General Terms and Conditions
for the Sale via Internet
THESE TERMS AND CONDITIONS APPLY TO ANY PURCHASE FROM AVL LIST GMBH, GRAZ, AUSTRIA, RESULTING FROM AN INTERNET SALE ORDER. IN ADDITION THE PROVISIONS OF A SEPERATE AGREEMENT ("Separate Agreement") WHICH MAY BE CONCLUDED WITH AVL (e.g. Basic Agreement, Purchase Agreement, License Agreement,..) SHALL APPLY.
These terms and conditions are subject to change without prior written notice in AVL´s sole discretion.
1.1 Offers by AVL are not binding.
1.2 Specifications and quotes in catalogues, brochures, etc., on the AVL website are only binding if expressly referred to in the order confirmation.
1.3 The offer or project documentation must neither be reproduced nor disclosed to third parties without AVL´s consent. The documentation remains AVL´s property and must be returned upon request.
2. Registration and Order Procedure for sales via Internet
2.1 Detailed information how to get access to AVL online services and how to place a legally binding order will be part of the Separate Agreement . This agreement will also comprise information how documents are delivered (e.g. password, order confirmation, invoice,..), the definition of prices as well as payment and delivery conditions.
2.2 In case no Separate Agreement exists equivalent information is stated on the website of each individual AVL online service.
2.3 AVL´s order confirmation and invoice shall be deemed to be properly given if:
a) the customer has received said documents either by e-mail (pdf-document), registered mail or fax, or
b) AVL has made available said documents on the AVL website.
3. Customer's responsibilities
3.1 In order to provide a smooth communication flow between the customer and AVL the customer is obliged to:
a) provide AVL with true and accurate information during the registration process (e.g. company name, address, e-mail address, telephone number, credit card number and expiry date).
b) inform AVL immediately about any changes in the information mentioned above.
c) ensure that messages can be transmitted to his e-mail address and that such messages can be received and read at any time during normal business hours.
d) maintain the confidentiality of his password and ID (username).
The customer is fully responsible for all activities that occur under his password or username and he accepts that username and password are strictly bound to the company stated in the registration.
3.2 AVL reserves all rights in the event of violation of any obligations according to paragraph 3.1.d). AVL will take criminal and civil legal actions in the event of such violations.
3.3 In the event that the customer submits wrong data or does not inform AVL immediately about any changes, especially of his e-mail address, AVL has the right to rescind the contract according to paragraph 10.
4.1 Prices are defined in the Separate Agreement or on the website of each individual AVL online service.
4.2 If an order should differ from the offer, AVL reserves the right to change prices accordingly.
4.3 Prices are based on the material and labour costs valid at the time of the first offer. Any changes to these costs prior to the date of delivery entitle AVL to change prices accordingly.
5. Delivery and Dispatch
5.1 Special delivery and dispatch conditions are defined in the Separate Agreement or on the website of each individual AVL online service.
5.2 Unless otherwise agreed in writing delivery periods do not run before the date of the order confirmation, and are deemed to be fulfilled when the goods are dispatched from AVL's factory or warehouse.
5.3 Unless otherwise agreed in writing any governmental or other permits required for delivery in the customer's country will delay, unless produced in time, delivery dates. The customer is responsible to obtain these permits in the country of delivery.
5.4 Terms and obligations of delivery are suspended as long as the customer's payments are in arrear.
5.5 AVL is entitled to carry out and invoice partial or preliminary shipments.
5.6 The agreed delivery periods are subject to force majeure, or unforeseen events or events beyond the control of AVL, such as war, Acts of God, governmental interventions and bans, energy and raw material shortages, strikes, transport damages or delays. These events entitle AVL to extend the time of delivery, also if they affect any of its sub-suppliers.
5.7 Compensation for delays in delivery shall be payable only upon separate agreement, and shall be limited to an eventual penalty stipulated by the parties, even if delays are caused by AVL's negligence.
6. Performance of Contract and Transfer of Risk
6.1 Unless otherwise agreed in writing costs and all risks are transferred to the customer at the time of dispatch of the goods from AVL's factory or warehouse. This also applies in case of installations at the customer's premises and transport by AVL.
6.2 If delivery is delayed by the customer, transfer of costs and risk shall become effective when the goods are ready for dispatch. In this case the delivery shall be considered as performed.
6.3 All periods depending on AVL's performance of contract run from the dates specified in this section, irrespective of any quality tests or trial runs.
7.1 Customer's special payment conditions are defined in the Separate Agreement or on the website of each individual AVL online service.
7.2 In case payment by credit card is agreed upon, AVL offers the use of a secure server software. The secure server software (SSL) encrypts all customer information before this information is sent to the credit card company in order to check the validity of the customer's credit card.
The customer's credit card information will only be used in conjunction with payments and will neither be stored nor processed for any other purpose. Further information on privacy issues are provided in the AVL Privacy Statement on AVL's website.
7.3 Partial invoices are due immediately upon receipt. This also applies to payments which have to be made for additional performances, beyond the initial terms of contract, regardless of the conditions of payment applicable to the main performance.
7.4 Unless otherwise agreed in writing payment shall be made without any deduction in the agreed currency to AVL's bank. Bills of exchange shall be accepted on account only, and all connected expenses shall be charged to the customer's account.
7.5 The customer shall not be entitled to withhold or reduce any payments due because of warranty or compensation claims.
