents a declaration of acceptance once we expressly state this. The customer agrees that all business documents, invoices, etc. are issued and sent to him electronically.
2.3. We are entitled to accept the contractual offer included in the order within 2 weeks (order confirmation). If an order is placed electronically, we are entitled to accept the order within 3 working days (Mon-Fri) of receiving it. The contract shall be considered concluded when we have stated the acceptance or when we effectively carry out the service. We are entitled to reject or to refrain from the acceptance of the order - for example after checking the credit rating of the customer.
2.4. The information on quantity, dimensions and design indicated in our offer confirmation, the prices and conditions must be immediately checked by the customer after receiving the order confirmation. If the customer does not notify us of any deviations within 5 working days of sending the offer confirmation, the designs set forth in the order confirmation are considered agreed and binding.
2.5. The conclusion of the contract takes place with the reservation that it does not perform or only partially performs in case of incorrect or improper self-supply. If the service is unavailable or only partially available, the customer shall be informed within a reasonable period. In this case, any consideration that may have already been provided will be reimbursed by us without delay.

3. Prices and Payment

3.1. The prices offered are daily rates and are valid until revoked. Price information is subject to change and, unless expressly noted otherwise, is in Euros (€) plus any applicable value-added tax.
3.2. Due to possible changes of labour costs occurred between the contract conclusion and the performance of our service based on collective agreement or statutory regulations or internal agreements, as well as changes of other costs necessary for the calculation of relevant cost centres or for the performance of the service, such as those for materials, energy, transport, third-party services, financing, etc., we are entitled to increase the agreed prices respectively. For this reason, the customer is not entitled to withdraw from the contract or to claim frustration of contract.
3.3. All prices shall be deemed to be ex works (EXW), unless otherwise agreed in writing, according to Incoterms 2010 of the plant or warehouse commissioned by us with the delivery, without packaging or supplementary expenses. The costs for shipping, customs and other services are invoiced to the customer separately.
3.4. The customer must pay the price to our paying agent, unless otherwise agreed in writing, by direct debit (debiting) or by transfer free of charge in due time and without any deductions. The day of payment is the day the payment is received by us or our paying agent. We reserve the right to exclude individual payment methods.
3.5. In particular, bills and cheques are accepted only with our express written consent and only with reservation on account of payment, and are not considered a final payment until their complete encashment. All the expenses, fees and costs shall be borne by the customer, also in case of transfer or extension. We assume no liability for the timely presentation, protest and/or non-redemption of a bill.
3.6. The customer undertakes to pay the price within 14 days of the receipt of service. The customer is in default of payment after this deadline has expired. We are entitled to use payments, regardless of their dedication, for the settlement of the oldest due invoice items plus the accrued default interest and costs, in the order: costs, interests, principal amount.
3.7. During the period of default, the customer must pay interest on the monetary debt in the amount of 9.2% points over the base rate. We reserve the right to establish and claim higher default damages.
3.8. The customer undertakes to bear all the costs and expenses associated with the collection of the claim, such as collection expenses or other costs necessary for appropriate prosecution.
3.9. The customer has a right to offset only if his counter-claims have been legally determined or have been acknowledged by us.
3.10. The customer is not entitled to withhold payments. In particular, the customer is not entitled to withhold payments due to warranty claims or other counter-claims.
3.11. If the receivable amount exceeds the currently valid credit insurance cover, we reserve the right to suspend the deliveries until the payment has been made, regardless of further rights.
3.12. In case of application or initiation of insolvency proceedings relating to the customer’s assets or rejection of an application for initiation for a lack of assets, we reserve the right to carry out deliveries only against prepayment.
3.13. If the customer is in default of an agreed payment or other service from this or other legal transactions, we can, regardless of our other rights, a) suspend the adherence to our own obligations until this payment or other service is carried out, and make use of an appropriate extension of the delivery period, b) make all open claims from this or other legal transactions due and payable, c) fulfil other legal transactions only against prepayment.
3.14. Discounts or bonuses granted to the customer are conditional to the timely and full payment of the amount due.

