GeneralTerms and conditions

1.1. For all business relationships, contracts, deliveries, services, and conclusions of contracts by AGS, the following terms and conditions shall apply exclusively. These business terms apply between AGS and natural as well as legal persons (hereinafter referred to as "Business Partner") for the legal transaction at hand as well as for all future transactions, even if no express reference is made to them in individual cases, particularly in the case of future supplementary or follow-up orders.

1.2. We contract exclusively on the basis of our current Terms and Conditions (T&Cs) valid at the time of contract conclusion, which are available on our website.

1.3. Business terms and conditions of the Business Partner or changes and/or amendments to our T&Cs require our express written consent to be valid.

2.1. Our offers are subject to change and non-binding, regardless of their form. This also applies if we have provided the Client with catalogues, technical documentation (e.g. drawings, plans, calculations, references to DIN standards), other product descriptions or documents – including in electronic form – to which we reserve property rights and copyrights.

2.2. Commitments, assurances and guarantees on the part of AGS or agreements deviating from these GTC in connection with the conclusion of the contract shall only become binding upon our written confirmation.

2.3. The business partner must inform us if they base their decision to place an order on information about our products and services provided in catalogues, price lists, brochures, advertisements at trade fair stands, circulars, advertising mailings or other media that are not attributable to us. In this case, we can comment on their accuracy. If the business partner breaches this obligation, such information is non-binding unless it has been expressly declared part of the contract in writing.

2.4. Cost estimates and target price offers are non-binding.

2.5. Unless otherwise regulated, cost estimates are subject to a fee and are provided without guarantee for their completeness and accuracy.

3.1. Unless otherwise agreed, price quotations are generally not to be understood as a flat-rate price.

3.2. For services ordered by the business partner that are not covered by the original order, there is a claim to appropriate remuneration in the absence of a fee agreement.

3.3. Price quotations are in EUR plus the applicable statutory value-added tax and ex-warehouse.

Packaging, transport, loading and shipping costs as well as customs duties, any fees, other public charges and insurance are at the expense of the business partner. We are only obliged to take back packaging if expressly agreed.

3.4. The business partner must arrange for the professional and environmentally friendly disposal of old material. If we are separately commissioned with this, the business partner must pay additional appropriate remuneration to the agreed extent, or in the absence of a fee agreement.

3.5. We are entitled, and also obligated at the request of the business partner, to adjust the contractually agreed fees if changes of at least 1% occur regarding

a) wage costs through collective agreements, works agreements, regulations, law or

b) other cost factors necessary for the provision of services, such as procurement costs for the materials used based on recommendations from the Joint Commissions or changes in national or world market prices for raw materials, exchange rates, etc., have occurred since the conclusion of the contract. The adjustment shall be made to the extent that the actual manufacturing costs at the time of the conclusion of the contract change compared to those at the time of the actual provision of services, provided that we are not in default.

3.6. The remuneration for long-term obligations is agreed to be value-assured according to the VPI 2005 (Consumer Price Index), and the fees shall be adjusted accordingly. The month in which the contract was concluded shall serve as the basis.

3.7. Costs for travel, daily and overnight allowances will be invoiced separately unless otherwise contractually agreed. Travel times are considered working time.

4.1. Down payment: 30% upon receipt of the written order. Partial payment: 30% after design, E-plan or visualisation approval. Partial payment: 30% after delivery. At the latest 14 days after notification of readiness for delivery if delivery is delayed for reasons for which the business partner is responsible. Final payment: 10% after commissioning.

If immediate acceptance does not take place through no fault of AGS, the final partial payment shall become due upon the operational handover by AGS or upon the use of the delivery item by the purchaser. Withholding the final partial payment due to open defects is not permitted.

If assembly and commissioning are delayed through no fault of AGS, the final partial payment shall become due no later than 30 days after delivery by AGS. Payment 14 days net.

4.2. Cash discounts are inadmissible unless otherwise agreed in writing.

4.3. Payment appropriations made by the business partner on transfer vouchers are not binding for us.

4.4. If the business partner falls into default of payment within the framework of other existing contractual relationships with us, we are entitled to suspend the fulfilment of our obligations under this contract until fulfilment by the business partner.

We shall then also be entitled to declare all claims for services already rendered from the current business relationship with the business partner as due for payment.

4.5. If the payment deadline is exceeded, even if only in respect of a single partial performance, any granted remunerations (discounts, rebates, etc.) shall be forfeited and added to the invoice.

4.6. In the event of default of payment, the business partner undertakes to reimburse us for the necessary and appropriate costs required for debt collection (reminder costs, collection fees, legal fees, etc.).

