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General Terms and Conditions




1. General Points

1.1. These terms of sale and delivery shall apply to all commercial relations (including contracts of sale, contracts of work, planning contracts etc.) between VOGLAUER Gschwandtner & Zwilling GmbH, business area Voglauer hotel-concept, hereinafter referred to as “Voglauer,” and their customers. These terms shall be accepted as binding by the customer upon the placement of an order or the conclusion of a contract with Voglauer. Any divergent, conflicting or supplementary general terms and conditions of business, even upon the disclosure thereof, shall not form part of the contract, unless the validity thereof is specially agreed in writing. Should a contract include terms that have been agreed in writing and that deviate from these terms of sale and delivery, the terms of this contract shall take precedence.


1.2. In principle, VOGLAUER shall only conclude contracts with corporations. Therefore terms and conditions have been conceived as legal transactions between corporations. If, under exceptional circumstances, they are taken as a basis for legal transactions with consumers, they shall only apply if they do not infringe the statutory provisions of consumer protection legislation.



2. Services, prices

2.1. All prices indicated by VOGLAUER in schedules of services and price lists are subject to alteration and are net prices, unless specific indication is included to the effect that prices include VAT at the statutory rate. Value Added Tax shall be calculated separately, in accordance with statutory provisions in force at the time of delivery or the provision of service. VOGLAUER shall reserve the right to implement technical changes, or any other changes, the scope of which is acceptable. Should no price information be included in a customer order, the said order shall be subject to VOGLAUER price lists in force on the date of receipt of the order concerned.


2.2. In principle, export deliveries shall be invoiced in Euros and shall also be settled in Euros. Should a different currency be expressly agreed, invoicing shall be based upon the Euro exchange rate in force upon the date of confirmation of the order by VOGLAUER. This calculation shall be based exclusively upon the rate of exchange applied by Austrian banks.



3. Acceptance of orders, terms of ordering

3.1. Where an order is placed with VOGLAUER, a contract shall only exist upon the written confirmation of the order, the delivery of goods or the submission of an invoice by VOGLAUER. Upon placement of an order, the customer shall supply all such documents as shall be required for the production of goods. Any additional costs incurred as a result of deviations between actual circumstances and the documentation or plans supplied by the customer or any additional costs associated with the late delivery of documents shall be borne by the customer. Any amendments to an order further to the acceptance thereof shall be by mutual agreement only, and shall be in writing.



4. Dispatch, delivery

4.1. Unless otherwise agreed, goods shall be delivered free domicile. In all cases, delivery times indicated shall be non-binding, excepting any specific agreement to the contrary.



5. Withdrawal from contract

5.1. Should the customer fail to fulfil their contractual obligations, or fail to fulfil the said obligations in full, VOGLAUER shall be entitled to withdraw from the contract. The entitlement of withdrawal from the contract shall also apply in respect of a proportion of the goods supplied. In this case, VOGLAUER shall be obliged to complete the delivery of that element of goods which is not affected by the withdrawal of the contract, and the customer shall be required to complete settlement in respect of the said element.


5.2. Should the entitlement to withdrawal be exercised by VOGLAUER on grounds which are attributable to the customer and for which no liability is assumed by VOGLAUER, or should the customer withdraw from the contract in the absence of any entitlement to this effect, the customer shall be required to complete settlement in respect of such preliminary services as shall have been delivered by VOGLAUER (planning services, procurement of materials, special services, labour expended, etc.). VOGLAUER shall have the option of billing preliminary services at a flat-rate amount of 25% of the contractual sum, with no requirement for evidence of costs in respect of specific services. Settlement in respect of any special products already manufactured by VOGLAUER shall be completed in full, subject to the deduction of assembly and shipment costs.



6. Assembly

6.1. The customer shall ensure that assembly can be carried out without delay; specifically, other trades shall not interfere with the work of fitters. Moreover, premises to be installed on the assembly site shall, as required, be heated, cleaned, and provided with adequate lighting and power supplies. The cost of any power and water consumed shall
be borne by the customer. The customer shall ensure the non-slip properties of carpeted floors, which must also be adequately protected against soiling or damage.