4. Retention of Title

4.1. We shall reserve the right to ownership of the goods until the purchase price has been paid in full.
4.2. The customer is obliged to handle the goods with care for the duration of the retention of title. If maintenance and/or inspection work is required, the customer must carry this out regularly at his own expense. The customer must immediately inform us in writing any time third parties seize the goods, especially in case of enforcement measures as well as any damage or destruction of the goods. The customer must immediately show us a change in ownership of the goods as well as any change of his address. The customer must reimburse us for all damages and costs arising from a violation of these obligations and from necessary intervention measures to prevent access to the goods by third parties.
4.3. We are entitled to withdraw from the contract and to demand a return of the goods if the customer’s behaviour is contrary to the contract, especially in case of default of payment. We are further entitled to withdraw from the contract in case of violation of an obligation as set out in point 4.2 above, and to demand a return of the goods if we cannot reasonably be expected to adhere to the contract.
4.4. The customer is entitled to resell the goods in the ordinary course of business. He hereby assigns to us all claims equivalent to the invoice amount which accrue to himself against third parties through further sale and undertakes to make a corresponding entry in his books or invoices. We accept the assignment. After the assignment, the customer is authorised to collect the claim. We reserve the right to collect the claim ourselves should the customer fail to meet his financial obligations in due form and be in default of payment.
4.5. The handling and processing of the goods by the customer always takes place in our name and on our behalf. If the goods are processed, we shall acquire co-ownership of the new object in a percentage equal to the value of the good supplied by us. The same applies if the goods are processed or combined with other items which are not our property.
4.6. We are always entitled to enter the customer’s business premises to assess our reserved goods and to label these.

5. Withdrawal from the contract

5.1. The customer may withdraw from the contract, unless agreed otherwise, in case of a delay in supply which is demonstrably attributed to gross negligence on our part as well as the unsuccessful expiry of a set reasonable grace period of at least 14 calendar days. The withdrawal from the contract shall be communicated by registered letter.
5.2. Regardless of our other rights, we are entitled to withdraw from the contract with the customer if a) the execution of the delivery or the start or continuation of the service is not possible or is further delayed despite setting a reasonable grace period for reasons which are attributable to the customer, b) concerns around the customer’s solvency have arisen and he, upon our demand, neither makes an advance payment nor provides adequate security before the delivery, or c) the extension of the delivery period due to the circumstances listed in point 6.4. below amounts to more than half of the originally agreed delivery period overall, but is of at least 6 months.
5.3. For the above reasons, our withdrawal can also be declared with regards to an outstanding part of the delivery or service.
5.4. If an application for insolvency is made or insolvency proceedings are opened in relation to the customer’s assets, or a request for the initiation of insolvency proceedings for a lack of sufficient assets is rejected, we are entitled to withdraw from the contract without setting a grace period. If this withdrawal exercised, it takes effect with the decision that the company is not a going concern. If the company is a going concern, a withdrawal takes effect 6 months after the initiation of the insolvency proceedings or after a rejection of the request for initiation for a lack of assets. In any event, in case of withdrawal, the contract termination takes place with immediate effect, provided that the insolvency law to which the customer is subject does not conflict with it or if the contract termination is imperative for the prevention of serious economic disadvantages on our part.
5.5. Regardless of our claims for damages including pre-litigation costs, services or partial services which have already been provided must be billed and paid as per agreement in case of withdrawal. This also applies if the delivery or service has not been accepted by the customer yet as well as for preparatory measures carried out by us. We also have the right to request the return of already delivered items.
5.6. Any other consequences of the withdrawal are excluded.
5.7. The assertion of claims for a reduction of the true value by half, for error and frustration of the contract by the customer is excluded.

