General Conditions of Sale of “SY-LAB” Geräte, Zubehör und Systeme für Laboratorien Gesellschaft m.b.H. and SY-LAB Vertriebsgesellschaft m.b.H. hereinafter referred to as SY-LAB
1.1 These General Conditions of Sale (GCS) shall exclusively govern the sale of products and the provision of services by SY-LAB including all contractual declarations related thereto, such as offers, acceptance of offers or order confirmations, unless otherwise explicitly agreed in writing by the parties to this contract.
1.2 General terms and conditions of customers or provisions altering the contract are expressly denied by SY-LAB.
1.3 The GCS shall form the basis of any and all business transactions including future transactions between SY-LAB and its customers and shall also be valid for future business transactions even if not specifically referred to.
1.4 The GCS shall not apply to transactions involving consumers within the meaning of the Austrian Consumer Protection Act.
2. Conclusion of Contract
2.1. In the absence of an explicit deviating confirmation, offers made by SY-LAB shall be non-binding .
2.2 SY-LAB may accept customer orders by issuing an order confirmation, as well as, without prior confirmation, by fulfilling the order placed. Upon issuance of order confirmations by SY-LAB the contents thereof shall become part of the contract, unless the customer objects to the contents of the order confirmation due to deviation from the placed order in writing, by fax or e-mail within one week after receipt of the order confirmation.
3.1 All prices indicated by SY-LAB are exclusive of VAT, freight and insurance costs, customs duties or any other charges.
3.2 SY-LAB reserves the right to raise the price after timely notification of the customer and prior to delivering the product or rendering the service in such a way as may become necessary due to general price developments beyond SY-LAB’s control, such as exchange rate fluctuations, currency regulations, changes in customs duties, significant increases in material, staff and production costs or due to changes of suppliers.
4. Terms of Payment
4.1 SY-LAB shall be entitled to request pre-payment or an adequate pre-payment of the purchase price from the customer.
4.2 All invoices of SY-LAB shall be payable strictly net within 30 days from the date of invoice.
4.3 In case of default in payment, default interest rates pursuant to § 352 Unternehmensgesetzbuch (UGB; Business Enterprise Code), however, at least in the amount of 12% p.a. shall be deemed agreed.
5. Delivery and Transfer of Risk
5.1 The place of fulfilment for deliveries and services of SY-LAB shall be the premises of SY-LAB. For want of an explicit deviating written agreement, the sale of products shall be effected “ex works SY-LAB premises”. To the exclusion of any liability, SY-LAB shall be entitled to freely choose the dispatch route and the means of transport (delivery at the customer’s cost and risk and uninsured).
5.2 Delivery periods shall only be valid upon SY-LAB’s express confirmation in writing, by telefax or e-mail. Delivery periods shall start on the day of the issuance of an order confirmation at the earliest. Delivery periods shall be valid subject to the correct and timely fulfilment by pre-suppliers of SY-LAB. At any rate, the precondition for adherence to delivery dates shall be the timely receipt of all documents to be supplied by the customer, any permits required, releases as well as observance of agreed terms of payment and other obligations to be met by the customer. If these preconditions are not fulfilled in a timely manner, the delivery dates shall be deemed appropriately extended. The notification that the goods are ready for dispatch shall be relevant for the observance of delivery dates. Should the customer fall behind with the collection of the product despite the notice of readiness for dispatch by SY-LAB, the customer shall be in defaulted receipt and the risk of damage or loss of the product shall be transferred to the customer.
5.3 In case of force majeure or other unforeseeable events, such as natural disasters, thunderstorms, war, acts of terror, labour disputes, disruption of operations resulting from lack of goods or energy or fire or similar causes that are beyond the sphere of influence of SY-LAB, default in delivery shall not apply. Such events shall entitle SY-LAB to extend the delivery time for the duration of the obstruction including an adequate start-up period after having restored normal production conditions. This shall also apply if suppliers of SY-LAB are affected by such events.
5.4 SY-LAB reserves the right to carry out partial deliveries.
5.5 The risk of damage or incidental destruction of the product shall devolve upon the customer upon acceptance by the forwarding agent at the latest. The customer shall bear the risk of loss and damage of the goods from the moment of loading. This shall also apply if employees of SY-LAB participate in the loading process. The transport costs shall be borne by the customer. SY-LAB shall take out an adequate transport insurance only if separately ordered to do so by and for the account of the customer in writing, by telefax or e-mail.
