TERMS & CONDITIONS

I. General

1. Our deliveries, services and offers are made exclusively on the basis of our general terms and conditions; this also applies to all future business relationships, unless expressly agreed otherwise. The conditions are deemed to have been accepted by the purchaser at the latest upon receipt of the delivery item/services. Deviating provisions or counter-confirmations from the purchaser with reference to his terms and conditions of business or purchasing are hereby rejected and these will only become part of the contract if they have been expressly agreed in writing.
2. Changes to our terms and conditions are only effective if we confirm them in writing.​
3. All agreements, including any additional agreements, promises, advice or other declarations made by our employees/representatives/vicarious agents, are only legally binding if they are confirmed by us in writing. We can only waive compliance with the written form in writing. The written requirement is also met if documents are sent to the other contracting party by fax. The authentic contractual language and the language to be used for questions of interpretation is German.​
4. AQUAFIDES GmbH can generally assume that the customer’s employees are entitled to place orders on behalf of the customer, to make legal declarations on behalf of the customer, to deliver or collect goods for processing.​
5. The application of Sections 9 and 10 of the E-Commerce Act (ECG) is excluded.
6. A contract challenge due to errors is excluded.
7. AQUAFIDES GmbH concludes contracts exclusively with other entrepreneurs or local authorities (B2B business).​

II. Offer

1. AQUAFIDES GmbH is bound to an offer for three months, unless a different binding period has been expressly agreed
2. Cost estimates, offers, drawings and other attached documents and the associated concept of AQUAFIDES GmbH systems and process technologies are the intellectual property of AQUAFIDES GmbH and its suppliers and are subject to statutory copyright law. They may not be handed over or made known to third parties in whole or in part without our express written consent. The applicable legal provisions apply. As a precaution, we would also like to point out that parts of our systems are protected by domestic and foreign patents. The customer is obliged to take appropriate measures to prevent unauthorized third parties from accessing this data. In the event of a breach of this obligation, the purchaser is liable to AQUAFIDES GmbH for any resulting damage.

III. Conclusion of contract

1. The order is only considered accepted when it is confirmed in writing by AQUAFIDES GmbH.​
2. The advice provided by our employees in the office and in the field is provided to the best of our knowledge and in accordance with the generally recognized state of the art. It is based on normal operating conditions. If the operating conditions, e.g. water conditions, change between our offer and delivery, the purchaser is obliged to inform us immediately in writing.​
3. In the case of contracts concluded electronically: The content of the contract is only stored by AQUAFIDES GmbH for internal purposes. It is not possible to make the contract content available to the customer again after the contract has been concluded. The customer must save or keep the contract text himself.

IV. Scope of delivery

1. The scope of delivery shall be determined by our order confirmation in writing.
2. Additions, changes, etc. to the order require written confirmation by AQUAFIDES GmbH.

V. Delivery times

1. The delivery period, which is regulated in the order confirmation, begins on the day on which our order confirmation is sent, but not before all technical and commercial details have been fully clarified.​
2. The delivery deadline is deemed to have been met if the delivery item has left our factory or the customer has been informed that it is ready for dispatch.​
3. Compliance with the delivery deadline requires the purchaser to fulfill his contractual obligations.​
4. The delivery period is extended appropriately in the event of measures in the context of labor disputes, in particular strikes and lockouts, as well as in the event of unforeseen obstacles such as mobilization, war, riots, etc., even if they occur during a delay in delivery. This also applies if these circumstances occur with our suppliers. A reasonable extension of the deadline also occurs if official or other information from the purchaser required to carry out the delivery is not received on time. The same applies if the order is subsequently changed.​
5. The purchaser must immediately request shipment of goods reported as ready for shipment; otherwise, we are
   entitled to store the goods at the purchaser’s expense and risk. The risk of accidental loss or accidental deterioration then passes to the purchaser at the time when readiness for shipment was reported to him.
6. AQUAFIDES GmbH is entitled to dispose of the delivery item elsewhere after a reasonable deadline has been set and has passed without result and to deliver to the customer within a suitably extended deadline. This has no influence on the fulfillment and due date of the customer’s agreed payment obligations.​
7. In the event of a delay or delay in delivery, the purchaser is entitled to withdraw from the contract with regard to the part that has not yet been fulfilled after the expiry of the delivery period extended in accordance with Sections 4 and 6 or after the agreed delivery period has been exceeded after setting a reasonable grace period.

