General Terms & Conditions

Terms and Conditions of Sale and Delivery (valid from January 2012)


The Terms and Conditions set forth below shall govern all offers, deliveries and performances by our company with respect to existing and future business relations. The valid price lists as applicable shall also constitute part thereof. Deviating clauses in the general terms and conditions or other provisions of the contracting party shall only be effective if expressly agreed in writing.
Conclusion of Contract
Our price lists, advertisements and offers are subject to confirmation. Our written offers stay valid for 4 weeks. The contract is deemed concluded only after we have supplied written acknowledgement of orders received. Subsidiary agreements, amendments to the contract and verbal agreements resulting in an obligation on our part shall not become valid until confirmed in writing. Upon receipt of the goods, the buyer examines the goods and confirms delivery as inspected. As soon as the contract has been concluded, the Purchaser undertakes, when reselling PANI goods, to draw attention to product-specific risks and to warn against any improper use of the goods that conflicts with their intended purpose or contravenes safety provisions.
Prices
Prices are quoted in EURO and are net of value added tax (VAT). If there is a legal obligation for VAT to be paid over to the tax authorities, such shall be separately itemized in the invoice. Prices are quoted ex works. Given the absence of agreements to the contrary, the costs of freight, carriage, insurance and shipping, fiscal charges and any new taxes arising shall be borne by the Purchaser. If no prices are specified in orders, the customary and fair price on the day of delivery shall prevail.
Terms of Payment
Unless alternative payment conditions have been arranged, all invoices shall become due for payment, without discount, within 30 days of the invoice date. However, should we not know the customer or should the credit reference not be sufficient, we are entitled to insist on prepayment. Failure to settle promptly, regardless of who is at fault, shall entitle us to charge interest on arrears at a rate of 10% p.a. We will charge EUR 10,00 for every reminder written. The Purchaser undertakes to repay all costs arising from legal action to recover overdue accounts, in particular for the intervention of a commercial collection agency in accordance with Federal Law Gazette no. 141/1996 governing the maximum compensation due to collection agencies. We are entitled to reject cheques and/or drafts. Bank charges of any kind shall be borne by the Purchaser. Should there be older debts, payments will be used to balance these debts first, despite any other instructions by the Purchaser. Already arosen reminder charges and/or interest entitle us to use any payment to balance these costs first. No amounts may be set off against the debt outstanding. Such counterclaims shall only be permissible if expressly acknowledged by us or legally enforced.
We only accept payments made by bank transfer or in cash.

Cancelation

For orders received for "advertising sites" the cancellation is not possible, booked places and periods result in "non availability" of these for the time of the bookings and thus all other inquiries are rejected.


Delivery, Period of Delivery
Delivery times mentioned in our offers are approximate and without obligation. Partial consignments are admissible. In the event of default of delivery, the Purchaser shall only be entitled to withdraw from the contract once an extension period commensurate with the scope of the consignment at hand has also elapsed.
Execution
Variances on material, colour, dimensions, technical design and similar characteristics shall be permissible provided that the use of the delivery item does not thus become unreasonably restricted for the Purchaser.
Place of Performance, Transfer of Risk
Vienna is agreed as the place of performance for both parties to the contract. The risk shall pass to the Purchaser as soon as the goods purchased have been handed over to the carrying agent or freight forwarder, yet no later than when said goods have left our plant or storage facilities. This shall also apply if we perform delivery. In the event of damage during transit, it is the responsibility of the Purchaser to ensure that the facts are reported to an appropriate authority without delay,
otherwise claims with respect to the forwarders or insurance companies may have to be forfeited. Moreover, the Incoterms as valid on the conclusion date of the contract shall also apply.
Retention of Title
The goods delivered by us shall remain our property until they have been paid for in full. This shall also apply to the supply of
goods in return for a cheque, until such has been cleared. The Purchaser shall store goods for which settlement is still outstanding in an orderly fashion and insure them to the usual degree and extent. The Purchaser shall inform us without delay if third parties lay claim to such conditional goods or other circumstances arise which have an impact on the enforcement of our retention of title. The Purchaser shall not be entitled to resell such goods under retention of title without our consent. Until the purchase price has been paid in full, the Purchaser shall cede to us all receivables arising from resale to a third party and inform the third party of such assignment. Furthermore, the Purchaser shall undertake to identify the assigned claim as such in his books and to collect the purchase price on our behalf and deposit it separately.
Warranty
The goods delivered by us are to be examined for defects without delay upon arrival at their destination. Delivery and/or performance shall be deemed accepted unless complaints with respect to obvious defects, such discovered upon closer examination, quantity discrepancies or faulty consignments are filed in writing by registered letter giving full details within three days of arrival of the goods. In the event of substantiated claims with regard to faulty materials or manufacture within the warranty period of six months, we shall at our own discretion be entitled to rectify such faults, replace the goods partially or in full, or grant a price reduction. The Purchaser does not have the right to demand replacement or a price reduction. No compensation shall be made for repair work carried out by the Purchaser or third parties, even if such would otherwise have been covered by warranty. The warranty shall not extend to cover damage attributable to improper handling, assembly or use by the Purchaser or third parties that conflicts with the intended purpose, nor to overloading, overvoltage or chemical influences, and the like.
Compensation
Outside the scope of the Product Liability Act, we shall only be liable for damage arising, in particular resulting from termination of contract, default or failure to deliver, in the event of proven gross negligence or intent. Liability for consequential damage caused by a defect, loss of profit or shortfalls in production shall be excluded. We shall also not be held liable for any delays on the part of our own suppliers. Within the scope of the Product Liability Act, we shall not be liable for damage to goods that the contracting party predominantly uses in his company. Liability as per the Product Liability Act is excluded in the case of improper handling, defective assembly, use that conflicts with the intended purpose or contravention of safety provisions by the Purchaser or third parties.

Should the Purchase terminate the contract for any reason, following compensation – in any case, not less than EUR 150,00 - will be due immediately:
in the case of a termination of contract within 3 working days starting with the day following the day when the order was placed: 10% of the total order
in the case of a termination of contract within 10 working days starting with the day following the day when the order was placed: 30% of the total order
in the case of a termination of contract within 15 working days starting with the day following the day when the order was placed: 50% of the total order
in the case of a termination after 15 working days starting with the day following the day when the order was placed: 100% of the total order
Applicable Law and Jurisdiction
All disputes arising from this contract shall be exclusively governed by and construed in accordance with the laws of Austria. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded by common consent. The competent court in Vienna’s first district shall be the venue for all disputes arising from contracts concluded. However, we also reserve the right to sue at the seat of the Purchaser or at any other seat of our choice (i.e. for Italy the seat will be Bozen) or at the place of payment, in the event of rights of recourse pertaining to cheque law.

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PANI Projection and Lighting Vertriebs GmbH; Perfektastrasse 89; 1230 Vienna; phone: +43 1 521 080
© 2014 Pani Projection And Lighting Vertriebs GmbH