7.6 In case of delayed payment AVL is entitled either
a) to postpone its own obligations (including such resulting from other orders) until receipt of the payments due,
b) to fix a due date for all outstanding payments (cancellation of periods of payment),
c) to charge, from maturity, interest at the current EURIBOR (12 M) plus 2,5 per cent per year or
d) to rescind the contract if the customer fails to pay within a reasonable period of grace.
7.7 Until the customer has fulfilled all financial obligations, the goods supplied shall remain AVL's property. The customer is obliged to meet all legal requirements in order to safeguard AVL's property or security interest. In case of attachment or other kinds of seizure the customer shall evidence AVL's title and notify the latter immediately.
8.1 Unless otherwise agreed in writing the warranty period shall be six months from the date of transfer of risk as stated in paragraph 6.1, regardless of the legal qualification of goods delivered or works performed.
8.2 Claims will be accepted only if AVL is immediately notified of the defect in writing.
THEY ARE RESTRICTED TO THE REPAIR AND REPLACEMENT OF THE DEFECTIVE GOODS. ALL OTHER COSTS ARE TO BE BORNE BY THE CUSTOMER. AVL SHALL NOT BE LIABLE FOR ANY FURTHER (CONSEQUENTIAL) DAMAGES.
8.3 Defects which are due to abuse, misapplication, failure to follow the instructions for use, warnings, safety or other regulations provided by AVL, improper or prolonged storage or other mistakes on the customer's part, are excluded from the warranty. In case of products which have been produced at the customer's order or according to his instructions or formulae, warranty will only cover the proper production of the goods.
Normal wear will not be covered under warranty.
8.4 AVL's warranty obligations cease if any changes or repairs are caused by the customer or a third person without AVL's prior written consent. The performance of a warranty obligation does not prolong the original warranty period.
9.1 AVL's liability according to the Product Liability Act is excluded, if specific provisions regarding the handling of the products, instructions for their use and/or warning and safety regulations as specified by AVL have not been observed.
9.2 Outside the scope of the Product Liability Act DAMAGES SHALL BE COMPENSATED ONLY IF AVL IS HELD RESPONSIBLE FOR INTENT OR GROSS NEGLIGENCE. IN THIS CASE, HOWEVER, CLAIMS ARE LIMITED TO PERSONAL INJURY AND MATERIAL DAMAGE RESULTING DIRECTLY FROM A DEFECT IN THE PRODUCTS. ALL OTHER CLAIMS, SUCH AS CONSEQUENTIAL LOSS OF PROPERTY OR PROFIT ARE EXPLICITELY EXCLUDED.
Claims must be made in writing within a period of six months from the date of occurrence of the damage, but not later than two years from the date of delivery, otherwise they are forfeited.
9.3 AVL is not liable for fitness of particular purpose, for performances executed by third parties, or any loss or damage arising from the customer's failure to comply with the requirements according to paragraph 3.1.d).
9.4 In no event will AVL be liable to the customer or anyone else for any distortion, alteration or protection of confidentiality of data during e-mail transmission.
9.5 The customer is liable to subject his customers to the limitations of liability contained in this paragraph.
10. Rescission of Contract
10.1 The customer can rescind the contract if delivery is delayed more than 60 days because of gross negligence of AVL and despite a reasonable period of grace granted in writing.
10.2 Apart from the cases of the customer's failure to provide true information according to paragraph 3.1 and delayed payment according to paragraph 7.6.d) AVL can rescind the contract if
a) delivery or performance becomes impossible for reasons attributable to the customer, or is delayed beyond a reasonable period of grace established in writing;
b) the customer's financial situation has worsened notably after ordering the products, and he is not prepared to pay in advance, nor to provide sufficient security.
Such rescission of contract shall also be permissible if only parts of the delivery or performance, which are still to be fulfilled, are affected.
10.3 In case that, due to events indicated in paragraph 5.6, the agreed delivery times are delayed by more than one half of the period, but at least six months, either party shall be entitled to rescind the contract with respect to those parts of the delivery or performance which have still to be fulfilled.
10.4 If bankruptcy proceedings are instituted against either party's assets, or these proceedings are not instituted because of insufficient assets, the other party may rescind the contract with immediate effect.
10.5 In case of rescission of contract for other reasons than those stated in 10.1 all performances or parts thereof which have already been fulfilled by AVL, shall be settled and paid according to the contractual provisions, notwithstanding AVL's claims for damages. This also applies to deliveries and performances not yet accepted by the customer as well as to any preparatory work undertaken by AVL.
Alternatively, AVL is entitled to claim the restitution of products already delivered.
Any other consequences resulting from a rescission of contract are excluded.
11. Patent Rights, Copyright
11.1 In the event a product is produced according to the customer's construction, drawings or specifications, the customer has to keep AVL harmless and indemnified for any infringement of patent rights of third parties.
11.2 All technical documents, in particular plans, drawings, technical descriptions, as well as catalogues, brochures, pictures or models etc. are AVL's exclusive property and are subject to legal and statutory restrictions on copy, reproduction, competitive use etc. Paragraph 1.3 also applies to such documents.
12. Place of Jurisdiction, Applicable Law
12.1 In case of controversies arising from the contract the venue of legal proceedings shall be the Austrian tribunal at AVL's registered place of business. AVL shall, however, also be entitled to take action before a competent tribunal at the customer's place of business.
12.2 The contract shall be construed and interpreted according to the substantive laws of Austria. It is mutually agreed that the UNCITRAL Agreement of the United Nations on the law of international sales of goods does not apply.