I. Validity of the General Terms and Conditions of Delivery and Sales
All current and future business transactions with RUBBLE MASTER HMH GmbH, Im Südpark 196, 4030 Linz, FN 316865 d, (referred to hereinafter as the “Supplier”), shall be governed exclusively by the following General Terms and Conditions of Delivery and Sales. These terms shall also apply to all future transactions, even if not explicitly referenced, and cover all products and services provided by the Supplier (referred to hereinafter as "RM Products").
These General Terms and Conditions of Delivery and Sales of the Supplier are primarily intended to govern legal transactions between companies. If, in exceptional cases, they are also applied to legal transactions with consumers in accordance with Section 1 of the Austrian Consumer Protection Act (KSchG), they shall only apply to the extent that they do not conflict with the provisions of the first main section of the Consumer Protection Act.
Any contractual clauses that deviate from or supplement these General Terms and Conditions of Delivery and Sales - in particular, the procurement terms and conditions of the Client (referred to hereinafter as the “Client”) – shall not be recognized and will only apply if explicitly agreed upon in writing by the Supplier. This remains the case even if the Supplier, being aware of such deviating or supplementary terms, proceeds with delivery to the Client without reservation.
II. Proposals and Cost estimates
All proposals and (cost) estimates, as well as technical descriptions in brochures, advertisements, or on the Supplier's website, are non-binding and serve solely as a basis for compiling a proposal. The Supplier assumes no responsibility for the accuracy of the cost estimate.
The Supplier's proposals are always submitted in writing and are non-binding. Offers and cost estimates are generally provided free of charge; however, the Supplier reserves the right to charge an appropriate fee for offers or cost estimates if no order for RM Products is subsequently placed.
A contract for RM Products is not considered valid until the Supplier has issued a written order acknowledgement or the ordered RM Products have been delivered. Any amendments, additions or ancillary agreements also require the Supplier's written confirmation.
Order acknowledgements sent by the Supplier must be immediately reviewed by the Client and signed and returned to the Supplier within 7 days of receipt. If no written objection is received within 7 days of delivery, the order acknowledgement is deemed correct and complete, even if has not been signed and returned.
III. Prices and Payment Terms
Unless explicitly agreed otherwise, the Supplier’s prices are quoted in EUR, net, delivery Ex works (Supplier’s address), excluding packaging, loading, discounts, and statutory VAT, plus any price increases resulting from higher manufacturing costs (e.g., material costs, wages, overheads, etc.) between the order date and delivery. If the price lists of the Supplier change between order date and delivery, the prices valid on the delivery date shall apply, provided that the Supplier is not responsible for any delay in delivery.
All additional costs (transport costs, transport insurance costs, loading costs, customs costs, installation and assembly costs, commissioning costs, costs of official permits, other fees, etc.) are borne by the Client, unless agreed otherwise.
Unless agreed otherwise, the purchase price is due for payment immediately upon receipt of the order confirmation, and in any case, before delivery, free of any expenses or deductions.
If the Client defaults on an agreed (partial) payment, the Supplier is entitled to charge default interest in accordance with Section 456 of the Austrian Commercial Code (UGB).
This does not affect the Supplier’s right to claim further damages due to default. Any agreements regarding discounts shall become void as soon as payment or part payment is delayed. In the event of payment default, immediate maturity is agreed, and the Supplier is entitled to withdraw from the contact with immediate effect.
IV. Prohibition of Set-Off and Retention
The Client may only set off claims against the Supplier’s claims if they have been legally established by a court or expressly acknowledged in writing. Otherwise, set-off is excluded.
The Client is not entitled to withhold payments by referring to warranty, guarantee, or compensation claims.
V. Retention of Title
The object of purchase and its component parts remain the sole property of the Supplier (retention of title) until all (payment) obligations of the Client in connection with the respective transaction have been met in full, even if some of the individual component parts payments have already been paid for. If, as a result of processing, the object of purchase becomes part of a new item owned by the Client, the Supplier acquires joint ownership of the new item in proportion to the value of the retained property relative to the value of the new item, until all (payment) obligations of the Client in connection with the respective legal transaction have been fulfilled.
As long as the retention of title exists, any transfer or sale, pledge, security transfer, rental, or other transfer of the object of purchase, in whole or in part, whether for payment or free of charge, is prohibited without the written consent of the Supplier. If the Client fails to meet their payment obligations in whole or in part, or if there is over-indebtedness or cessation of payments, or if an insolvency application has been submitted on the Client's assets, the Supplier is entitled, but not obliged, to repossess the object of purchase and enforce any other rights arising from the retention of title.