6. Warranty and liability
6.1 Any statements in brochures, advertising material, product descriptions made by manufacturers other than SY-LAB or any other statements of third parties on specific or generally stipulated characteristics of products shall be irrelevant when assessing whether the condition of the goods is in accordance with the contract.
6.2 The customer shall be obliged to inspect the goods immediately after receipt. Unless the customer provides notice of misdeliveries, missing quantities or other defects within fourteen days after receipt of the product or, in case of concealed defects, within fourteen days after the opportunity to detect the defect, the product shall be deemed delivered in accordance with the contract, and any claims of the customer arising from misdelivery, missing quantity or a defect of the product shall be excluded. The unobjected acceptance of the product by freight carriers or forwarding agents at SY-LAB’s premises shall be deemed proof of the proper packaging of the product and shall exclude claims towards SY-LAB in case of damage or loss occurred during transport.
6.3 For the fulfilment of the contract by SY-LAB the dimensions, weights and quantities determined at SY-LAB shall be applicable.
6.4 The warranty period shall be one year from the day of the transfer of risk. The burden of proof for defects of the product at the time of the transfer of risk shall rest with the customer for the entire duration of the warranty period.
6.5 Upon timely notice of defects acknowledged as justified by SY-LAB, SY-LAB may choose to meet warranty claims of the customer through remediation of the defect or price reduction or, in case of not only minor, but non-recoverable defects, to rescind the contract (cancellation).
6.6 The customer shall no longer be entitled to warranty claims if the defective product has been modified or manipulated by third parties or the customer himself. This shall not apply to urgently necessary repair works in case of imminent danger.
6.7 The customer shall grant SY-LAB appropriate time und opportunity to make the necessary remediations within the scope of the seller’s warranties as well as to deliver spare products or spare parts. Should the customer fail to do so, he shall lose the right to all claims arising from possible deficiencies of products.
6.8 Insofar as SY-LAB retails products of third parties as re-seller, SY-LAB, for the fulfilment of warranty claims of the customer, shall be entitled to cede the claims appertaining to SY-LAB to the retailer of the goods due to their deficiency instead of compliance
6.9 SY-LAB shall be liable for and shall warrant solely those characteristics of the goods sold by SY-LAB that are generally assumed or expressly agreed by SY-LAB, but not, in absence of an explicit written agreement, for their suitability for specific purposes of the customer.
6.10 Liability of SY-LAB for any material and financial damage shall be excluded, unless SY-LAB has caused the damage by wilful intent or due to gross negligence.
7. Reservation of title
7.1 Sold products shall remain in the possession of SY-LAB until they have been paid in full by the customer.
7.2 SY-LAB shall be entitled to reclaim the product and sell it on to third parties or otherwise dispose of it as long as the purchase price has not been paid in full.
7.3 As long as the product has not been paid in full, the customer shall hold the product in trust for SY-LAB and keep it separately from his property and the property of third parties. The customer shall duly store the product, secure and insure it at his own expense and label it as a property of SY-LAB.
7.4 Until full payment of the goods has been effected, the customer shall be entitled to use or resell the product within the scope of ordinary business operations. In case of a resale of the goods, the customer shall keep the revenues received therefrom in trust, in the case of damage or loss of the product, keep the sum insured for the purpose in trust for SY-LAB and keep it isolated from his assets and those of third parties.
7.5 If the goods have been processed further or been blended with the property of the customer or of third parties, SY-LAB shall acquire proportionate co-ownership.
7.6 In case of attachment or other access to the product by third parties the customer shall be obliged to immediately notify SY-LAB thereof in order to enable SY-LAB to assert claims for separation. If the customer does not comply with this task, he shall be obliged to compensate SY-LAB for the loss thus incurred.
8. Contractual exclusion of set-off
The customer shall only be entitled to set off claims against claims of SY-LAB, as far as the claims of the customer have been explicitly accepted by SY-LAB or if there has been a legally binding court decision.
9. Applicable Law
All agreements and contracts concluded with SY-LAB shall be subject to Austrian law, with the exception of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention).
10. Place of jurisdiction
The place of jurisdiction shall be 1010Vienna, Austria. SY-LAB shall be entitled to assert all claims vis-à-vis the customer also before the court competent for the customer’s head office.