VI. Prices/Payments

1. The prices, plus statutory sales tax, apply ex works, excluding packaging, insurance and loading, unless other agreements have been made.​
2. If necessary at our discretion, the goods will be packaged in a customary manner and at the purchaser’s expense.​
3. Unless otherwise agreed in writing, our invoices are due immediately and payable without deductions to the paying agent of AQUAFIDES GmbH.​
4. AQUAFIDES GmbH can demand appropriate partial payments by issuing partial invoices for completed parts of the work to be produced or for materials and components purchased or delivered specifically.​
5. The acceptance of bills of exchange requires a special agreement; in any case, interest and discounting costs must be borne by the purchaser. The invoices will only be paid once they have been finally credited.​
6. If the payment deadline is exceeded, if acceptance is delayed or if the deadline is missed, interest on arrears in accordance with Section 456 UGB is deemed to have been agreed. In the event of default, the customer is obliged to reimburse, in addition to the default interest, all judicial and extrajudicial collection costs, in particular in accordance with Section 1333 of the Austrian Civil Code (ABGB). Regardless of the customer’s dedication, incoming payments are credited first against costs, then against interest that has already accrued and finally against the open capital, namely first against the oldest due date.​
7. The customer is not entitled to any offsetting or retention rights, unless his counterclaims have been determined in writing by AQUAFIDES GmbH to be undisputed and recognized or have been legally established by a court.​
8. The purchaser is not entitled to withhold payments due to alleged warranty or other claims, including in the form of liability or coverage reserves.​
9. In the event that AQUAFIDES GmbH still has outstanding claims against the customer from past contractual relationships, AQUAFIDES GmbH is entitled to repay incoming payments in accordance with the provisions of § 1416 ABGB, even if they are intended otherwise
10. Any cash discounts or other discounts granted will only be granted on the condition that older outstanding claims have already been paid in full

VII. Transfer of risk and acceptance of delivery

1. The risk passes to the purchaser upon dispatch from the factory, even if freight-free delivery has been agreed. If shipping is delayed due to circumstances for which the purchaser is responsible, the risk passes to the purchaser from the day it is ready for dispatch.​
2. The route and type of transport are determined by AQUAFIDES GmbH.
3. Delivered goods, even if they have insignificant defects, are to be accepted by the purchaser without prejudice to the rights under paragraph IX. to receive. The purchaser must retrieve and accept the goods(s) within 14 days of receipt of notification of readiness for dispatch.​
4. If a defect-free work is not accepted by the customer on time, AQUAFIDES GmbH can commission a court-certified expert to determine whether it was manufactured in accordance with the contract at the customer’s expense. The customer is obliged to allow the work to be examined by the expert. If the customer refuses to carry out the inspection, the contractual production is deemed to have taken place. In the event of production in accordance with the contract, the purchaser must bear the costs of the expert.

VIII. Retention of title

1. Delivered goods and spare parts remain the sole property of AQUAFIDES GmbH until all of the purchaser’s financial obligations (purchase price, wages, reminder fees, etc.) have been settled. AQUAFIDES GmbH is entitled to indicate this retention of title at the purchaser’s expense. The removal of such a mark is not permitted and this will cause the entire outstanding claim to become due.
2. The purchaser may neither pledge the delivery item nor assign it as security. He must inform us immediately of any pledges, confiscations or other dispositions by third parties so that we can assert our right to excise. If the customer does not comply with this obligation, he is liable for any damage caused to AQUAFIDES GmbH.​
3. The purchaser hereby assigns to us all claims that arise from the resale against other buyers or against third parties, regardless of whether the goods are resold without or after processing. He undertakes to note the assignment in his books.​
4. The purchaser is prohibited from making agreements with his customer that could exclude or affect our rights in any way. The customer remains authorized to collect the claims assigned to us even after the assignment. However, our authority to collect the claims ourselves remains unaffected as long as the purchaser does not fulfill his payment obligations in accordance with the order. AQUAFIDES GmbH can demand that the customer inform us of the assigned claim and its debtor, provide all information required for collection, hand over the associated documents and inform the debtor of the assignment.​
5. If the goods delivered under reservation are resold with other goods that did not belong to us, the customer’s claim against his buyer is deemed to have been assigned in the amount of the delivery price agreed between us and the customer (including sales tax, interest and operational costs).
6. If the value of the securities provided to AQUAFIDES GmbH exceeds the amount of the claims of AQUAFIDES GmbH, AQUAFIDES GmbH can release the security at its own discretion at the request of the customer.​
7. During the period of retention of title, the purchaser must treat the goods with care and carry out or have any necessary maintenance and inspection work carried out professionally at his own expense.​
8. Furthermore, the purchaser must ensure, at his own expense, that the items subject to retention of title are adequately insured against all conceivable risks and must transfer the insurance policy in favor of AQUAFIDES GmbH.

