§1 Scope of Application
1.1 These General Terms and Conditions apply exclusively to entrepreneurs, legal entities under public law, or special funds under public law as defined in § 310 paragraph 1 BGB (German Civil Code). We only recognize conditions of the orderer that are contrary to or deviate from our General Terms and Conditions if we have expressly agreed to their validity in writing. This also applies if we execute the contractually owed delivery unconditionally in the knowledge of conflicting or deviating conditions of the order.
1.2 These General Terms and Conditions also apply to all future transactions with the orderer, insofar as these are legal transactions of a similar nature.

§2 Offer and Conclusion of Contract
2.1 All offers are non-binding. Orders are only considered accepted when they have been confirmed by us in writing. This also applies to any additions, ancillary agreements, promises, consultations, and explanations by our employees regarding this contract. The scope of delivery is exclusively determined by our written order confirmation.
2.2 If the customer orders the goods electronically, the contract text and the General Terms and Conditions will be stored in a reproducible form and sent to the customer by email upon request.
2.3 Samples, illustrations, drawings, calculations, descriptions, catalogs, measurements, and weight specifications, as well as other information serving as approximate values for the orientation of the orderer, are not binding. Essential characteristics and features of the products remain unchanged.

§3 Documents Provided
3.1 We retain ownership and copyright of all documents provided to the orderer in connection with the placement of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties unless we have given our express written consent to the orderer. If we do not accept the orderer's offer, these documents must be returned to us immediately.

§4 Prices and Payment
4.1 Unless otherwise agreed in writing, our prices are ex works including packaging, plus value-added tax at the current rate. Corresponding freight costs will be charged separately. The indication of freight costs is non-binding. Changes in these costs up to the time of delivery are at the expense of the orderer if costs increase, and to the benefit of the orderer if costs decrease.
4.2 Packaging will not be taken back. Packaging always refers to sales packaging within the meaning of the Packaging Ordinance.
4.3 Unless otherwise agreed, the purchase price is to be paid within 30 days of invoicing without any deductions and free of charges. If a discount is granted based on an explicit written agreement, it will be calculated on the net invoice amount after deducting any discounts, freight costs, and other costs.
4.4 We are not obligated to accept bills of exchange and/or checks. If accepted, acceptance is only for the purpose of fulfillment. In the case of accepting a bill of exchange, the resulting collection and discount charges, as well as bill of exchange tax, etc., are borne by the orderer. Payments from bills of exchange or checks are considered made only when the equivalent value has been finally credited to our account.
4.5 In case of default in payment and justified doubts about the solvency and creditworthiness of the orderer, we are entitled, notwithstanding other rights, to demand securities or prepayments for outstanding deliveries and to declare all claims from the business relationship immediately due, without prejudice to other rights.

§5 Set-Off and Retention Rights
5.1 The orderer is entitled to offset only if his counterclaims have been legally established or are undisputed. The orderer is entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§6 Delivery Time
6.1 The start of the delivery time stated by us presupposes the timely and proper fulfillment of the orderer's obligations. The defense of non-fulfilled contract remains reserved. Delivery and performance deadlines begin with the dispatch of the order confirmation.
6.2 If the orderer falls into default of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred, including any additional expenses. Further claims remain reserved. If the above conditions are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the orderer at the moment he falls into default of acceptance or debtor's delay.
6.3 Delivery and performance deadlines are reasonably extended if we are prevented from fulfilling our obligations by the occurrence of unforeseen events which we could not anticipate with due care according to the circumstances of the case, e.g., war, internal unrest, natural disasters, accidents, strikes, lockouts, and other measures within the scope of industrial disputes, as well as in all cases of force majeure. The orderer will be immediately informed by us in the aforementioned cases.
6.4 We reserve the right to perform the contract in partial performances and partial deliveries after consultation with the orderer and to invoice these separately if agreed upon. Should we be in delay regarding such partial performance and/or delivery, this entitles the orderer to exercise his rights according to § 9 only in respect of this partial performance and/or delivery.
6.5 We are not obligated to provide subsequent deliveries of already delivered products if these products have been discontinued from production or have otherwise been removed from the sales program for other reasons.

§7 Transfer of Risk on Dispatch
7.1 Our deliveries are made in accordance with Incoterms® 2010. Depending on the agreement, the following conditions apply, and the risk of accidental loss or accidental deterioration of the goods is transferred to the orderer as follows: * EXW (Ex Works = ex works): from provision * FCA (Free Carrier = free carrier): from pickup by the customer * CIP (Carriage and Insurance Paid to = carriage and insurance paid): from the place of handover * DAP (Delivered At Place = delivered named place): from the place of handover. Other Incoterms® apply according to a special agreement with the orderer.
7.2 Loading and shipment are insured.
7.3 We will endeavor to consider the wishes and interests of the buyer concerning the shipping method and route. The resulting additional costs – even if delivery has been agreed freight-free – are at the expense of the buyer.

