Last updated: July 2015
1.1 Goods and products delivered by STC Distribution GmbH (hereinafter also referred to as "STC“ for short) may be used only after studying the usage information enclosed in the delivery of such goods and products (hereinafter referred to as "goods" for short) and these General Terms and Conditions.
1.2 Unless expressly agreed otherwise between the contract parties in writing, these General Terms and Conditions by STC shall apply exclusively to any and all deliveries and other services, offers and payments by or to STC.
1.3 General Terms and Conditions or other purchasing terms and conditions of the customer, such as those quoted on order forms or other correspondence of the customer, are not a part of the contract with STC unless STC expressly agrees to them beforehand in writing.
2.1 Any and all information by STC on goods and prices is not binding and subject to change. Only the customer's order shall be deemed a binding offer.
2.2 A customer's offer is accepted by written order confirmation and assignment of an order number by STC. Until that time, STC is under no obligation to provide deliverables or performance.
3.1 Unless agreed otherwise in writing, the prices of STC are in euros, with only the recommended sales prices including the legal value-added tax applicable in Austria.
3.2 Prices apply ex Feldkirchen bei Graz/Austria. Prices do not include fees, charges, custom fees, transport, travel costs and/or allowance, insurance fees, delivery and shipping expenses. These are invoiced to the customer by STC separately, if not otherwise agreed differently in writing.
4. Delivery, passing of risk:
4.1 Unless STC has expressly confirmed a delivery or performance date in writing to be binding, information on delivery or performance dates shall not be binding.
4.2 Delivery is made as early as possible to the address provided by the customer. STC is entitled to postpone or suspend promised deliveries if made impossible or unreasonably difficult by circumstances outside of STC's control. This includes but is not limited to fire, strikes, non-delivery by sub-suppliers, etc.
4.3 The risk of accidental loss or accidental damage to the goods shall be passed on to the customer upon shipping of the goods or delivery to the carrier or transport company. The customer must immediately report transport damage and/or deficiencies to the transport company.
4.4 For goods that are not to be delivered at the anticipated date at the customer's request, and in the event of default of acceptance, the risk of accidental loss or accidental damage of the goods is passed on to the customer at the time of warehousing in our warehouse or a delivery warehouse.
5. Due date, payment, reservation of title, default of payment:
5.1 Invoices by STC are due for payment within 30 days upon receipt by the customer without any deductions unless agreed otherwise in writing. STC reserves the right to demand prepayments of the purchase price or full payment of the purchase price prior to delivery.
5.2 Title to the goods delivered to the customer by STC shall remain with STC exclusively until full payment of the purchase price including interest, shipping expenses and other invoice components and expenses possibly incurred by their collection (reservation of title).
5.3 The customer is obliged to comply with the applicable legal provisions for protection of the reservation of title. Any pledge or assignment by way of security of the goods subject to reservation of title to third parties is prohibited. In the event of seizure or any other claim of the goods subject to reservation of title by third parties, the customer is obliged to assert STC's title at their own expense and to notify us within 24 hours by means of written verifiable correspondence. The reservation of title shall also remain in effect if the goods are installed or otherwise joined together with other goods. As long as the reservation of title is in effect, sale, pledging, leasing, assignment by way of security or other cession of the goods delivered by STC shall be inadmissible without STC's express prior written agreement.
5.4 Asserting the reservation of title by STC shall not be deemed a withdrawal of the agreement in the absence of an express written declaration to the contrary by STC. Instead, STC shall retain the rights arising under the purchasing contract in addition to the claim for return of its property, including but not limited to compensation of damages and loss of profit.
5.5 If the customer is in default with an agreed payment, STC may either insist on fulfilment of the contract or withdraw from the contract after fixing a reasonable grace period of two weeks. If it insists on fulfilment of the contract, STC may:
a) charge default interest of 12% p.a. from the due date;
b) postpone fulfilment of its own obligations until receipt of the outstanding payments;
c) utilise a reasonable extension of the delivery term;
d) accelerate the full purchase price still outstanding.
