AGB

I. General Terms and Conditions
§ 1 Validity of the General Terms and Conditions
For the business transactions of the Institute for Water and Environmental Improvement Ing. Bernhard Ratheiser GmbH FN 372458h, Sonnrainweg 4/5, 9554 St. Urban. (hereinafter: COMPANY), the following General Terms and Conditions shall apply exclusively in the version valid at the time of the order. These can be saved or printed out by the contract partner. These General Terms and Conditions are binding for all present and future business transactions with Institut für Wasser- und Umweltverbesserung Ing. Bernhard Ratheiser GmbH FN 372458h, Sonnrainweg 4/5, 9554 St. Urban, even if not explicitly referred to.
The CONTRACTUAL PARTNER shall also be referred to as the “consumer” in the case of provisions that apply solely for the benefit of consumers as defined in Section 1 of the Austrian Consumer Protection Act (KSchG).
Any provisions deviating from or supplementing these General Terms and Conditions – in particular general terms and conditions of business or purchase of the CONTRACTUAL PARTNER – shall only become part of the contract if expressly confirmed by the COMPANY in writing. For the requirement of written form, acceptance by electronic means (e-mail, fax) is sufficient.
The CONTRACTUAL PARTNER expressly declares that it will use the website listed under § 2 only within the scope of its intended use. Abusive use of the website, such as unauthorized manipulation, incorrect provision of data, unauthorized provision of data of third parties, etc., shall lead to claims for compensation by the Company against the CONTRACTUAL PARTNER with regard to the damage incurred by us as a result of the abusive use.

§ 2. definitions
Website: https://www.umh.at/ and its subsites
Goods: This term includes all goods offered by the COMPANY as a seller.
Intellectual property: the totality of all exclusive and/or non-exclusive, statutory and/or contractual property rights to which the COMPANY is entitled in respect of intellectual products, designs, models, names, marks, ideas, drafts, etc.
Consumer: any CONTRACTUAL PARTNER who does not enter into a business relationship with the COMPANY for the purposes of its business.

§ 3. offer, cost estimate, conclusion of contract
1. offer
Offers made by the COMPANY are subject to change without notice, unless they are expressly designated as binding. The order from the CONTRACTUAL PARTNER shall be deemed accepted only upon the confirmation of the order by the COMPANY, whereby a contract shall come into existence. The COMPANY is entitled to reject offers without giving reasons. The COMPANY shall notify the CONTRACTUAL PARTNER thereof.
2. cost estimate
The COMPANY will provide a cost estimate upon the customer’s request to the best of its knowledge, but makes no warranty to the CONTRACTOR as to its accuracy. Should costs increase by more than 15% after the order has been placed, the COMPANY shall notify the Contractual Partner thereof without delay. If unavoidable cost overruns of less than 15% are involved, a separate notification is not required and these costs can be invoiced without further ado. Unless otherwise agreed, order changes or additional orders may be invoiced at reasonable prices.
Cost estimates are subject to payment.
3. conclusion of contract
A contract shall be concluded only upon written confirmation of the orders placed with the Company. The Customer accepts the COMPANY’s GTC by placing an order, by placing an order, by accepting delivery or by being included in the COMPANY’s customer file.
The presentation of the products on the website does not constitute a legally binding offer, but a non-binding online catalog.
The COMPANY shall execute the order on the agreed delivery date or within a period of 30 days from the confirmation of the contract. Should the COMPANY be unable to accomplish this, the CONTRACTUAL PARTNER shall be informed of this immediately by e-mail.

§ 4 Secrecy
The CONTRACTUAL PARTNER hereby irrevocably undertakes to maintain secrecy with regard to all trade and business secrets made accessible to it by the COMPANY, provided to it or otherwise becoming known to it in connection with or on the basis of a business relationship or contact with the COMPANY, and not to make them accessible to third parties in any way whatsoever without the consent of the COMPANY. Further, CONTRACTOR agrees to use information only on a “need to know” basis and only within the scope of the contract entered into.
The obligation to maintain secrecy shall remain in force for 3 years after the termination of the business relationship with the COMPANY or, irrespective of a business relationship, for 3 years after the submission of an offer by the COMPANY.