The Supplier is entitled, until the satisfaction of all obligations of the Client in connection with the respective legal transaction, to remove and/ or retain components required for the operation of the RM Product, such as the PLC control unit. This right remains valid even after the Client has fulfilled their delivery and performance obligations in accordance with item VII of these terms and conditions. The Client is obligated, until the full satisfaction of all their obligations in connection with the relevant legal transaction, to promptly return the components specified by the Supplier upon first request or to enable the Supplier to remove them without hindrance. The Client is liable for any adverse consequences or damages resulting from the removal of the components, except in cases of intent or gross negligence by the Supplier.
If third parties assert claims to the Supplier's retained ownership, the Client must immediately notify the Supplier by registered letter, provide the Supplier with copies of all related dispositions and protocols and adequately defend the Supplier's retained ownership at their own expense.
During the duration of the retention of title, the object of purchase must be insured by the Client, at the Supplier's request, at the original price against all risks, including but not limited to fire and natural disasters, as well as vandalism and theft. The insurance policies are to be made in favour of the Supplier.
During the period of retention of title, the Client is obliged to keep the object of purchase in good condition and to have any necessary repairs or services carried out immediately, in agreement with the Supplier, except in the case of emergencies, at repair/service workshops approved in writing by the Supplier.
In the event of a resale, pledge, security transfer, rental, or any other transfer of the object of purchase to third parties, during the retention of title, which has been expressly approved by the Supplier, the Client is obliged to inform the third party of the existence of the retention of title and to transfer all obligations under these General Terms and Conditions of Delivery and Sale to the third party.
In the event of resale, the Client hereby assigns all future claims, in particular claims with additional rights, arising from the resale to the Supplier; the Supplier hereby accepts this assignment. However, the Client shall remain entitled to enforce the assigned claims until the Supplier demands disclosure of the assignment. Further assignment of claims by the Client is not permitted.
VI. Right of Withdrawal of the Supplier
The Supplier is entitled to withdraw from the contract for an important reason before the complete fulfilment of all mutual contractual obligations. An important reason exists in particular if insolvency proceedings have been initiated against the Client’s assets or if insolvency proceedings have been dismissed due to the lack of cost-covering assets. If the Client is responsible for causing the Supplier’s withdrawal from the contract, the Supplier is entitled to choose, in addition to claims for reversing the transaction, to either claim a lump sum compensation of 15% of the gross invoice amount or to seek compensation for the actual loss incurred.
VII. Plans, Drawings and other Documentation
Documents made available by the Supplier in physical form or electronically, such as, in particular, offers, proposals, calculations, images, drawings, concepts, plans, photos, samples, and other documents, remain the intellectual property of the Supplier. Any use, especially the transfer, reproduction, and publication by the Client, requires the express written consent of the Supplier.
The Supplier may request the return of documents issued by the Supplier in the event of a contract not being awarded.
VIII. Trademark Protection and CI Guidelines
All graphics, logos, icons, images, or other documents provided by the Supplier to the Client during the course of contract negotiations or fulfilment are protected by copyright and/or trademark law and are expressly owned by or remain the property of the Supplier. The Client is permitted to use the graphics, logos, icons, images or other documentation submitted to them solely within the framework of the Supplier's CI guidelines. The Client is not entitled to license, alter, or rent the graphics, logos, icons, images, or other documents provided.
The Client is not permitted to use any graphics, logos, icons, images, or other documentation related to the Supplier or its products, other than those provided by the Supplier.
IX. Delivery Deadlines and Execution of Services
The delivery deadlines and dates will be adhered to by the Supplier as far as possible. Unless expressly agreed otherwise, they are non-binding and are intended to indicate the forecast time of completion. Any fixed dates set by the Client will not be recognized by the Supplier unless they are expressly confirmed in writing as fixed dates in the order confirmation.
Unless expressly agreed otherwise, delivery periods will begin only after full payment by the Client.
In the event of an agreed change to the respective contract, the Supplier is entitled to unilaterally set a new delivery date.
The Supplier reserves the right to make design and form changes during the delivery period.
Claims by the Client regarding non-fulfilment or delay are excluded, unless such circumstances are not due to intent or gross negligence by the Supplier.
Deliveries and services are generally carried out based on the mode of transport agreed upon between the Supplier and the Client in the underlying order, contract, or other relevant documents, in accordance with Incoterms 2020; this also applies to the transfer of risk related to the packaging and loading of RM Products. Unless otherwise agreed in writing with the Client, deliveries and services will be fulfilled by the Supplier Ex works (EXW) in accordance with Incoterms 2020.
