General Terms and Conditions / B2B

YOU LOOK PERFECT Owner Sandra Milacher

Abtsdorf 170

A-4864 Attersee

Tel. +43-660-1464437

These terms and conditions apply exclusively between merchants (B2B), not for end customers.

1. validity

1.1. The following terms and conditions apply to all delivery transactions of Sandra Milacher - hereinafter always referred to as the seller. They shall be deemed to have been recognized as legally binding by the Buyer upon placement of an order.

1.2. The deliveries, services and offers of the seller are made exclusively on the basis of these terms and conditions.

1.3. We do not recognize any terms and conditions of the buyer that conflict with or deviate from our terms and conditions unless we have expressly agreed to their validity.

1.4. These Terms and Conditions shall also apply as a framework agreement for all further legal transactions between the contracting parties.

2. offer/conclusion of contract

2.1. All offers are always subject to change and non-binding.

2.2. Unless expressly stated otherwise, all prices quoted by us are exclusive of VAT. All prices are quoted ex Seller's registered office or ex Seller's manufacturing plant, including packaging and shipping costs.

2.3. The Buyer's order constitutes a contractual offer to the Seller to which the Buyer remains bound for three months. The contract shall only be deemed concluded upon actual delivery and payment.

2.4. If individual items of the order cannot be delivered for whatever reason, the Seller reserves the right to accept the order only with regard to the remaining items. The buyer remains bound to the remaining order and cannot withdraw from the order due to individual items not being available.

2.5. All verbal information and agreements must be confirmed in writing in order to be binding on the Seller.

2.6. The Seller may correct obvious calculation or spelling errors in offers, order confirmations, delivery bills and invoices at any time.

3. delivery/ transfer of risk

3.1. The goods shall be delivered from the Seller's registered office or the Seller's manufacturing plant. The place of performance for all services arising from the delivery contract is A-4864 Attersee.

3.2. Fixed-date transactions shall not be concluded. The agreed delivery deadline shall be deemed to have been met if the goods to be delivered have been dispatched by the expiry of the deadline or - if the Buyer is to collect the goods - if the Buyer has been notified that the goods are ready for dispatch.

3.3. As a matter of principle, commission transactions are not carried out. Unless there is a written declaration to the contrary.

3.4. The seller may make partial deliveries. Sorted and, in the case of combinations, saleable partial shipments must be made promptly and must be announced in advance. Unsorted shipments are only permitted with the Buyer's consent.

3.5. The seller shall bear the shipping costs within the EU. Deliveries to Switzerland and Liechtenstein are free of charge and duty paid, but exclude import sales tax. Deliveries to all other third countries are free of charge, but duty unpaid. A shipping notification can be agreed. The goods are to be shipped uninsured. If the buyer wishes insurance, the costs for this shall be borne by the buyer.

3.6. The risk shall pass to the Buyer when the goods are handed over to the Buyer, post office, forwarding agent, carrier or another person/company designated for shipment - at the latest, however, when the goods leave the warehouse.

3.7. In the event that collection of the goods by the Buyer has been agreed, the Buyer shall be obliged to accept the goods within 10 days of notification of readiness for collection, otherwise the consequences of default shall apply accordingly. In the event of default of acceptance, delivery shall be deemed to have taken place on the day on which the buyer should have collected or accepted the goods. The risk is transferred to the buyer at the time of readiness for dispatch. In this case, the Seller is entitled to store the delivery item at its own discretion at the expense and risk of the Buyer and to demand immediate payment of the price.

3.8. In the event of force majeure, strikes and other extraordinary events that make delivery within the agreed delivery period significantly more difficult or impossible, the delivery or acceptance period shall be extended by the duration of the hindrance without further ado. The Seller shall inform the Buyer immediately of the occurrence of such events as soon as it is foreseeable that the delivery or acceptance deadline cannot be met. The Seller shall be entitled - without liability for damages or other liability towards the Buyer - to withdraw from the contract insofar as it has not yet been fulfilled.