6. Delivery

6.1. In our order confirmation, we provide the expected week of delivery without obligation. After the expiry of the expected week of delivery, we shall be in default of delivery as soon as we demonstrably receive the written notice by the customer granting a reasonable grace period of at least 14 calendar days. The adherence to our delivery obligation requires the clarification of all technical and commercial questions, as well as the timely and proper fulfilment of the customer’s obligations. We reserve the right to object to the non-performance, incomplete performance and/or improper performance of the contract.
6.2. We deliver ex works (EXW), unless otherwise agreed in writing, according to Incoterms 2010 of the plant or warehouse commissioned by us with the delivery.
6.3. We are entitled to carry out and invoice partial or advance deliveries. Complaints relating to partial deliveries do not entitle the customer to reject the remaining deliveries.
6.4. If circumstances occur which are unforeseeable or beyond the parties’ control, such as all cases of force majeure, which prevent the adherence to the agreed delivery period, this is extended for the duration of these circumstances; in particular, these include armed conflicts, official interventions and bans, transport and customs delays, transport damage, energy and raw materials shortages, labour disputes and loss of a major supplier which is difficult to replace. These above-mentioned circumstances then entitle us also to an extension of the delivery period if they affect suppliers.
6.5. If the customer is in default of acceptance, we have the right to withdraw from the contract after setting an appropriate grace period and to resell the goods after the withdrawal has taken place. In any event, our further claims remain unaffected.

7. Transfer of risk

Upon handover to the forwarding agent or carrier, but at the latest when leaving our warehouse or plant or when the customer is in default of acceptance, the risk is transferred to the customer, even if we must deliver to another location with our own or an external means of transport in accordance with the agreement.

8. Warranty

8.1. In accordance with the following provisions, and subject to the compliance with the agreed payment conditions, we are exclusively obliged to correct any defect restricting the functionality and demonstrably existing at the time of the transfer of risk, and which is based on a construction, material or design error. A defect concerning the material and/or the design is then exclusively present insofar as the delivered goods deviate from the specifications according to the relevant technical data sheet. The respectively relevant technical data sheet can be found, printed and saved via the order number shown in our product catalogue on our website. All the ancillary costs incurred by correcting the defects (e.g. for transport, disposal, travel and travel time) shall be borne by the customer unless otherwise agreed in writing.
8.2. The customer’s right of recourse according to sec. 933b of the Austrian Civil Code (ABGB) is excluded.
8.3. We shall first provide warranty in the form of improvement or exchange for defects of goods at our own discretion.
8.4. If an improvement or exchange is not possible or feasible, the customer can normally request at his own discretion a price reduction or, if this is not only a minor defect, a cancellation of the contract.
8.5. The customer must immediately inspect the delivered goods for defects and tell us in writing within 1 week of receipt of the goods; any warranty for defects claims are otherwise excluded. We must be notified of hidden defects in writing within 1 week of discovery; any warranty for defects claims are also otherwise excluded. A timely dispatch is sufficient to adhere to the deadline.
8.6. The customer carries the full burden of proof for all claim prerequisites, especially for the defect itself, for the time of discovery of the defect and for the timely report of the defect.
8.7. The warranty period is one year from the transfer of risk. An improvement and/or an exchange do not extend or interrupt the warranty period. A separate liability for defects concerning new parts used in the improvement or exchange, for whatever legal reason, is excluded.
8.8. We provide no guarantees to our customers in the legal sense. Any manufacturers’ guarantees given by us remain unaffected by this.
8.9. Any errors which have arisen from an arrangement and/or assembly which was not performed by us, insufficient installation, non-compliance with assembly requirements, conditions of care and/or use, excessive use of parts beyond the values indicated by us, negligent and/or incorrect treatment or use of unsuitable operating materials are excluded from the warranty. We also assume no liability for damage which can be attributed to actions by third parties, to atmospheric discharges and/or to chemical influences. The warranty does not refer to the replacement of parts which are subject to natural wear.
8.10. The warranty expires immediately if the customer himself or a third party not expressly authorised by us carries out changes, repairs or maintenance work on the delivered items without our written consent.
8.11. Our liability for defects is conclusively regulated in this point 8. Any further liability for defects on our part, for whatever legal reason, is excluded.