§ 5. goods
The goods shown in photographs on the website are only examples of the goods that are actually supplied by the COMPANY. The CONTRACTUAL PARTNER cannot derive any claims whatsoever against the COMPANY from a deviation of these examples from the product actually delivered.

§ 6 Prices and maturity
The prices of the COMPANY are in EURO. The statutory value-added tax will be invoiced additionally at the applicable rate.
The currently valid price list of the Institute for Water and Environmental Improvement Ing. Bernhard Ratheiser GmbH, as sent to the CONTRACTUAL PARTNER upon request.
The purchase price is due in advance upon completion of the order.
Any fees, statutory sales tax and shipping costs shall be paid by the CONTRACTUAL PARTNER and shall be added to the product prices.
The services and deliveries provided by the COMPANY on the basis of these General Terms and Conditions of Business shall not entitle the COMPANY to deduct input tax within the meaning of the Austrian Value Added Tax Act (UstG), insofar as a consumer requests such deduction.

§ 7. invoices
The COMPANY shall deliver the invoice by mail or to an invoice e-mail address provided by the CONTRACTOR. The CONTRACTUAL PARTNER shall ensure that all invoices can be delivered by the COMPANY to the specified e-mail address and shall adapt technical equipment such as filter programs or firewalls accordingly. Electronically automated reply letters (note of absence, etc.), will not be considered by the COMPANY and do not prevent a valid delivery. The CONTRACTUAL PARTNER shall immediately notify the COMPANY of any change in its e-mail address. The invoice will be sent to the last e-mail address provided by the CONTRACTUAL PARTNER. Any changes to the e-mail address that are not disclosed shall be borne by the CONTRACTUAL PARTY. The COMPANY shall not be liable for damages resulting from any increased risk of electronic delivery of the invoice by e-mail compared to postal delivery. The CONTRACTUAL PARTNER shall bear the increased risk of access by unauthorized third parties due to the storage of the electronic invoice. The CONTRACTUAL PARTNER may revoke the electronic sending of the invoice at any time by e-mail.
In the case of partial deliveries, partial invoices are always permissible.
In the event that partial payments have been agreed upon, a loss of time shall occur if even only one partial payment is made unpunctually or not in the full amount. Upon occurrence of the loss of the term, the entire outstanding balance shall become due for payment immediately. In the event of a missed deadline, the COMPANY shall have the right to take custody of the undelivered goods without withdrawing from the purchase contract until the entire claim, including ancillary costs, has been fully covered.

§ 8. place of performance and risk transfer
The place of performance is the registered office of Institute for Water and Environmental Improvement Ing. Bernhard Ratheiser GmbH, Sonnrainweg 4/5, A-9554 St. Urban.
Costs and the risk of transport shall be borne by the CONTRACTUAL PARTNER.

§ 9 Acceptance and partial delivery
The CONTRACTUAL PARTNER shall be obligated to accept the supplies and services provided by the COMPANY.
With the delivery “ex works” INCOTERMS 2010 delivered goods are considered as accepted. Notwithstanding the foregoing, the risk of loss and damage shall pass to a consumer only upon delivery of the goods.
If the CONTRACTUAL PARTNER discovers significant defects immediately upon acceptance, it shall be entitled to have these remedied by the COMPANY within the scope of the warranty. If the CONTRACTUAL PARTNER is a consumer, he shall not be obliged to give notice of defects.
Deliveries and services of the COMPANY are divisible. The COMPANY is entitled to provide partial services. In the case of partial deliveries, partial acceptances are permissible.
Insofar as the CONTRACTUAL PARTNER makes deliveries to the COMPANY, delivered goods shall be deemed accepted only upon written confirmation by the COMPANY.