3.9. After expiry of the delivery period, a subsequent delivery period of twelve calendar days shall commence without declaration. The Buyer may only withdraw from the contract - limited to the part of the delivery obligation that has not yet been fulfilled - if it notifies the Seller in writing after the delay in delivery has occurred that it will refuse to fulfill the contract after a grace period of 12 calendar days has expired without result. In this case, the Buyer shall only be entitled to damages for non-performance (instead of exercising the right of withdrawal) if the Seller or its vicarious agents have caused the delay in delivery intentionally or through gross negligence.

4 Warranty

4.1. Warranty claims shall only exist if the goods are carefully inspected by the Buyer immediately upon receipt. The Buyer undertakes to notify the Seller in writing of all defects and complaints within 8 days at the latest. If the notification of defects is not made in due time, the goods shall be deemed approved.

4.2. Warranty rights do not exist if the buyer has made or commissioned unauthorized changes to the delivered goods.

4.3. Customary or minor, unavoidable deviations in quality, color, shape, equipment or design may not be objected to.

4.4. In the event of material defects, the seller shall be entitled to rectify the defect or deliver defect-free replacement goods after receiving the goods back. The return of goods is only permitted if the seller has consented to this. The seller shall bear the shipping costs for this.

4.5. Instead of replacing the defective goods, the Seller may, at its own discretion, also carry out an appropriate price reduction. If the repair or subsequent delivery fails and there is no interest in a price reduction, the Buyer may withdraw from the purchase - only with regard to the unfulfilled part of the delivery. Withdrawal from the entire delivery is not possible.

4.6. This shall also apply in the event of partial impossibility.

4.7. The prerequisite for a warranty obligation is the timely fulfillment of all obligations assumed by the buyer, in particular the payment obligation. In the event of default of payment by the Buyer, the warranty claim shall lapse.

4.8. The Buyer must assert warranty claims in court within six months of handover/takeover of the goods.

4.9. In any case, the buyer shall bear the burden of proof that defects existed at the time of handover/delivery to the buyer.

5. return of goods

If the buyer is not entitled to the return of goods, goods will only be returned with the written consent of the seller, whereby a credit note will be issued for goods in their original packaging and undamaged in the amount of the invoiced price. Costs incurred by the seller for necessary reconditioning and repackaging as well as any transportation costs shall be deducted from the amount credited.

6 Liability

6.1. The Buyer shall only be entitled to compensation for damages or loss of profit if the Seller is guilty of gross negligence or intent. The compensation to be paid by the seller is limited to a maximum of 100% of the delivery value and to the damage. In the event of a delay in delivery, compensation shall be limited to a maximum of 0.5% of the delivery value for each completed week of delay.

6.2. The burden of proof for defects and damages shall in any case be borne by the buyer.

7. product liability

Recourse claims within the meaning of §12 PHG are excluded, unless the party entitled to recourse proves that the defect was caused in our sphere and was at least due to gross negligence.

8 Terms of payment

8.1. The invoice shall be issued on the day of delivery or provision of the goods. Any postponement of the due date (value date) is excluded, unless otherwise agreed.

8.2 Within the EU, the following applies (assuming a positive credit rating): the invoice amount can be paid within 10 days of the invoice date with a 4% discount or within 30 days without discount. Default occurs from the 31st day. Other terms of payment must be agreed in writing. Outside the EU, advance payment shall apply unless otherwise agreed.

8.3. In the case of a SEPA transfer to € from the EU, Switzerland and Liechtenstein, the seller shall bear any bank charges. Payments from non-EU countries must be made free of charge to the seller in € and must be recorded in writing.

8.4. Only bank transfers to the account specified by the seller or cash will be accepted. Bills of exchange and checks are only accepted on account of payment and only with prior written agreement.

8.5. Payments shall always be used to settle the oldest debt items due plus the default interest accrued thereon.

8.6. The timeliness of the payment shall be determined by the final credit entry on the Seller's account.

8.7. The Buyer may not withhold payment due to alleged claims, such as warranty claims.

9. default of payment/loss of deadline

9.1. The Seller shall not be obliged to make any further deliveries under current supply contracts before full payment of invoice amounts due, including interest. In the case of payments after the due date, interest shall be charged at a rate of 8 percentage points above the base interest rate in accordance with §352 UGB.

