General Terms and Conditions

1. Scope of Application

The following General Terms and Conditions ("GTC") apply exclusively to all legal transactions concluded with ERS Vertriebs GmbH ("ERS"). Our contractual partner agrees that, in case of conflicting general terms and conditions, our terms shall prevail, even if the contractual partner’s terms remain undisputed.
At the latest, these terms are deemed accepted upon receipt of our goods. These GTC also apply to all future contractual agreements and business relationships, even if they are not explicitly referenced again. They remain valid until new GTC are agreed upon.

2. Offer

Our offers are non-binding and subject to change. Offer and project documents may not be reproduced or made accessible to third parties without our consent. They may be reclaimed by us at any time and must be returned immediately if the order is placed elsewhere.

3. Conclusion of Contract

The contract is deemed concluded when ERS sends a written order confirmation or dispatches the delivery after receiving an order. Information contained in catalogs, brochures, and similar materials, as well as other written or verbal statements, are only binding if explicitly referred to in the order confirmation. Any subsequent changes or additions to the contract require written confirmation to be valid.

4. Prices

Unless otherwise agreed, prices are quoted ex-warehouse, exclusive of VAT, returns, and proper disposal. Prices are based on costs at the time of the initial price quotation. If costs increase by the time of delivery, ERS is entitled to adjust prices accordingly. Any fees, taxes, or other charges related to the delivery shall be borne by the buyer.
Goods are invoiced at the prices valid on the day of delivery. If delivery includes transportation, it will be charged separately unless otherwise agreed and does not include unloading or carrying. Packaging is only taken back upon explicit agreement. If an order deviates from the original total offer, ERS reserves the right to adjust prices accordingly.

5. Delivery

Delivery times are given to the best of our judgment but are always non-binding. The delivery period starts from the date of order confirmation, provided all technical, commercial, and other obligations of the buyer have been fulfilled, and the agreed advance payments and securities have been provided. If these conditions are not met or advance payments or securities are not provided, the delivery period will be extended accordingly.
The delivery period may also be extended due to circumstances beyond our control, such as force majeure, armed conflicts, unforeseen operational disruptions, official interventions and prohibitions, transport and customs delays, transport damages, shortages of energy and raw materials, labor disputes, and failure of key suppliers. ERS is entitled to make partial deliveries at any time.

6. Transfer of Risk and Place of Performance

Use and risk pass to the buyer upon dispatch of the goods from the factory or warehouse, regardless of the agreed pricing conditions. This also applies if delivery includes installation or if ERS carries out or organizes the transport. Any losses or damages occurring during transport must be recorded upon receipt of the goods or freight documents and reported in writing within 5 days. Complaints made later will not be considered.

7. Payment

Invoices are due for payment in full, without deduction, by the due date stated on the invoice, irrespective of the receipt of goods or services. ERS reserves the right to require cash payment or advance payment in individual cases without providing reasons. Payments must be made in the agreed currency, free of charge, to ERS’s payment office. Payments are considered made on the day ERS has access to the funds.
The buyer is not entitled to withhold or offset payments due to warranty claims or other counterclaims. If the buyer defaults on an agreed payment or other obligation, ERS may:
a) Suspend its own obligations until payment is made and extend the delivery period accordingly.
b) Declare all outstanding claims due and charge default interest of 5% per month plus VAT from the due date, unless ERS can prove higher costs. ERS is also entitled to charge pre-litigation costs, particularly reminder fees and legal expenses.

8. Retention of Title

We retain ownership of all delivered goods until full payment of the invoice amount, including interest and costs. The buyer assigns to us any claims from the resale of goods subject to retention of title, even if they have been processed, modified, or mixed, and undertakes to record this in their accounts or invoices. Upon request, the buyer must disclose the assigned claims and their debtors and provide all necessary information and documents for collection, as well as notify the third-party debtor of the assignment. In the event of seizure or other claims, the buyer must assert our ownership rights and inform us immediately.

9. Warranty

ERS undertakes, subject to compliance with the agreed payment terms, to rectify any defect impairing functionality that exists at the time of transfer and is due to design, material, or workmanship errors, under the following conditions:
Warranty claims must be made in writing within 10 days of the defect’s occurrence. The buyer must provide proof of the defect immediately and make all relevant documentation available. Warranty claims may be settled at ERS’s discretion through repair, replacement, or price reduction. All costs associated with defect rectification (e.g., removal, transportation, disposal, travel) shall be borne by the buyer.
Warranty claims are excluded in cases of improper installation, overuse, negligence, use of unsuitable materials, third-party actions, lightning strikes, overvoltage, chemical influences, and natural wear. If the buyer or an unauthorized third party modifies or repairs the goods, the warranty expires. The warranty period is 12 months from the date of risk transfer.

10. Withdrawal from Contract

ERS is entitled to withdraw from the contract in the following cases:
a) If performance becomes impossible or is delayed due to reasons attributable to the buyer.
b) If there are justified concerns regarding the buyer’s solvency and the buyer fails to provide prepayment or security upon request.
c) If the delivery period is extended by more than half of the originally agreed period, but at least 6 months, due to force majeure.
If insolvency proceedings are initiated against a party, the other party may withdraw from the contract without notice.

11. Liability

ERS is liable for damages outside the scope of the Product Liability Act only in cases of proven intent or gross negligence. Liability for slight negligence, consequential damages, lost profits, and claims from third parties is excluded. In any case, ERS’s liability is limited to €100,000 per claim.

12. Returns

There is no general right to return goods. If ERS explicitly agrees to a return, only original, unused, and undamaged goods will be accepted. Special orders and damaged or soiled goods will not be accepted. The return is considered completed once the goods arrive at ERS’s warehouse.

13. Intellectual Property Rights

Documents such as plans, sketches, and technical drawings remain ERS’s intellectual property and may not be copied or shared without written permission. No intellectual property rights are transferred to the buyer, even if they contribute to development costs.

14. Quality Information

Technical details, dimensions, and weights are approximate and not binding. ERS reserves the right to make changes without prior notice.

15. Data Protection

Personal data is processed confidentially for contract fulfillment and marketing purposes. The buyer may object to the use of their data for advertising at any time.

16. General Provisions

If any provision of the contract is found invalid, the remaining provisions remain unaffected.

17. Jurisdiction and Applicable Law

The competent court at ERS’s headquarters has exclusive jurisdiction for all disputes. Austrian law applies, excluding the UN Sales Convention.