If no special terms and conditions are agreed in the contract or if such terms and conditions are incomplete, the TRADING TERMS of the EXCHANGE FOR AGRICULTURAL PRODUCTS IN VIENNA as amended shall apply. International sale of goods: Exclusively Austrian laws shall apply. The UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply. If individual provisions of these terms and conditions become ineffective, the validity of the other provisions shall not be affected.
The PURCHASE CONTRACT is concluded subject to the unimpaired creditworthiness of the purchaser. Unsatisfactory information, deterioration of the assets of the purchaser and other circumstances becoming known after the conclusion of the contract which result in the granting of credit without coverage no longer being deemed appropriate in the opinion of the seller shall entitle the seller to rescind the contract without fixing a period of time or to claim advance payment or the provision of a security at the seller’s option.
DEFAULT OF PAYMENT: If the term of payment is exceeded, default interest amounting to 8% p.a. above the respectively valid base lending rate of the AUSTRIAN CENTRAL BANK shall be charged.
The purchaser shall not be entitled to retain the purchase sum, to offset with possible counterclaims or to make any deductions whatsoever.
WARRANTY and LIABILITY: Complaints concerning the weight and quality defects are to be notified immediately after arrival of the goods in writing, or else all claims shall be lost. Samples of the goods complained about are to be taken in agreement with the seller pursuant to the trading terms of the exchange. If the goods do not meet the contractual conditions and if no agreement can be reached regarding a remuneration for reduced value, the goods are to be taken over at the REDUCED VALUE determined by an EXPERT'S OPINION and/or by the ARBITRAL TRIBUNAL of the EXCHANGE FOR AGRICULTURAL PRODUCTS IN VIENNA, unless the stock exchange decides to REJECT THE GOODS. In the case of UNUSABILITY of the goods supplied, such goods are to be taken back by the seller against refund of the purchase price. Any liability whatsoever for damages of any kind vis-à-vis DELFINER Ges.m.b.H. under the Austrian Product Liability Act, Austrian Federal Law Gazette 99/1988 shall be expressly excluded.
Extended and prolonged RESERVATION OF OWNERSHIP: The delivery takes place subject to the reservation of ownership.
The goods shall remain the property of the seller until complete payment of all receivables under the business relationship, also the ones arising in future. In the case of current account, the RESERVATION OF OWNERSHIP shall be deemed as security for the respective balance due.
As long as the goods supplied are the property of the seller, they are to be insured by the purchaser against loss and reduction of value, against the risks of fire, theft and transport and water damage. The purchaser shall be liable towards the seller for any kind of reduction of value suffered by the goods supplied.
The acquisition of ownership regarding the reserved goods by the purchaser in the case of processing into a new thing shall be excluded. A possible processing by the purchaser shall take place for the seller. The processed goods shall continue to be subject to the reservation of ownership in the amount of the reserved goods. The same shall apply mutatis mutandis to new items created by processing or combining of the reserved goods with other goods not belonging to the seller, subject to the provision that the seller acquires the co-ownership in the new item in the proportion of the value of the reserved goods.
The purchaser assigns to the seller in advance all receivables upon their origination which arise for the seller from the resale of the reserved goods and/or the goods in which the seller acquired a co-ownership. The assignment of the receivable shall only be valid in the amount of the value of the reserved goods.
The purchaser shall be entitled to process and resell the reserved goods subject to the provisions above. The purchaser shall not be entitled to dispose of the reserved goods otherwise, in particular by pledging them or transferring them to third parties by way of security. The purchaser shall acquire any bills of exchange received by the purchaser for the reserved goods only as agent of the seller, subject to the provision that the seller immediately becomes the owner of the bill of exchange and the purchaser merely is to hold it as safekeeper for the seller.
Despite the assignment, the purchaser is entitled to collect the receivables from the resale until revocation. Upon revocation, this right shall pass to the seller also if the purchaser becomes insolvent. The purchaser is obliged to inform the seller upon request about the debtors of the receivables assigned together with a list of the quantities supplied to them, to notify the debtors of the assignment and to submit a list of the quantities still held on stock by the purchaser.
If third parties access the goods owned or co-owned by the seller or the receivables assigned to the seller, the purchaser shall be obliged to protect the seller's right and to inform the seller of such access immediately in writing.
The seller shall be entitled to take back the reserved goods at the expense of the purchaser without this constituting a rescission of the contract if the purchaser does not comply with the agreed terms of payment, does not pay default interest after receiving a reminder, makes unauthorised deductions or provides the reserved goods to third parties as security. In these cases, the purchaser shall be obliged to surrender the reserved goods. The purchaser expressly acknowledges this reservation of ownership as being effective.
A CONTRACT only shall be deemed to take legal effect if the acceptance is confirmed in writing and with the company’s legally binding signature by DELFINER GmbH. Any conclusion shall be deemed as approved in all parts unless an objection is raised in writing within 24 hours after receipt of the contract note.
Any reliance on oral agreements and promises not included in this contract note shall be invalid and inadmissible. Unilateral corrections and/or supplements to the contract note made subsequently shall not have any legal effect.
JURISDICTION OF THE ARBITRAL TRIBUNAL OF THE EXCHANGE: The jurisdiction of the arbitral tribunal of the EXCHANGE FOR AGRICULTURAL PRODUCTS IN VIENNA documented in the contract note shall also apply to transactions in all negotiable instruments of this exchange to be concluded before the end of the subsequent calendar year. However, the effectiveness of this agreement may be unilaterally revoked in writing at any time for other transactions to be concluded.