9.2. The right to claim damages for default remains reserved.

9.3. In the event of a significant deterioration in financial circumstances, such as imminent insolvency or default in payment, the Seller may refuse to perform its obligations under all delivery contracts based on the same legal relationship or withdraw from these delivery contracts after setting a grace period of 12 calendar days. §Section 119 InsO remains unaffected.

9.4. A deadline is lost if the customer is more than 8 days in arrears with even a partial payment, despite a reminder having been sent. In the event of a missed deadline, the seller is entitled to withdraw from the contract immediately and the customer is liable for all resulting damages.

9.5. If there is a risk that the payment claim cannot be fulfilled due to a deterioration in the Buyer's financial circumstances that has occurred or become known after conclusion of the contract, the Seller may demand advance payment and/or immediate payment of all outstanding invoices, including those not yet due, withhold goods not yet delivered and cease further work on current orders. The Seller shall also have these rights if the Buyer fails to make payment despite a reminder.

9.6. In such cases, the Seller is entitled to reclaim goods that have already been delivered but not yet paid for.

10 Retention of title

10.1. All goods shall be delivered by us subject to retention of title and shall remain our property until all claims have been settled in full.

10.2. The buyer may only sell the delivered goods in the course of his ordinary business operations. The sale shall be subject to the condition and prerequisite that the Buyer resells the goods only to branches of its group and to companies affiliated with the group or to end consumers.

10.3. The Buyer may not give away, pledge or assign as security the goods delivered to him subject to retention of title.

10.4. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared. If goods are taken back, we shall be entitled to charge any transportation and handling costs incurred. In the event of seizure of the reserved goods by third parties - in particular by way of attachment - the customer undertakes to draw attention to our ownership and to notify us immediately.

10.5. If the value of the security existing for the seller exceeds the seller's total claims by more than 10%, the seller shall be obliged to release securities of his choice at the buyer's request.

10.6. The Buyer shall store the reserved goods for the Seller free of charge. He shall insure them against the usual risks, such as fire, theft and water, to the customary extent. The Buyer hereby assigns to the Seller its claims for compensation to which it is entitled against insurance companies or other parties liable for compensation arising from damage of the above-mentioned type, in the amount of the invoice value of the goods. The seller accepts the assignment.

11 Contractual penalty

The buyer undertakes to pay a contractual penalty in the amount of Euro 5,000:

  • for each case of resale of the goods to unauthorized branches or third parties without or contrary to the contractual agreements [See point 10.(2)].
  • for each case of other, non-contractual resale, e.g. in the case of unauthorized clearance sales and/or in branches and/or sales outlets not specified when the order was placed.

12. data protection

12.1. The Buyer agrees that the personal data contained in the purchase contract may be stored and processed automatically by the Seller in fulfillment of this contract. The Buyer is obliged to inform the Seller of any changes to its business address as long as the legal transaction that is the subject of the contract has not been completely fulfilled by both parties. If the notification is omitted, declarations shall be deemed to have been received even if they are sent to the last known address.

12.2. Plans, sketches or other documents as well as samples, catalogs, brochures, illustrations and the like shall always remain our intellectual property; the Buyer shall not be granted any rights of use or exploitation whatsoever.

13. right of retention and offsetting

The right of retention and the right of set-off are excluded.

14. other provisions

The rights of the buyer arising from the purchase contract cannot be transferred.

All agreements, subsequent amendments, supplements, collateral agreements, etc. must be made in writing in order to be valid.

15. choice of law / place of jurisdiction

15.1. The place of performance for both parties to the contract is A-4864 Attersee.

15.2. The court language is German.

15.3. The contract language is German.

15.4. Austrian law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly excluded.

15.5. The place of jurisdiction for all disputes between the buyer and the seller is the court with subject-matter jurisdiction for 4864 Attersee (Vöcklabruck District Court, Wels Regional Court).

16 Legal validity

The possible, even partial, invalidity of individual aforementioned conditions does not limit the validity of the remaining parts.

Status 19.01.2024