Risk and hazard, including accidental loss, are transferred to the Client upon fulfilment in accordance with the agreed mode of transport in accordance with Incoterms 2020. If the Supplier sets the collection period and the Client exceeds this period, the Supplier may charge the additional costs incurred (such as a handling fee or storage costs). This does not affect the validity of any further claim for damages.
Where, according to the applicable Incoterms 2020, loading of RM Products is to be carried out by the Supplier, the Client must have the proper securing of the load confirmed and released in writing by the Supplier. If the Client does not provide suitable equipment for collecting, and this is apparent to the Supplier, the Supplier is entitled to refuse the loading and charge the costs incurred for making the delivery ready for collection.
If the Supplier is prevented from fulfilling their obligations, in particular delivery and performance obligations, due to an event of force majeure, the Supplier shall be relieved of its obligation for the duration and to the extent that the event of force majeure prevents the fulfilment of the obligation, and all deadlines shall be suspended for this period, without the Client being able to assert any claims as a result. An event of force majeure is an event that the Supplier was unable to avert and makes the fulfilment of its obligations unreasonable, such as, but not limited to, natural disasters, war or civil unrest, pandemics/epidemics, legal orders and prohibitions, sanctions in any form, strike, work stoppages or lockouts, operational disruptions, and other reasons outside of the Supplier's control. This also applies if such events occur with subcontractors or suppliers of the Supplier.
If the force majeure event lasts longer than 6 months, the Supplier is entitled to withdraw from the contract in whole or in part, provided such withdrawal due to a force majeure event does not constitute any obligation to pay compensation.
The Supplier will promptly inform the Client of the occurrence of a force majeure event and, if possible, provide an estimate of its duration and scope as soon as the Supplier becomes aware of it.
X. Warranty
The Supplier provides a warranty solely for expressly warranted properties of its products/services and for characteristics generally expected, but not for the suitability of the products/services for specific purposes of the Client.
For companies, the obligation to report defects applies in accordance with Section 377 of the Austrian Commercial Code. The Client must inspect each delivery and service for visible defects immediately, but no later than 14 days after delivery or performance, and must report any defects in writing in a detailed manner without delay or forfeit their right to claim.
The warranty period for the Supplier's deliveries and performances is 6 months from delivery and begins with the handover of the goods to the Client. Replacement deliveries or repairs do not extend, suspend, or interrupt the warranty period. Claims for recourse in accordance with Section 933b of the of the Austrian Civil Code (ABGB) against the Supplier are excluded. The assertion of defects does not entitle the Client to raise the defence of non-performance of the contract or to alter payment terms.
The Client is required to prove the existence of defects. Section 924 of the Austrian Civil Code (ABGB) does not apply.
The Client is obliged to enable the Supplier to conduct an immediate defect assessment.
The Supplier is entitled to determine the type of warranty (repair, replacement, price reduction, or rescission) at their discretion. The repair will be carried out, at the Supplier’s choice, either at the delivery location or at the Supplier's premises.
The Supplier is not liable for parts not manufactured by the Supplier itself but is willing to assign to the Client any claims it has against the manufacturer for defects.
The warranty period begins upon fulfilment of the contract. The warranty expires upon resale of the purchased item by the Client, if the purchased item has been altered by a third party or through the installation of parts of foreign origin, or if the Client fails to follow the instructions for the handling of the RM Product (manual and machine documentation).
Properties covered by the warranty in accordance with Section 922 (1) of the Austrian Civil Code (ABGB) are only those that are explicitly specified and warranted by the Supplier. Product descriptions, brochures, and the Supplier’s specifications (or those of a third-party manufacturer), etc., do not constitute warranted properties.
For repair work, a warranty is only provided for replaced parts and solely within the scope of the manufacturer's or Supplier's warranty for those parts. No warranty is provided for wear parts and used RM Products unless otherwise agreed in writing.
XI. Manufacturer's Warranty
Unless otherwise agreed in writing, the Supplier provides the Client (and possibly its customers) with a manufacturer's warranty for selected RM Products in addition to the warranty specified in Section X. The scope of this manufacturer's warranty is set out separately in the RM Warranty Terms and Conditions.
XII. Compensation
The Supplier is only liable for compensation in cases of intent or gross negligence. In the event of slight negligence, the Supplier is only liable for personal injury. The Supplier is not liable for indirect damages, lost profits, loss of interest, unclaimed savings, consequential damages, or property damage. The liability of the Supplier expires 6 months after the Client becomes aware of the damage and the party causing it, but in any case, within 3 years from the completion of the service.