§ 10. cancellation instruction/cancellation form
1. right of withdrawal
Customers who are consumers within the meaning of § 1 FAGG in conjunction with § 1 KSchG have the right to withdraw from their contract declaration within 14 days without giving any reason.
The day of the takeover is not included in the running of the time limit. Saturdays, Sundays and public holidays count towards the calculation of the deadline. The timely dispatch of the declaration of withdrawal or the return of the goods shall be sufficient to comply with the withdrawal period.
The declaration of withdrawal is not bound to any particular form. It can be sent to the Institute for Water and Environmental Improvement Ing. Bernhard Ratheiser GmbH, Sonnrainweg 4/5, A-9554 St. Urban, by letter, telephone (+43-4277-20035-0) or e-mail (in******@um*.at). The consumer can also download a withdrawal form at www.umh.at/(………). This may be completed and submitted by the consumer electronically or otherwise. The timely dispatch of the notice of withdrawal to the COMPANY without stating any reasons shall suffice.
2. consequences of withdrawal
If the consumer withdraws from the contract, the COMPANY will immediately refund all payments made using the same means of payment that the consumer used when concluding the contract, but no later than 14 days from receipt of the notice of withdrawal.
Notwithstanding the foregoing, the COMPANY shall refund to the Consumer all payments previously made by the Consumer for the transaction affected by the withdrawal within 14 days, with the delivery costs being refunded only to the extent of the cheapest standard delivery. The COMPANY may choose the means of payment that the COMPANY will use for the refund, provided that it does not cause additional costs to the consumer compared to the means of payment previously used by the consumer. However, a prerequisite for the refund is that the consumer returns the goods to him in advance or provides proof that the goods have been returned in the form of a confirmation of dispatch from the post office or another dispatch service.
3. exclusion of the right of withdrawal
In the case of one-time orders of goods that are manufactured according to customer specifications or clearly tailored to personal needs; in the case of contracts concluded in business premises/exhibition booth (if the sale usually takes place there); off-premises, if the amount does not exceed Euro 50,-; street sale (retail sale/bar business), if the payment does not exceed Euro 25,- or if the transaction was initiated by the consumer himself.
No right of withdrawal exists for the items mentioned in § 18 FAGG.

§ 11 Term of contract, termination
Insofar as a continuing obligation is established between the COMPANY and the CONTRACTUAL PARTNER, it shall end upon expiration of the stipulated term of the contract.

§ 12 Intellectual property
The COMPANY is exclusively entitled to all rights of use of the intellectual property that exists on this website and the content located on it. The CONTRACTOR agrees to refrain from any use of the contents of this website.

§ 13. retention of title
The goods remain the property of the COMPANY until full payment has been made.

§ 14. delay
1. default of payment
Outstanding receivables are pursued further via collection agencies, lawyers and/or the courts. For costs of collection agencies, the maximum rates applicable pursuant to the Ordinance of the Federal Minister for Economic Affairs on the Maximum Rates of Remuneration Due to Collection Agencies shall apply, for attorneys the rates of the RATG, for courts the fees pursuant to the GGG.
If the CONTRACTUAL PARTNER is a consumer, the COMPANY shall be entitled to charge default interest in the amount of 5% per annum; however, if the CONTRACTUAL PARTNER is an entrepreneur, the COMPANY shall be entitled to charge default interest in the amount of 9.2% above the base interest rate per annum.

§ 15 Delay in delivery
The delivery periods and dates shall be observed by the COMPANY as far as possible: Unless they have been expressly agreed as binding, they are non-binding and are always understood as the expected time of provision and handover to the CONTRACTUAL PARTNER.
If during the processing of an order the COMPANY becomes aware that the goods ordered by the CONTRACTUAL PARTNER are not available, the CONTRACTUAL PARTNER shall be informed of this circumstance in writing by e-mail.
Withdrawal from the contract by the CONTRACTUAL PARTNER due to delay in delivery is only possible if a reasonable – at least 14-day – period of grace is granted. The withdrawal must be made by registered letter; in the case of a consumer, email is sufficient. The right of withdrawal shall only apply to the part of the delivery or service in respect of which there is a delay.
If the CONTRACTUAL PARTNER is a consumer and the delivery is not made at the agreed time or within a 30-day period after the conclusion of the contract, the consumer may request the entrepreneur to make the delivery within a 14-day period. If this grace period expires without success, the consumer may withdraw from the contract.
This obligation to set a grace period shall not apply to consumers if the COMPANY refuses to deliver, if the agreed delivery period is essential, taking into account all circumstances surrounding the conclusion of the contract, or if the consumer has notified the COMPANY that compliance with the delivery period or delivery date is essential for him. In these cases, consumer has an immediate possibility of withdrawal.