IX. Liability and defects

1. AQUAFIDES GmbH guarantees for a period of one year after the time of delivery/service provision that the delivery item/services are free from manufacturing and material defects or are professionally executed and that the properties guaranteed in writing are given. The customer must inspect the goods/service immediately after acceptance (§§ 377, 378 UGB) and notify us in writing of any defects immediately, but at the latest within one week after delivery/service provision. This will otherwise void all warranty or other claims. Detectable defects and transport damage must be documented immediately upon delivery and reported in writing to the contracted transport company and AQUAFIDES GmbH. Any complaints about defects must always be made in writing and specified. If the obligation to notify defects is omitted, claims for warranty, compensation for damages due to the defect and errors as to whether there are no defects can no longer be asserted. Warranty claims must be asserted in court within 12 months of delivery. The customer is obliged to provide proof of the existence of the defect at the time of handover; the rule of presumption according to § 924 ABGB is excluded. Excluded from the warranty are damages and defects for which we are not responsible, in particular due to improper storage, assembly, operation or maintenance, unauthorized changes to the delivery item, other customer-related disruptions or force majeure and wear and tear. The use or installation of components/spare parts that are not original or not approved by AQUAFIDES GmbH as well as the maintenance of systems/system parts by companies not authorized by AQUAFIDES GmbH excludes any warranty and all other claims, unless The customer proves that the defect was not caused by this. If the customer is a consumer within the meaning of Section 1KSchG, the statutory provisions apply to liability for defects.​
2. For UV lamps, our special general warranty conditions for AQUAFIDES GmbH UV lamps apply, deviating from these general terms and conditions.​
3. Warranty claims will be fulfilled free of charge at our discretion by remedying defects or providing replacement delivery or service. If the repair or delivery or replacement service fails after the customer has set a reasonable deadline, the customer can, at his discretion, request a price reduction or cancellation of the contract. AQUAFIDES GmbH is only liable for the violation of essential contractual obligations. Compensation for consequential damage and loss of profit is in any case excluded. We assume no liability for damages incurred by the customer unless these are due to intentional or grossly negligent behavior for which we are responsible. The purchaser waives the right to challenge a concluded legal transaction for whatever legal reasons.​
4. Minor technical changes as well as minor deviations from drawings, catalogues, price lists, illustrations, circulars, brochures etc. that do not impair the intended usability of the goods do not give rise to complaints
5. Application instructions provided, in particular maintenance instructions and operating instructions from AQUAFIDES GmbH, must always be observed and, in case of doubt, the purchaser must obtain the opinion of AQUAFIDES GmbH. AQUAFIDES GmbH is not liable for defects and damages resulting from non-observance of these instructions or failure to obtain the opinion; nor for unauthorized changes to the purchased item.​

X. Product liability

1. The right of recourse according to § 12 PHG is hereby expressly excluded. If a third party makes a claim against the purchaser due to the PHG, he will not have any recourse claims against AQUAFIDES GmbH.​
2. The purchaser is obliged to fully inform those persons to whom he enables the use or operation of the contractual item or to whom he resells it about all operating instructions, safety regulations and warnings and to pass this obligation on to his customers.​
3. If the purchaser fulfills his obligations under point X.2. If he does not comply, he undertakes to indemnify and hold AQUAFIDES GmbH harmless.

XI. Right of Withdrawal
(Impossibility, Contractual Adjustment)

1. If unforeseen events occur in the sense of point. V. that significantly change the economic significance or content of the delivery or service or have a significant impact on our operations, the content of the contract must be adjusted appropriately.​
2. If the purchaser’s financial situation is imminent (e.g. application for bankruptcy, initiation of settlement proceedings, insolvency, late payment), we can also withdraw from the contract with immediate effect.

XII. Insolvency or bankruptcy of the buyer

1. In the event that insolvency proceedings are opened over the assets of the customer, AQUAFIDES GmbH is entitled, regardless of the agreements otherwise made (e.g. order confirmation, payment terms), to make the provision of the services dependent on advance payment or security of the agreed fee, at our discretion .​
2. Any required security must be provided in the form of cash or an abstract bank guarantee. A required advance payment or security must be made within 8 days, otherwise the purchaser will be in default and AQUAFIDES GmbH will be entitled to withdraw from the contract without setting a further grace period. The customer bears the costs of advance payment or security.

XIII. Order cancellation

If the customer declares his withdrawal from the contract for a reason that does not entitle him to withdraw from the contract under the law, AQUAFIDES GmbH is entitled, at our discretion, either to insist on fulfillment or to demand a cancellation fee of 25% of the agreed price. AQUAFIDES GmbH reserves the right to assert any additional damages.

XIV. Data protection and confidentiality

1. The customer gives his express consent that his personal data will be stored and processed automatically by AQUAFIDES GmbH in fulfillment of the contractual obligations.​
2. AQUAFIDES GmbH undertakes and its employees to comply with the provisions of Section 6 of the Data Protection Act. Both parties to the contract undertake to maintain secrecy from third parties about the content of the contractual agreement and all internal information and data of the other contractual partner that they become aware of in the course of the collaboration. This also applies indefinitely for the period after the contractual relationship has ended.​
3. Any publication of work results by one of the contractual partners, which goes beyond the mere fact of placing the order and its elementary components (company name and address, etc.), requires the demonstrable express consent of the other contractual partner.​
4. In addition, the regulations of the data protection notice published by AQUAFIDES GmbH at www.aquafides.at apply.

XVI. Authentic contract language

The authentic contract language is exclusively German. In the case of interpretation, only this version in German should be used. Any translations of these General Terms and Conditions into other languages are not valid, even if they are signed by the contracting parties.