6.2. Where assembly involves fixings to the property of the customer or of third parties (e.g. fixings in masonry by means of drilling or mortising), the customer shall be required, prior to the commencement of works, to alert VOGLAUER to any hazardous areas, specifically, shall provide information on the exact route of electricity, gas, water and other pipe systems.


6.3. VOGLAUER shall not be required to investigate the properties of partitions or objects into which fixings are to be secured in the course of assembly operations. Conversely, the customer is required to notify VOGLAUER of any partitions or objects which might cause an obstruction to straightforward and trouble-free assembly. Any additional expenditure incurred as a result of the unknown properties of partitions or objects shall be borne by the customer.


6.4. Additional costs associated with overtime and delays in assembly which are attributable to the customer, together with works which are not included in the scope of the order confirmation, or works resulting from defects in existing structures, shall be invoiced on a separate basis. Site fine cleaning operations upon the completion of assembly shall be undertaken by the customer at their own expense. Unless otherwise agreed in the contract, assembly operations to be completed by VOGLAUER shall not include the installation of electrical appliances of all types of lighting units. Unless otherwise agreed, the customer shall, at their own expense, instruct the completion of these operations by an appropriately qualified contractor. Any packaging material shall be removed by the customer at their own expense.



7. Notice of defects

7.1. The customer shall inspect the goods supplied for any defects at the earliest opportunity. Incomplete or incorrect deliveries, or any defects observed, shall be notified to VOGLAUER immediately upon the receipt of goods, while any concealed faults or defects shall be notified immediately upon their detection. The notice of defects shall clearly indicate the scope and nature of the defect observed. In the absence of the prompt submission of notice of faults or defects, the delivery shall be deemed to have been accepted, and the enforcement of claims under guarantee shall be excluded.



8. Guarantee

8.1. VOGLAUER shall guarantee goods supplied for a term of one year with effect from the date of delivery. The guarantee period for electrical appliances and lighting units supplied by VOGLAUER shall be six months.
In case of the prompt and justified submission of notice of defects, VOGLAUER shall, in due consideration of the interests of the customer, undertake to rectify defects under the terms of the guarantee, shall allow a price discount or supply replacement goods (exchange), or shall take back the defective goods and refund the purchase price. The form in which the guarantee is to be honoured shall be at the discretion of VOGLAUER. Should VOGLAUER fail to fulfil their guarantee obligations within an appropriate time, the customer shall be entitled to apply an appropriate price reduction or to withdraw from the contract with regard to the object affected by the defect. The following specific items shall be excluded from the guarantee:

  • Goods supplied by the customer;
  • Damage resulting from defects in existing structures (e.g. defective masonry, construction material moisture, defects in construction, etc.);
  • The compatibility of materials used by VOGLAUER with other components and properties of the premises where assembly is to be undertaken, e.g. fittings from external sources, lamp colours, heating equipment, etc.;
  • The warping and cracking of solid timbers;
  • The operation of the goods supplied and the functional capability of the materials used for this purpose, where construction is assumed by the customer or their agent (e.g. architect);
  • Minor deviations in the colour, surface finish or veneering of individual goods supplied;
  • Defects that can be attributed to improper use or inadequate maintenance.



9. Exclusion of liability

9.1. VOGLAUER shall only be liable for damage over and above the scope of product liability legislation in case of wilful action or gross negligence on the part of VOGLAUER. Liability for minor negligence is also excluded, as is liability for the compensation of consequential loss or pecuniary damages, loss of profits, loss of interest or damages arising from third party claims against the customer.


9.2. Within the scope of product liability legislation, VOGLAUER shall be liable for both bodily injury and material damage sustained by a consumer. VOGLAUER shall not be liable for material damage sustained by a commercial operator. Moreover, any right of recourse for the customer under the terms of Art. 924, Section 2 of the ABGB [General Civil Code of Austria] and Art. 933 (b) of the ABGB shall also be excluded. Compensation claims shall be barred by limitation no later than three years following delivery.