§8 Retention of Title
8.1 We retain ownership of the delivered item until full payment of all claims from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to take back the purchased item if the orderer acts in breach of contract.
8.2 As long as ownership has not yet been transferred, the orderer is obligated to handle the purchased item with care. In particular, he is obliged to insure it at his own expense against theft, fire, and water damage at the replacement value. If maintenance and inspection work needs to be carried out, the orderer must perform it at his own expense in due time. As long as ownership has not yet been transferred, the orderer must immediately notify us in writing if the delivered item is seized or exposed to other interventions by third parties. If the third party is not able to reimburse us for the judicial and extrajudicial costs of a lawsuit according to § 771 ZPO, the orderer is liable for the loss we incurred.
8.3 The orderer is entitled to resell the reserved goods in the ordinary course of business. The orderer hereby assigns to us the claims of the buyer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the purchased item has been resold without or after processing. The orderer remains authorized to collect the debt even after the assignment. Our ability to collect the debt ourselves remains unaffected by this. However, we will not collect the debt as long as the orderer meets his payment obligations from the collected proceeds, is not in default of payment, and, in particular, no application for opening insolvency proceedings has been filed or there is no cessation of payments.
8.4 The processing or transformation of the purchased item by the orderer is always done in the name and on behalf of us. In this case, the orderer's expectant right to the purchased item continues to the transformed item, and the retention of title remains with the proviso that we also acquire ownership of the transformed item (§ 950 BGB). If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in the ratio of the objective value of our purchased item to the other processed items at the time of processing. The same applies in the case of mixing. If the mixing is done in such a way that the orderer's item is to be regarded as the main item, it is agreed that the orderer transfers proportional co-ownership to us and keeps the resulting sole ownership or co-ownership for us. The co-ownership remains until full payment of the purchase price. To secure our claims against the orderer, the orderer also assigns to us those claims that accrue to him against a third party through the connection of the reserved goods with a property; we accept this assignment already now.
8.5 We commit ourselves to release the securities we are entitled to upon the orderer's request to the extent that their value exceeds the secured claims by more than 20%.

§9 Warranty and Complaints as well as Recourse
9.1 Warranty rights of the orderer presuppose that he has properly complied with his inspection and complaint obligations owed under § 377 HGB (German Commercial Code). All information, transfer, processing, and application of our products, technical advice, and other information are provided to the best of our knowledge, but do not release the buyer from his own tests and inspections. Complaints are only processed and are only effective insofar as they are made in writing with evidence attached. The complaint must be raised within 8 days of receipt of the goods. In the case of hidden defects, it must be raised within 8 days of discovery, but no later than 6 months after receipt of the goods.
9.2 Claims for defects expire 12 months after the delivery of the goods supplied by us to our orderer. The preceding provisions do not apply insofar as the law prescribes longer periods according to §§ 438 paragraph 1 No. 2 BGB, 479 paragraph 1 BGB, and 634a paragraph 1 BGB. Before the return of the goods, our consent must be obtained.
9.3 Should the delivered goods have a defect that already existed at the time of the transfer of risk despite all care taken, we will, subject to timely notice of defects, either repair the goods or deliver replacement goods, at our discretion. We must always be given the opportunity to perform subsequent fulfillment within a reasonable period. Recourse claims remain unaffected by the aforementioned provision without limitation.
9.4 If the subsequent performance fails, the orderer can withdraw from the contract or reduce the compensation after a period of 14 days, without prejudice to any claims for damages.
9.5 Claims for defects do not exist in the case of only insignificant deviation from the agreed quality, only insignificant impairment of usability, natural wear and tear or damage that arises after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable foundation, or due to special external influences that are not assumed under the contract. If improper repair work or modifications are carried out by the orderer or third parties, there are also no claims for defects for these and the resulting consequences.
9.6 Claims of the orderer for the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded to the extent that the expenses increase because the goods delivered by us were subsequently transported to a place other than the orderer's branch, unless the transport corresponds to their intended use.
9.7 Recourse claims of the orderer against us only exist to the extent that the orderer has not made any agreements with his customer exceeding the legally mandatory claims for defects. Furthermore, paragraph 6 applies accordingly to the scope of the orderer's recourse claim against the supplier.
9.8 Warranty claims are excluded if a change/processing of the goods by the orderer or third parties occurs without prior written approval.

§10 Damages
10.1 To the extent legally permissible, our obligation to pay damages, for whatever legal reason, is limited to the invoice value of our quantity of goods directly involved in the event causing the damage. This does not apply if we are liable without limitation according to mandatory legal provisions for intent or gross negligence.

§11 Industrial Property Rights and Copyright
11.1 If a product is created based on design plans, drawings, models, or other special requests of the buyer in violation of industrial property rights or copyrights, the buyer indemnifies us against all third-party claims and releases us from all claims for damages.
11.2 Design documents such as plans, sketches, or technical drafts as well as models, catalogs, brochures, illustrations, and photos etc., remain our intellectual property and are subject to the relevant legal provisions on reproduction, imitation, and competition.
11.3 Design documents may only be pledged with our prior written consent. Their return can be demanded by us at any time. They must be returned immediately if the order is placed elsewhere. The order and all related information, documents, etc., are our trade secret and must be treated confidentially.

§12 Miscellaneous
12.1 This contract and the entire legal relations of the parties are subject to the law of the Federal Republic of Germany, excluding the UN Sales Convention (CISG).
12.2 The place of fulfillment and exclusive jurisdiction for all disputes arising from this contract is the location of our principal office, unless the order confirmation states otherwise.
12.3 All agreements made between the parties for the purpose of executing this contract are set down in writing in this contract. Deviations require written form.
12.4 Should individual provisions be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid regulation with a legally permissible regulation that comes closest to the economic purpose of the invalid regulation or fills this gap.

Q-railing Austria / South-East Europe
IZ-NÖ-Süd, Straße 7, Objekt 58 D
2355 Wiener Neudorf
Austria