General Terms & Conditions
These General Terms and Conditions apply to all proposals and quotations submitted by FIANOSTICS, to all purchase orders received by FIANOSTICS, and to all goods and services sold by FIANOSTICS, except as otherwise specifically provided in a document signed by FIANOSTICS. Buyer acknowledges all provisions contained herein by signing a binding order.
Prices contained in FIANOSTICS's published price lists, if any, are subject to change without notice. Prices contained in individual written quotations or proposals are firm only for a period of thirty (30) days from the date of the quotation after which Buyer should inquire of FIANOSTICS as to their validity and request a written confirmation or revision. Prices do not include taxes. Buyer shall pay all applicable transport costs, sales or other taxes levied with respect to Goods (and replacements), unless exempt there from by mutual written consent. FIANOSTICS will take out a transport insurance only on explicit order from Buyer. Unless otherwise mutually agreed by the parties, all prices are in Euro. Buyer shall pay all government fees levied on the installation and inspection of the Goods. Prices do not include packaging or any demanded shipment insurance. FIANOSTICS may unilaterally increase prices to cover increased costs (plus reasonable overhead and profit) of design, materials, and manufacturing required by changes requested by Buyer after the date of any quotation. All Goods shall be delivered ex works FIANOSTICS's company in Vienna, Austria.
With service projects a mutually binding written time table is being set up. Any deflection of this time table needs mutual consent in writing. All offers by FIANOSTICS are subject to confirmation. Shipping dates are estimates based on FIANOSTICS's present engineering and manufacturing capacity and scheduling, and may be revised by FIANOSTICS upon receipt or scheduling of Buyer's order. All shipping dates are approximate and shall be computed from the date of entry of the order on FIANOSTICS's books. All shipping dates are further subject to FIANOSTICS's prompt receipt from Buyer of a written purchase order or acceptance, letter of credit, down payment, and other conditions as specified in mutual written consent, and of all drawings, information and approvals necessary to provide the Goods and to grant any credit proposed in the mutual Agreement. If shipment of any item or other performance by FIANOSTICS is delayed at the request of or due to the fault of the Buyer, FIANOSTICS may at its option hold the item at the place of manufacture at the risk and expense of the Buyer from the time it is ready for shipment. Dates for FIANOSTICS's performance are estimates only. In addition, FIANOSTICS shall not be in default because of its delay or failure to deliver or perform resulting, in whole or in part, from: (i) any foreign or domestic embargoes, seizures, acts of God, insurrections, war, or the adoption or enactment of any law, ordinance, regulation, ruling or order; (ii) the lack of usual means or transportation, fires, floods, explosions, strikes or any other accidents, contingencies, or events, at FIANOSTICS's or its supplier's plant or elsewhere (whether or not beyond FIANOSTICS's control) which directly or indirectly interfere with, or render substantially more burdensome, FIANOSTICS's production, delivery, or performance; or (iii) delays caused by Buyer. In the event that one or more deliveries hereunder is delayed by any reason provided in this Section for a period of 30 days, FIANOSTICS may, at its option, terminate the Agreement as to the undelivered goods or waive such delay and establish a new delivery schedule.
If not otherwise stated in mutual written consent purchase prices are due with delivery of goods or services against invoice of FIANOSTICS. Buyer shall pay all invoices net thirty (30) days after the date of shipment. FIANOSTICS may change any payment term to Buyer on seven days written notice. Buyer shall not withhold or set-off any payments owed to FIANOSTICS. All amounts not paid to FIANOSTICS when due shall incur a carrying charge of minimum 8% per year to the extent allowed by law and otherwise at the highest written contract rate allowed by law. All import permits and licenses and the payment of all export and import duties and customs fees shall be the responsibility of Buyer unless otherwise agreed. All payments are only accepted in the form of cash. Certified funds, or an irrevocable letter of credit are only accepted in separate written mutual agreement for payment only. Buyer is not entitled to charge up or hold back due payments against claims out of warranties or other counter claims. All goods remain in full ownership of FIANOSTICS until full payment of Buyer is received by FIANOSTICS. Any sales are subject to the goods being unsold or in favor of FIANOSTICS.
Defective or non-conforming Goods discovered during the warranty period of 14 days after delivery (or 14 days after time of recognition of hidden defects) shall be repaired, or replaced by FIANOSTICS without any additional charge and shipped to Buyer, ex works FIANOSTICS's place of business, for reinstallation by Buyer at its cost, subject to the terms hereof. Later reclamations will not be accepted. Buyer must contact FIANOSTICS requesting warranty coverage plus a return authorization number and other instructions for the return of Goods to FIANOSTICS or other instructions. Buyer is responsible for properly tagging, identifying, and packing returned Goods foregoing written consent of FIANOSTICS. Goods returned without compliance with the above procedures shall be returned to the sender at sender’s cost. Buyer's remedies shall be limited (even in the event of FIANOSTICS's default) exclusively to those provided in this section. UNDER NO CIRCUMSTANCES SHALL FIANOSTICS BE LIABLE FOR CONSEQUENTIAL OR INCI¬DENTAL DAMAGES.
With delivery of the final report Buyer acknowledges the agreed service rendered by FIANOSTICS. Reclamations after the final report shall not be accepted.
6. Force Majeure:
Any case of force majeure enables FIANOSTICS to prolong/alter delivery terms/agreements according to these circumstances and its consequences without implying any right of withdrawing from contractual obligations or raising any damage claims for Buyer. FIANOSTICS is entitled to partly or completely cancel the order without having any liability towards Buyer.
8. Final Conclusions:
Any allegations relevant to claims out of contractual relations between FIANOSTICS and Buyer must be strictly in written form. Apart from contractual withdrawal rights for FIANOSTICS GmbH granted by law or contract FIANOSTICS is enabled to withdraw immediately from the contract if Buyer files bankruptcy or composition or any kind of insolvency proceeding or if Buyer fails to install payments within above-mentioned terms. The Agreement shall be governed, construed and enforced under the law of the State Austria. The U.N. Convention on the International Sales of Goods shall not apply. Any services to be provided hereunder, whether or not they are otherwise ancillary to and part of a sale of goods (as separate units), shall be considered ancillary to a sale of goods and the Austrian Law shall apply to all goods and services to be provided hereunder ("Goods"). INCO Terms are effective as long as the parties do not mutually agree otherwise. The courts of Vienna, Austria shall have exclusive jurisdiction over the parties and the claims arising under or related to the Agreement. The parties stipulate to the convenience of Viennese courts in general as to all litigation. Any declaration of unenforceability of a provision shall be as narrow as possible and shall not affect the enforceability of the other provisions.