9.3. The contracting parties also agree to the mutual waiver of any compensation claims in respect of damage which is covered by the insurance of the injured party. This waiver shall not apply to damage resulting from wilful action or gross negligence or where such a waiver would exempt the insurer from the settlement of benefit.


9.4. Any locking device or safe supplied by VOGLAUER shall not be deemed to constitute intruder or theft protection, such that any compensation claim on these grounds shall be excluded. In all cases, intruder or theft protection arrangements shall be undertaken by the customer at their own risk and expense and VOGLAUER shall not be liable for any locked contents.



10. Payment

10.1. Invoices for the supply of goods shall be settled in accordance with the arrangements agreed in each case. In the absence of any other agreement, the customer shall settle one third of the amount, immediately upon the placement of the order confirmation, by way of a payment on account, one third two weeks in advance of the supply of goods and the balance due under the terms of the supply contract immediately upon invoicing, with no deductions. In the absence of any written agreement between the contracting parties regarding the period allowed for payment, the amounts invoiced, with no deductions, shall be due for settlement immediately upon the receipt of the invoice. Bills of exchange or cheques shall only be acceptable subject to specific written agreement to this effect and only with a view to payment. Discount and exchange charges shall be borne by the customer and shall be due for immediate settlement. The customer shall be aware that sales personnel of VOGLAUER shall not be entitled to collect amounts receivable.


10.2. In case of late payment, interest on arrears shall be payable at 8% above the base rate. Any offsetting of entitlements by the customer shall be excluded, unless the entitlements concerned have been acknowledged by VOGLAUER in writing or are established in law.


10.3. Where the customer is no longer involved in the proper conduct of commercial operations, is the subject of an order of distrain, raises a disputed cheque or bill of exchange, undertakes intermittent payments or suspends payments, files an application for judicial or extra-judicial composition proceedings, files for bankruptcy or has a petition for bankruptcy rejected on the grounds of the insufficiency of assets to cover liabilities, VOGLAUER shall be entitled to require the immediate settlement of all accounts receivable under the terms of commercial relations in force, even where cheques or bills of exchange have been accepted or payment by instalments has been allowed. The same shall apply where the customer falls into arrears with their payments, or in case of other circumstances which appear to cast doubt over their creditworthiness. In the above-mentioned cases, VOGLAUER shall also be entitled to require advance payment or the provision of security, to realise sureties already deposited, to withdraw from the contract and to claim compensation on the grounds of non-fulfilment.


10.4. The customer shall not be entitled to withhold payments on the grounds of putative defects, unless the defects concerned and the amount to be withheld in respect of thereof have been acknowledged in writing by VOGLAUER or established by court order. The assignment of accounts receivable by the customer in respect of VOGLAUER to third parties, or the transfer of obligations and entitlements arising from the contract concluded, shall not be permissible without the prior written agreement of VOGLAUER.



11. Reservation of ownership

11.1. Pending the complete fulfilment of the obligations to the customer, specifically the settlement of the purchase price, with all ancillary costs and interest, fees, charges etc., goods supplied shall remain the property of VOGLAUER.


11.2. Supplies for a specific construction project, even where the said supplies are ordered, delivered and invoiced in instalments, shall be classified as a single order. In this case, reservation of ownership in respect of all goods concerned shall only lapse upon the settlement of all accounts receivable under the terms of the single order concerned.


11.3. The customer shall only be entitled to dispose of goods which are subject to reservation of ownership where the said goods have been supplied as goods purchased for resale, where reservation of ownership has lapsed on the grounds of settlement, or in case of specific consent on the part of VOGLAUER. In the case of resale of goods, the customer shall assign any accounts receivable from the sale of reserved goods in favour of VOGLAUER. The customer shall be required to clarify this assignment by the inclusion of an accounting entry to this effect in their books and, at the request of VOGLAUER, shall disclose the name of the liable party for the purchase price, together with the exact amount of the assigned accounts receivable in figures. The assignment shall be subject to the acceptance of VOGLAUER. Any fees or taxes pertaining to the assignment shall be borne by the customer, and VOGLAUER shall be exempt from any liability or action at law in respect thereof. At any time, VOGLAUER shall be entitled to disclose the assignment and to recover the assigned accounts receivable on their behalf.