9. Liability and Limitations of Liability

9.1. Outside the area of application of the Austrian Product Liability Act or similar foreign provisions, our liability is limited to wilful intent or gross negligence. Liability for minor negligence, the replacement of consequential damages, purely financial losses as well as lost profit, of damages from loss of use, process costs, savings not achieved, loss of interest and of damages from third-party claims against the customer is excluded. In any case, our fault must be proven by the customer.
9.2. The above-mentioned limitations of liability do not apply to physical injury and health damage attributable to us or to the loss of life of the customer.
9.3. We shall only assume liability for our own contents on our website. Provided that we allow access to other websites with links, we are not responsible for the external contents they contain. We do not regard the external contents as our own. If we become aware of illegal content on external websites, we shall immediately block access to these sites.
9.4. Should the customer himself be held liable based on the Austrian Product Liability Act or similar foreign provisions, he shall expressly waive the right to recourse against us, especially in accordance with sec. 12 of the Austrian Product Liability Act or similar foreign provisions.
9.5. If the customer places goods supplied by us on the market outside the European Economic Area, he undertakes to exclude the liability for damages towards his buyer according to the Product Liability Act, provided that this is possible in accordance with the applicable and agreed law between him and the buyer. In this case or in case of failure of this mandatory exclusion, the customer is obliged to hold us harmless with regard to third-party claims based on product liability.
9.6. We are not obliged to review the accuracy, validity and compatibility with the commissioned services of the provided documents (plans, drawings, sample calculations, technical descriptions, official authorisations, etc.) and/or materials or given instructions. The customer guarantees their accuracy, validity and compatibility. Furthermore, we are not obliged to carry out special checks or measurements (preliminary work by third parties, existing buildings, etc.). We have no obligation to inspect, warn or inform regarding circumstances or conditions of a technical or true nature which are outside our agreed scope of service or delivery. We assume no liability for negative consequences resulting from the evident or hidden unsuitability of the documents, data, materials and/or incorrect instructions provided by the customer.
9.7. All existing liability on the merits claims against us are limited to the amount equal to the net value of the individual supplied item or service, at most justifying a liability claim.
9.8. Liability claims against us expire 12 months after the delivery of the goods or the performance of our service, in case of tortious liability from the time of knowledge or grossly negligent ignorance of the circumstances justifying the claim and the person liable to pay damages.
9.9. Provided that our liability is excluded or limited, this also applies to any personal liability of our bodies, employees, freelancers, representatives and vicarious agents.
9.10. Unless otherwise agreed in these GTCSD, our liability is conclusively regulated in this point 9. Any further liability on our part, for whatever legal reason, is excluded.

10. Final provisions

10.1. The place of performance for our contractual obligations is the site of the plant or warehouse commissioned by us with the delivery at the location we send the goods from. The place of performance for all the obligations of the customer is Magetsham 19, A-4923 Lohnsburg.
10.2. Plans, sketches or other technical documents always remain our intellectual property along with samples, catalogues, brochures, illustrations and similar; in this respect, the customer does not obtain or acquire rights of any kind, such as rights of use or exploitation.
10.3. Should a contractual provision be or become entirely or partially ineffective, the permissible provision which is the closest to the economic purpose of this provision is deemed to be agreed. This also applies if the invalidity of a provision is based on an extent of the service or time standardised in the contract; in these cases, a legally permissible extent of the service or time which is closest to the one intended comes into effect instead of the one agreed. The validity of the remaining contract remains unaffected by this. The same shall apply in the event of a gap in the provisions which needs to be supplemented.
10.4. The agreed non-exclusive place of jurisdiction for all disputes directly or indirectly resulting herefrom shall be the Austrian court having factual and local jurisdiction for A-4923 Lohnsburg.
10.5. The contract is subject to Austrian law only, excluding the UN Sales Law and the conflict-of-law rules of private international law.

tilo GmbH, A-4923 Lohnsburg/Kobernaußerwald