1. The general business conditions are valid for all deliveries and services which ECOwind Handels- und Wartungs GmbH (hereafter designated as ECOwind) provides to the Client, in particular for the drafting of projects for a wind farm, for the delivery of moving parts and components of a wind farm an individual wind farm plants and for the performance of all services, assistance and maintenance at such plants.
These general business conditions also hold for future legal transactions and for future cooperation between ECOwind and the client, even when they are not taken into consideration again in the conclusion of a contract in the future.
Unless otherwise agreed, deliveries and services by ECOwind shall only be carried out by the same party after written confirmation of a written order.
An order shall be binding on the client upon signing and cannot be unilaterally rescinded without the express agreement of ECOwind, in so far as the order is sufficent in the case of dispatch of the acceptance, with acceptance also becoming conclusive through the start of performance of contract.
Amendements of agreements, whether oral or by telephone, shall only become legally binding with written confirmation.
2. All prices shall be valid, unless otherwise agreed, without assembly, carriage forward, including packaging, but without value added tax. Other charges, such as a supplement for express shipment, shall be borne by the purchaser.
3. The payment of the amount of the invoice must take place in precise accordance with the cintents of the order. If the payment deadline is exceeded, late payment of interest of 9.47% per year shall be agreed for the relevant amount in existence. Instalments shall be subject to an acceleration clause, i.e. in the eent of default on only one instalment, the entire outstanding amount of the invoice shall be become due in a singel instalment, even if a later payment deadline had originally been agreed for the remainder.
ECOwind and the Client expressly agree to prohit offsetting, i.e. the Client shall not be entitled to offset guarantee or compensation claims against outstanding payments due to ECOwind for any business transaction.
4. Immaterial divergences shall not entitle the Client to claim modifications or price reductions or even to withdraw from the contract. Such divergences shall be constructed as any divergences which do not prevent the securing or maintenance of official authorisations or the use of the object in accordance with the conditions.
5. The Client shall be obliged to accept the goods which have been dispatched and provided immediately. If it does not fulfil this obligation, it shall be in default of acceptance and the performance shall be considered a shaving occurred on the day on which the acceptance should have taken place pursuant to the contract. The risk of accidental failure shall thereby be transferred to the Client or recipient.
6. In the event of refusal to accept ordered goods or services or other unjustified cancellation of an order by the Client, a contractual penalty of 25% of the amount of the order calue added tax at the relevant legal rate has been agreed.
7. Partial deliveries are permitted. If a binding commitment has been made to a deadline and through no fault of ECOwind, material is lacking, transport difficulties arise or the import, export or transit of goods is prevented due to official measures,extended acordingly. In the event that the deadlines exceeded for any of the above reduction, offsetting or to withdraw from the contract.
8. Until payment has been made in full, the delivered goods shall remain the property of ECOwind. In the event of infringement of this retention of title by third parties, the Client (purchaser) shall be obliged to inform ECOwind of the same immediately, submitting all data necessary for the preservation of title. Any expenditure by ECOwind related to the enforcement of title against third parties shall be borne by the course of normal business before the amount receivable by ECOwind is paid in full, considered as having been transferred to ECOwind.
9. Deliveries ba ECOwind are expressly limitted to use within the country of the Client. Exports shall require prior authorisation by ECOwind. In the event of a violation of this provision, the Client undertakes to ndemnify ECOwind and hold it harmless from all resulting disadvantages, injuries and liability.
10. All shipments shall be made at the risk of the Client, even when ECOwind delivers carriage free. The surrender of the ordered goods, whether by suppliers in the country of the manufacturer or from one of ECOwind′s warehouses to the freight company sited in te Contract, shall have the effect of transfer of the risk to the Client.
ECOwind shall only contract insurance coverage against risks defined by the Client with a written order from the Client at the expense of the latter party.
11. For any other exclusions of guarantee ad compensation claims, the Client must submit a written notice to ECOwind of any omisions of delivered goods, divergences from the orders and malfunctions or any other divergences within at most 48 hours of the delivery of the goods or recognition of malfunctions.
The guarantee deadlines 6 months. Defects covered by the guarantee shall be remedied by ECOwind either by correction or replacement at its discretion. A claim to conversion or a proce reduction shall be excluded by mutual agreement.
Liability shall be excluded for minor negligence, consequential damages and lost earnings.
12. 1130 Wien shall be the exclusive place of performance a payment, with the parties agreeing that the Regional Court of St. Pölten shall have substantive jurisdiction, pursuant to § 104 of the Law on Court Jurisdiction (JN).