11.4. At all times, the customer shall be required to maintain in force sufficient insurance cover for the customary risks incurred by reserved goods, including elemental events, and to provide evidence of this cover to VOGLAUER upon request. Accordingly the customer shall assign any insurance claims in favour of VOGLAUER. The customer shall also be required to maintain state-of-the-art facilities for the storage of goods, in accordance with the instructions of VOGLAUER. The customer shall be required to exercise due care in respect goods for the duration of reservation of ownership.


11.5. Any third party interest in the reserved property of VOGLAUER (by way of pledging as security or mortgage, or under the terms of other judicial and/or official rulings) shall be notified to VOGLAUER forthwith. The customer shall undertake to support VOGLAUER in the pursuit of the entitlements of the latter pertaining thereto, where they are responsible for any jeopardy to the reserved property of VOGLAUER.


11.6. In case of the combination or consolidation of reserved property, VOGLAUER shall assume joint ownership of the resulting new property, at a ration of the value of the reserved property to the value of the remaining property at the time of combination or consolidation. In case of the disposal of the resulting new property, the customer shall assign a proportion of the proceeds of this resale in favour of VOGLAUER, under the terms of the provision set out above.



12. Intellectual property

12.1. Trademarks, representations and associated diagrams, dimensioned drawings and descriptions are the intellectual property of VOGLAUER and shall not be duplicated or disclosed to third parties without the written consent of VOGLAUER.



13. Advertising

13.1. It is agreed that property supplied by VOGLAUER may be used by VOGLAUER for promotional purposes (in reference lists, prospectuses, press releases, etc.) subject to indication of the name of the customer, and that pictorial representations of property supplied may be used. In this connection the customer shall confer an entitlement upon VOGLAUER for the reproduction of photographic images of property supplied.



14. Force majeure

14.1. Where an instance of force majeure affects VOGLAUER or one of their suppliers, VOGLAUER shall be entitled to suspend deliveries for the duration of the impediment concerned, and shall define an appropriate running-in period, without incurring any delay or, in accordance with the effects of the event concerned, shall be entitled to withdraw from the contract, whether in whole or in part. Instances of force majeure shall include, but not by way of limitation, all effects associated with force of nature, e.g. earthquake, lightning, strikes, frost, storm, flood; also wars, laws, official action, attachment, disruption of transport, prohibition of import, export or transit, restrictions on international payments, loss of raw material or energy supplies; also operating disruptions, including explosion, fire, strike, sabotage and all other events which can only be prevented at disproportionately high cost and by the economically unacceptable deployment of resources.



15. Consent under the terms of data protection legislation

15.1. The customer expressly consents to the recording, processing and use by VOGLAUER of any personal data supplied by the former, or which may be supplied in future, for the purposes of marketing or the constitution of a customer database. This consent shall specifically include the communication of information for promotional purposes by fax, letter, email or any other method of communication. At any time the customer may withdraw this consent in respect of any future disclosure.



16. Concluding provisions

16.1. Austrian law shall apply, with the exception of reference standards and with the exception of UN International Trade Law. The legal venue for all disputes arising, whether directly or indirectly, from the contract shall be materially competent court in the provincial capital of Salzburg. The place of performance for delivery and settlement shall be the registered office of VOGLAUER.


16.2. Should specific provisions of the contract or these terms of business be invalid, or be rendered invalid in future; the validity of the remaining provisions shall not be affected. The wholly or partially invalid provision shall be replaced by a provision which is closest in commercial intent to the invalid provision concerned.


16.3. All amendments and additions to contracts concluded between VOGLAUER and the customers shall be in writing, and the same shall apply to any waiver of the requirement for the written form. All statements issued by VOGLAUER shall be only effective in law where the said statements are in writing and originate from employees of the parent works of VOGLAUER in Abtenau.


Version of 20.10.17