4.7. The business partner shall only be entitled to a right of set-off insofar as counterclaims have been established by a court or recognised by us.

5.1. The business partner declares their express consent that their data may be transmitted exclusively for the purpose of creditor protection to the state-privileged creditor protection associations AKV EUROPA Alpenländischer Kreditoren-Verband für Kreditschutz und Betriebswirtschaft, Creditreform Wirtschaftsauskunftei Kubicki KG and Kreditschutzverband von 1870 (KSV).

6.1. Our duty to execute performance shall begin at the earliest as soon as

a) all technical details have been clarified,

b) the business partner has created the technical and legal requirements (which we are happy to provide on request),

c) we have received agreed down payments or security deposits, and

d) the business partner fulfills their contractual advance performance and cooperation obligations, in particular those mentioned in the following sub-points.

6.2. In the case of assembly work to be carried out by us, the business partner is obliged to ensure that work can begin immediately upon the arrival of our assembly personnel.

6.3. The business partner shall arrange for the required permits from third parties as well as notifications and approvals by authorities at their own expense. These can be requested from us.

6.4. The quantities of material and energy required for the performance of the service, including trial operation, shall be provided by the business partner at their own expense.

6.5. For the duration of the performance of the service, the business partner shall provide us free of charge with lockable rooms, not accessible to third parties, for the accommodation of workers and for the storage of tools and materials.

6.6. The business partner is liable for ensuring that the necessary structural, technical and legal requirements for the work to be produced or the purchase item are met, which were described in the contract or in information provided to the business partner before the conclusion of the contract, or which the business partner ought to have known due to relevant technical knowledge or experience.

6.7. The business partner must provide remote maintenance access. Otherwise, the costs for resulting service calls must be borne by the business partner.

6.8. Likewise, the business partner is liable for ensuring that the technical systems, such as supply lines, cabling, networks and the like, are in a technically perfect and operational condition and are compatible with the works to be produced or purchase items by us.

6.9. We are entitled, but not obliged, to inspect these systems for a separate fee.

6.10. In particular, before the start of installation work, the business partner must provide, without being requested to do so, the necessary information regarding the location of concealed electricity, gas and water lines or similar installations, escape routes, other structural obstacles, potential sources of danger, as well as the required structural data.

6.11. Order-specific details of the required information can be requested from us.

6.12. The business partner bears sole responsibility for the design and functionality of parts provided by them. There is no obligation to inspect any documents, information or instructions provided by the business partner regarding the delivery item—beyond the creation of a technical construction file and the certification of compliance with the Machinery Directive and any other applicable directives—and our liability in this respect is excluded. The obligation to issue the certification may be contractually transferred to the business partner who places the delivery item on the market.

6.13. The business partner is not entitled to assign claims and rights arising from the contractual relationship without our written consent.

7.1. Minor changes to our execution of performance that are reasonable and objectively justified for the business partner shall be deemed approved in advance.

7.2. If a modification or supplement to the order occurs after the order has been placed for whatever reason, the delivery/performance period shall be extended by a reasonable period. Subsequent changes/extensions, as well as downtimes, will be charged according to effort based on the valid hourly rates.

7.3. If the business partner requests execution of performance within a shorter period after conclusion of the contract, this constitutes an amendment to the contract. This may necessitate overtime and/or result in additional costs due to the acceleration of material procurement, and the remuneration shall increase appropriately in proportion to the necessary additional effort.

7.4. If the execution of performance or delivery is delayed or interrupted due to circumstances for which the business partner is responsible, AGS is entitled to invoice a flat rate in the amount of 1% of the total order per week for the period of the delay.

7.5. If the execution of services or delivery is interrupted due to circumstances for which the business partner is responsible, AGS shall be entitled to invoice already rendered services, deliveries and plant components immediately.

Furthermore, in the event of a withdrawal from the contract by the business partner, AGS is entitled to charge the business partner liquidated damages amounting to 30% of the gross order value, without proof of actual damage.

7.6. Partial deliveries and services justified by factual reasons (e.g. plant size, construction progress, etc.) are permissible and may be invoiced separately.

7.7. If delivery on call is agreed, the object of performance/purchase shall be deemed to have been called off no later than six months after the order was placed.

8.1. Delivery/performance periods and deadlines are only binding for us if they have been stipulated in writing. Any departure from this formal requirement must also be in writing.

8.2. Deadlines and dates shall be postponed for the duration of the respective event in the event of force majeure, strikes, lockouts, official orders, unforeseeable delays caused by our suppliers through no fault of our own, or other comparable events beyond our control. This shall not affect the business partner's right to withdraw from the contract in the event of delays that make adherence to the contract unreasonable.