5.6 The customer has to compensate STC for the incurred reminder and collection expenses as further default damage.
5.7 Counter-claims on the customer's part cannot be set off against claims by STC even if they arise out of the same contract or its dispute unless the respective counter-claim is accepted by STC in writing or a legally effective judgement is passed on STC.
6.1 The product illustrations, descriptions and colour charts used by STC do not always have to match the delivered products. Reasons for deviations STC has no control over include but are not limited to technical changes and product range updates of the manufacturers.
6.2 The photographs shown on the home pages for Therm-ic and Sidas are only symbolic.
6.3 Deviations of the design of the goods delivered by STC from the symbolic pictures or product illustrations shall not entitle the customer to warranty claims.
6.4 Warranty claims of the customer shall be notified to STC in writing within a reasonable term according to art. 377 Austrian Commercial Code; otherwise, they are excluded. If the customer fails to notify STC, it is no longer entitled to assert claims for warranty, for damages based on the defect itself or consequential damage and on an error regarding faultlessness of the goods.
6.5 Rights based on warranty must be asserted in court in all cases within six months as of delivery of the goods; otherwise, they are excluded.
6.6 In the event of a justified claim for defects, STC is entitled to provide subsequent improvement of the goods or to replace them at its option.
6.7 If the customer is a consumer pursuant to the Austrian Consumer Protection Act, the above provisions shall apply in line with the Austrian Consumer Protection Act.
7.1 Unless expressly agreed otherwise in writing, STC shall only be liable to the customer for damages in the event that the damage is caused by STC wilfully or with gross negligence. If the customer is a consumer pursuant to the Austrian Consumer Protection Act, STC's liability for compensation is only excluded by slight negligence.
7.2 STC's liability is limited to the amount of the price of the goods regardless of the cause and the legal reason for the damage.
7.3 Claims for damages towards STC can only be asserted in court within six months after the customer has become aware of the damage and the injuring party or the event otherwise giving rise to the claim but at the latest within two years after the event (behaviour) causing the damage (giving rise to the claim); otherwise, they are excluded. The burden of proof for the existence and the extent of the damage rests with the customer.
7.4 Liability of STC for damages due to misuse by the customer is excluded. In this regard, please note that, despite the highest quality standards, goods by STC can cause damages. In this context, we expressly refer to the product information included in the delivery of the goods which must be read and complied with in every case prior to start of operation of the goods. If no product information is included with the goods in an exceptional case, the customer shall request it from STC prior to start of operation.
8. Applicable law, place of jurisdiction:
8.1 Austrian material law excluding the reference provisions of conflict of law and the European Convention on the Law Applicable to Contractual Obligations shall apply for the contractual relationships between STC and the customer. Application of the UN CISG is excluded.
8.2 For all disputes arising from the contract between STC and the customer, including the issue of valid conclusion of the contract, the exclusive jurisdiction of the court materially and locally competent with regard to STC at the company's domicile is agreed. For consumers pursuant to the Austrian Consumer Protection Act, the legal places of jurisdiction shall apply.
9. Other provisions:
9.1 All changes to these GTC must be made in writing and signed in a legally effective way by the contract parties or their legal successors. This includes but is not limited to any waiver of this requirement of the written form.
9.2 Application of art. 934 Austrian Civil Code (challenge of this contract due to lesion beyond moiety or assertion of a corresponding objection) is expressly excluded.
9.3 If a provision is or becomes void, ineffective or unenforceable in part or in full, effectiveness and enforceability of all other remaining provisions shall remain unaffected. The void, ineffective or unenforceable provision shall be replaced by an effective and enforceable provision which comes as close as possible to the commercial purpose intended with the void, ineffective or unenforceable provision with regard to extent, time, place or scope of application if legally admissible. The same shall apply for possible gaps in the contract.