The Client is required to prove any fault on the part of the Supplier. The exclusion of liability also applies to claims against the employees, representatives, and agents of the Supplier, for damages caused by them to the Client—without reference to any contract between the Client and them.
If, in any case, a penalty has been agreed upon to the detriment of the Supplier, it is subject to judicial reduction; any claims for damages exceeding the penalty are excluded.
Any legally valid replacement claims of the Client are limited to the value of the order sum (dealer purchase price) of the respective order.
If the Client is a seller, the Client's right of recourse in accordance with Section 12 of the Austrian Product Liability Act (PHG) is explicitly excluded.
XIII. Export control
All deliveries and services under the contract are subject to the condition that no obstacles exist due to national or international export control and sanction laws. The Client is obliged to provide all information and documentation required for export and shipment. Delays caused by export inspections or customers clearance procedures shall suspend delivery and performance deadlines. If the necessary permits are not issued or the delivery and service are not approved, the contract concerning the affected parts shall be considered void.
The Supplier is entitled to terminate the contract without notice if the fulfilment of the contract violates national or international export control and sanction laws. In the event of such termination, the Client is excluded from claiming damages or asserting other rights.
The Client acknowledges that certain deliveries and services provided by the Supplier are subject to national and international export control and sanction laws. The Client undertakes, when transferring RM products to third parties, both domestically and internationally, in particular in the case of re-export (re-exportation), to fully comply with the applicable national and international export control and sanction laws and to obtain all necessary export licenses, approvals, exceptions, permits, notifications, waivers, authorizations, orders, registrations, declarations, or classifications from authorities or other governmental bodies, as required. The Client agrees to provide the Supplier with information or documents on request to verify compliance.
The Client will immediately inform the Supplier of any actual or potential violations of export control or sanction laws related to the RM Products.
“Export control and sanctions laws” refers to all laws, directives, regulations or restrictive measures related to a sanctioned person and/or the import or export of goods, technology, or services, asset freezing, or similar measures enacted and/or administered globally, including, but not limited to, the United Nations, the European Union, the United States of America, the United Kingdom, Japan, or any other country, including, but not limited to, the EU Common Military List, the EU Dual Use Regulation, the US Arms Export Control Act, the US International Traffic in Arms Regulations, the US Export Control Reform Act, the US Export Administration Regulations, the US International Economic Emergency Powers Act and subsequent laws, as well as those enacted and/or administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or any other U.S. government agency, and similar foreign laws.
"Sanctioned person" refers to any natural or legal person worldwide who (i) is listed in the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Commission, in the consolidated list of targeted persons for asset freezing maintained by Her Majesty's Treasury, or in any equivalent list maintained by the competent sanctions authority of an EU Member State, the United Kingdom, Japan, or any other country, or who is listed in the Specially Designated Nationals and Blocked Persons List, Non-Proliferation List, State Sponsors of Terrorism List, Denied Persons List, Entity List, Unverified List, Debarred List, Foreign Terrorist Organization List or on the Foreign Sanctions Evaders List maintained by OFAC, the US Department of Commerce, the US Department of State, the US Bureau of Industry and Security, the US Department of the Treasury, and any other U.S. Government agency; (ii) is a government of a sanctioned territory or part of such a government; (iii) is directly or indirectly owned or controlled by 50% or more by any of the above-mentioned persons; or (iv) is located or organized in a sanctioned territory.
XIV. Challenge for Error
The Client and the Supplier mutually waive the right to challenge any legal transactions due to an error in accordance with Section 871 of the Austrian Civil Code (ABGB).
XV. Consent for Electronic Contact for Advertising Purposes
The Client grants the Supplier the right to contact the Client electronically in order to inform the Client about ongoing activities, upcoming events, new products and current offers using newsletters or other promotional measures. This right can be revoked by the Client at any time informally. Such a revocation does not affect the validity of the other provisions of these General Terms and Conditions.
XVI. Court of Jurisdiction and Applicable Law
For all disputes arising from legal transactions between the Supplier and the Client, including disputes regarding the conclusion, legal validity, modification, and termination of these transactions, the exclusive jurisdiction of the competent court for 4030 Linz, Austria, is agreed upon.
Austrian law shall apply, excluding the conflict-of-law rules of Austrian private international law. The application of the UN Sales Convention (CISG) is excluded.
The language of the contract is German unless otherwise agreed.
If the Supplier provides the Client with a translation of the German version of these General Terms and Conditions, in case of discrepancies, the German version shall prevail.
XVII. Severability clause
Should one or more provisions of these GTC be invalid or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that comes closest to achieving the intended legal purpose of the ineffective clause.