8.3. If the start of performance or the execution is delayed or interrupted due to circumstances attributable to the business partner, in particular due to a breach of the duties to cooperate pursuant to item 6, the performance periods shall be extended accordingly and completion dates shall be postponed accordingly.

8.4. We are entitled to charge 0.1% of the invoice amount for each month or part thereof of the delay in performance for the resulting necessary storage of materials, equipment and the like in our facility, whereby the business partner's obligation to pay and their obligation to take delivery shall remain unaffected by this.

8.5. In the event of withdrawal from the contract due to delay, the business partner must set a grace period by registered letter while simultaneously threatening to withdraw.

9.1. The risk shall pass to the business partner as soon as we hold the object of purchase/the work ready for collection at the factory or warehouse, or hand these over, or material and equipment, to a carrier or transporter. Dispatch, loading, unloading and transport are always at the risk of the business partner.

9.2. The business partner approves every appropriate mode of shipment. We undertake to take out transport insurance at the written request of the business partner and at their expense.

9.3. In the case of shipment, we are entitled to have the packaging and shipping costs as well as the fee collected from the business partner by cash on delivery, provided that the business partner is in default with a payment from the existing business relationship with us or an agreed credit limit with us is exceeded.

9.4. The business partner is responsible for the safety of the materials and equipment delivered by us and stored or installed at the place of performance. Loss and damage shall be at their expense and must be reported immediately by the business partner to the transport company.

10.1. Should the Business Partner be in default of acceptance for more than 2 weeks (refusal of acceptance, delay in preliminary services or otherwise, no call-off within a reasonable time for call-off orders) and has the Business Partner, despite a reasonable grace period, failed to ensure the removal of circumstances attributable to them which delay or prevent the execution of the service, we shall be entitled, while the contract remains in force, to dispose otherwise of the equipment and materials specified for the execution of the service, provided that, in the event of the continuation of the performance, we procure these within a period appropriate to the respective circumstances.

10.2. In the event of a default of acceptance by the Business Partner, we are also entitled, when insisting on contract performance, to store the goods at our premises, for which we are entitled to a storage fee.

10.3. In the event of a justified withdrawal from the contract, we are entitled to demand liquidated damages from the Business Partner in the amount of 30% of the gross order value without proof of actual damage.

10.4. The assertion of higher damages is permissible.

11.1. The goods delivered, assembled, or otherwise handed over by us remain our property until full payment of all our current and future claims arising from the purchase contract and an ongoing business relationship.

11.2. Resale is only permitted if we have been notified of this in good time in advance, stating the name and exact address of the buyer, and we consent to the sale. In the event of our consent, the purchase price claim is hereby deemed assigned to us.

11.3. Until full payment of the fee or purchase price, the client must record this assignment in their books and on their invoices and inform their debtors of this. Upon request, they must provide the contractor with all documents and information necessary to assert the assigned claims and demands.

11.4. The Business Partner declares their express consent that we may enter the location of the reserved goods to assert our retention of title.

11.5. Necessary costs appropriate for purposeful legal action shall be borne by the Business Partner.

11.6. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared.

11.7. We may utilize the repossessed goods subject to retention of title through private sale and to the best possible effect.

11.8. Until full payment of all our claims, the object of performance/purchase may neither be pledged, transferred by way of security, nor otherwise encumbered with third-party rights. In the event of seizure or other claims, the Business Partner is obliged to point out our right of ownership and to inform us immediately.

12.1. For delivery items manufactured by us according to customer documents (design details, drawings, models, or other specifications, etc.), the Business Partner alone assumes the warranty that the manufacture of these delivery items does not infringe third-party industrial property rights.

12.2. Should third-party property rights nevertheless be asserted, we are entitled to stop the manufacture of the delivery items at the client's risk until the third-party rights have been clarified, unless the groundlessness of the claims is obvious.

12.3. Similarly, we can claim reimbursement from the Business Partner for necessary and useful costs incurred by us.

12.4. We are entitled to demand reasonable cost advances for any legal costs.

13.1. Delivery items and related execution documents, plans, sketches, cost estimates, and other documents as well as software provided by us or created through our contribution remain our intellectual property.

13.2. Their use, in particular their disclosure, duplication, publication, and provision, including even partial copying, as well as their imitation, processing, or exploitation, requires our express consent.

13.3. The Business Partner further undertakes to maintain confidentiality towards third parties regarding the knowledge received from the business relationship.

1.4. 1 The warranty period for our services is one year from handover.