§ 16 Default of acceptance
Only one delivery attempt is made.
Goods not accepted on the agreed date shall be stored for a period of two days at the risk and expense of the CONTRACTUAL PARTNER, for which the COMPANY shall charge a storage fee of EUR 15,- per calendar day or part thereof. At the same time, the COMPANY shall be entitled either to insist on performance of the contract or, after setting a reasonable grace period, to withdraw from the contract and dispose of the goods elsewhere.
In this case, the COMPANY shall not be obliged to make any further delivery; instead, the CONTRACTUAL PARTNER shall be obliged to collect the goods from the COMPANY’s registered office. In the event of utilization, a contractual penalty of 50% of the invoice amount, excluding VAT, shall be deemed to have been agreed.

§ 17. warranty
The statutory warranty provisions shall apply. The existence of defects shall be proven by the CONTRACTUAL PARTNER. § 924 ABGB shall not apply.
Defects occurring in goods delivered by the COMPANY shall be notified by the CONTRACTUAL PARTNER – insofar as the CONTRACTUAL PARTNER is an entrepreneur and it is a business-related transaction – without delay, in a specified manner and in writing. The immediate obligation to give notice of defects pursuant to § 377 of the Austrian Commercial Code (UGB) is contractually excluded for the COMPANY as recipient of goods.
In the case of warranty, the COMPANY is entitled to determine the type of warranty (improvement, replacement, price reduction or cancellation) itself. Notwithstanding the foregoing, the COMPANY shall, at the option of the consumer, either remedy the defect or deliver new goods free of defects. However, the COMPANY shall be entitled to refuse the chosen type of subsequent performance if this can only be carried out at disproportionate cost and if the other type of subsequent performance would not entail any significant disadvantages for the consumer. If the subsequent performance has failed, the consumer may, at his option, declare the withdrawal from the contract or demand a reduction of the purchase price.
If the COMPANY remedies defects outside the warranty period or provides other services or direction, these shall be charged according to the applicable price list of the COMPANY on a time and material basis.

§ 18. compensation
The COMPANY shall be liable for damages in all cases under consideration only in the event of intent or gross negligence. In the event of slight negligence, the COMPANY shall be liable exclusively for personal injury. Liability shall expire 6 months after the CONTRACTUAL PARTNER has become aware of the damage and the damaging party. The COMPANY shall not be liable for indirect damages, loss of profit, loss of interest, failure to make savings, consequential and pecuniary damages or damages arising from third-party claims.
Notwithstanding the foregoing, the COMPANY shall not be liable to a consumer for property damage and financial loss in cases of slight negligence only if this is objectively justified. In this case, liability shall expire within 3 years of the CONTRACTUAL PARTNER’s knowledge of the damage and the damaging party.
If, in whatever case, a penalty has been agreed, it shall be subject to judicial moderation. The assertion of claims for damages in excess of the penalty is excluded.

§ 19 Jurisdiction and choice of law
1. place of jurisdiction
For the resolution of all disputes arising from a contract – including those concerning its existence or non-existence – the exclusive jurisdiction of the relevant courts at the registered office of the COMPANY is agreed. For consumers, the place of consumer jurisdiction pursuant to § 14 KSchG shall be at the place of the consumer’s registered office.
2. choice of law
The contract shall be governed exclusively by the laws of the Republic of Austria, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

§ 20. amendments to the GTC
The COMPANY is entitled to amend these General Terms and Conditions.
The COMPANY may not change the following contents of the contract by means of amending the GTC: Subject of the main service (delivery/provision of the agreed product); the termination options of the contract. Any price adjustments shall be made exclusively in accordance with the provisions under § 6.

§ 21. further provisions
1. severability clause
If any provision of these terms and conditions is or becomes invalid or unenforceable in whole or in part, this shall not affect the validity of all other business provisions. The ineffective or missing provisions shall be replaced by those provisions that come closest to the ineffective provisions in economic terms.
2. formal requirement
Changes or additions to a contract must be made in writing. This also applies to the change of the written form requirement.
3. offsetting
A set-off against claims of the COMPANY with counterclaims of any kind whatsoever is excluded. Notwithstanding the foregoing, a consumer may set off counterclaims (only) if his counterclaims are legally related to the consumer’s liability, have been determined by a court of law or have been expressly acknowledged by the COMPANY.
4. subcontractor
The use of subcontractors is permitted, in which case the COMPANY shall continue to bear the obligations to the CONTRACTOR for the performance of the contract with the CONTRACTOR.