14.2. Unless otherwise agreed (e.g. formal acceptance), the time of handover shall be the time of completion, at the latest when the business partner has taken the performance into their power of disposal or has refused acceptance without stating reasons. On the day on which the business partner is notified of completion, the performance shall be deemed to have been taken into their power of disposal in the absence of a justified refusal of acceptance.

14.3. Rectification of a defect alleged by the business partner does not constitute an acknowledgement of a defect.

14.4. The business partner must always prove that the defect already existed at the time of handover.

14.5. Notices of defects and complaints of any kind must be submitted in writing to our company's registered office immediately (at the latest after 5 working days), providing the most accurate description of the error possible and stating the potential causes, otherwise warranty claims will be forfeited.

The contested goods or works are to be handed over by the business partner, provided this is feasible.

14.6. If the business partner's allegations of defects are unjustified, they shall be obliged to reimburse us for the expenses incurred in determining the absence of defects or in rectifying the error.

14.7. We are entitled to carry out or have carried out any investigation we deem necessary, even if this renders the goods or workpieces unusable. In the event that this investigation reveals that we are not responsible for any errors, the business partner shall bear the costs of this investigation in exchange for a reasonable fee.

14.8. Transport and travel costs incurred in connection with the rectification of defects shall be borne by the business partner. Upon our request, the business partner shall provide the necessary manpower, energy and premises free of charge and cooperate in accordance with point 6.

14.9. The business partner must allow us at least two attempts to rectify the defect.

14.10. We may avert a request for rescission through rectification or a reasonable price reduction, provided that the defect is not substantial and irremediable.

1.4. 11 If the subject matter of the performance is manufactured based on data, drawings, plans, models, or other specifications provided by the Business Partner, we only provide a warranty for execution in accordance with the specifications.

14.12. The fact that the work is not fully suitable for the agreed use does not constitute a defect if this is based exclusively on actual circumstances deviating from the information available to us at the time of performance because the business partner fails to comply with their duty to cooperate in accordance with point 6.

14.13. Likewise, it does not constitute a defect if the business partner's technical systems, such as supply lines, cabling, networks and the like, are not in technically perfect and operational condition or are not compatible with the items delivered.

14.14. In the event of resale of hardware items delivered by us, the supplier's warranty period shall be adopted. Only distributed hardware items are covered by guarantee or warranty claims for hardware trading. No liability is assumed for resulting consequential costs.

15.1. In the event of a breach of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., we shall only be liable for financial losses in cases of intent or gross negligence.

15.2. Liability is limited to the maximum liability amount of any third-party liability insurance concluded by us.

15.3. This limitation also applies to damage to an item that we have accepted for processing.

15.4. Claims for damages must be asserted in court within six months, otherwise they shall be forfeited.

15.5. The limitations or exclusions of liability also include claims against our employees, representatives and vicarious agents due to damage caused by them to the business partner without reference to a contract on their part with the business partner.

15.6. Our liability is excluded for damage caused by improper handling or storage, overloading, failure to follow operating and installation instructions, faulty assembly, commissioning, maintenance, or repair by the business partner or third parties not authorised by us, or natural wear and tear, provided that this event was causal for the damage. The exclusion of liability also applies to the omission of necessary maintenance.

15.7. If and to the extent that the business partner can claim insurance benefits for damage for which we are liable through their own property insurance or one concluded in their favour (e.g. liability insurance, comprehensive cover, transport, fire, business interruption and others), the business partner undertakes to claim the insurance benefit and our liability towards the business partner shall be limited in this respect to the disadvantages incurred by the business partner as a result of using this insurance (e.g. higher insurance premium).

15.8. Those product characteristics are owed which can be expected by the business partner with regard to the approval regulations, operating instructions and other product-related instructions and notes (esp. also inspection and maintenance) provided by us, third-party manufacturers or importers, taking into account their knowledge and experience. The business partner, as a reseller, must take out sufficient insurance for product liability claims and hold us harmless and indemnify us with regard to recourse claims.

16.1. Should individual parts of these GTC be invalid, the validity of the remaining parts shall not be affected thereby.

16.2. The parties already undertake to reach a substitute arrangement – based on the horizon of honest contracting parties – which comes closest to the economic result of the invalid condition, taking into account standard industry practice.

17.1. Austrian law shall apply.

17.2. The UN Convention on Contracts for the International Sale of Goods is excluded.

17.3. The place of performance is the registered office of the company AGS-Engineering GmbH.

17.4. The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between the Contractor and the Client is the court with local jurisdiction for the registered office of the Contractor.

17.5. The business partner must inform us immediately in writing of any changes to their name, company name, address, legal form or other relevant information.