Terms and Conditions

GENERAL TERMS AND CONDITIONS OF PURCHASE

1. Scope and validity of the contract

These General Terms and Conditions of Purchase apply to all orders placed by Vulcascot with its suppliers. They also apply to all future transactions with the supplier. These terms and conditions can only be excluded by an explicit written and personally signed declaration by authorized representatives of our company. Under no circumstances shall the terms and conditions of our contractual partners, which are expressly excluded, be valid and applicable.

2. Conclusion of contract

Offers made by Vulcascot are subject to change and may be withdrawn until receipt of the declaration of acceptance. Vulcascot may correct any typing or calculation errors even after conclusion of the contract. Cancellations by the Customer are only possible with Vulcascot’s consent. Clause 9 applies accordingly.

3. Prices

Unless otherwise agreed, the prices quoted in the offer or order form are net prices ex works. Increases in the purchase price of the goods between order and invoicing entitle Vulcascot to increase the sales price by the same amount. Vulcascot is entitled to issue partial invoices after partial delivery.

4. Terms of payment

Payments shall be made within 14 days of invoicing in cash or by bank transfer without deductions, discounts and free of charges. Checks are only accepted on account of payment. Offsetting is only permitted with legally established claims.

Irrespective of the purpose of the payment, Vulcascot may also apply it to older invoices, interest or costs. Default interest of 12% p.a. is agreed upon.

In case of default of payment of a partial invoice, the entire price becomes due immediately and Vulcascot is not obligated to provide any further services until payment has been made. In this case, Vulcascot may also withdraw from individual or all contracts.

5. Retention of title

Delivered goods remain the property of Vulcascot until full payment (including interest and legal costs); they may not be pledged without Vulcascot’s written consent. In case of processing or mixing, Vulcascot acquires co-ownership of the new item.

If the goods are resold, the proceeds or the purchase price claim shall be deemed assigned to Vulcascot. The Customer shall immediately transfer the proceeds to Vulcascot in case of separate storage or inform his customer of the assignment of the claim.

While the retention of title is valid, the Buyer shall maintain the goods at his own expense. In case of breach of contract, such as default of payment, Vulcascot is entitled to take back the goods at the expense of the Buyer without prior notice. This does not constitute a withdrawal from the contract. The Buyer is obliged to surrender the goods.

6. Delivery

Vulcascot endeavors to meet agreed delivery dates. Reasonable delays in delivery shall be deemed approved by the Buyer. This also applies to delays in case of direct delivery from the warehouse of Vulcascot’s supplier (drop shipment). A fixed-date transaction requires express agreement.

For delivery on call, the goods shall be deemed to have been called at the latest 3 months after the order.

In the event of force majeure — such as official interventions, labor disputes, epidemics, pandemics, armed conflicts, etc. — or the failure of a supplier who is difficult to replace, the delivery period shall be extended accordingly; Vulcascot may also withdraw from the contract.

Upon delivery of the goods, the risk is transferred to the customer. In case of shipment, the risk is transferred when the goods are handed over to a forwarding agent or carrier, or when the goods leave Vulcascot’s premises — even if delivered by vehicles of the Supplier or directly from a supplier’s warehouse (drop shipment).

The type of shipment is determined by Vulcascot. Any necessary permits must be obtained by the customer. Insurance shall only be taken out at the request and expense of the customer.

Deliveries are subject to national or international regulations of foreign trade law, embargos, sanctions, or other legal prohibitions.

Vulcascot may withdraw from the contract without granting a grace period if the Customer is in default of acceptance or fails to fulfill his obligations to cooperate. Item 9 applies accordingly (including additional costs).

7. Warranty

The warranty period is 6 months. The limitation period for warranty claims is 3 months from the expiry of the warranty period. The presumption of defectiveness according to § 924 ABGB is excluded.

The Customer shall immediately inspect the goods for defects and notify Vulcascot in writing of any defects or alleged incomplete execution within 7 days from detection. Otherwise, the goods shall be deemed approved.

Vulcascot shall not be liable for defects resulting from improper use, unauthorized repairs, compliance with Austrian standards, or default of payment.

Vulcascot may remedy defects itself or have them remedied by third parties within a reasonable grace period. Replacement or improvement shall not extend the warranty period.

If Vulcascot is a dealer of the goods it sells, the warranty obligation is limited to the assignment of claims Vulcascot is entitled to against its supplier.

8. Other liability

Vulcascot shall only be liable for willful and grossly negligent breach of contractual obligations. Liability for slight or simple gross negligence is excluded.

Any liability is limited to typically foreseeable damages and capped at the amount of the contractually agreed remuneration paid to Vulcascot for the underlying services.

Vulcascot is not liable for loss of profit, consequential damages, indirect damages, or pure financial losses.

Claims for damages must be asserted in court within six months after awareness of the damage, and at the latest within two years after the event giving rise to the claim.

The Customer guarantees that Vulcascot’s services will be used exclusively for the Customer’s purposes unless otherwise agreed in writing. If services are passed on to third parties, Vulcascot shall not be liable to such third parties. If Vulcascot is exceptionally liable to third parties, all limitations of liability in this clause apply equally.

If third parties assert claims against Vulcascot, the Customer shall fully indemnify Vulcascot.

The maximum liability amount applies once in total to all injured parties.

Vulcascot shall not be liable for damages that the Customer could have prevented by reasonable measures, proper use, compliance with instructions, or incoming goods inspections. The Customer shall impose these obligations on his contractual partners and ensure appropriate warnings and safety notices are affixed.

9. Compensation for damages in case of withdrawal from the contract

If the Customer withdraws from the contract for reasons not attributable to Vulcascot, Vulcascot may demand a lump-sum compensation of 30% of the net order value.

The same applies if Vulcascot withdraws from the contract for reasons attributable to the Customer. Further claims remain unaffected.

10. Confidentiality

Each contracting party shall keep confidential information and documents of the other party secret beyond the end of the contractual relationship and shall neither record, utilize, nor pass them on to third parties, unless necessary to achieve the purpose of the contract.

11. Place of jurisdiction, applicable law, severability clause

The invalidity of individual provisions shall not affect the validity of the remaining provisions. An invalid provision shall be replaced by one that comes closest to its economic content.

Contracts are subject to Austrian substantive law, excluding the UN Convention on Contracts for the International Sale of Goods and international conflict-of-law rules.

The place of jurisdiction for any disputes shall be the competent court for commercial matters in Vienna.

GENERAL TERMS AND CONDITIONS OF SALE

1. Scope of contract and validity

These Terms and Conditions of Sale apply to all transactions between Vulcascot and its Customers. They also apply to subsequent contracts without further agreement. These terms and conditions can only be excluded by an explicit written and personally signed declaration by authorized representatives of our company. Under no circumstances shall the terms and conditions of our contractual partners, which are expressly excluded, apply.

2. Conclusion of contract

3. Prices

4. Terms of payment

Payments shall be made in cash or by bank transfer without deductions, discounts, or rebates and free of charges within 14 days of invoicing. Checks are only accepted on account of payment. Offsetting is only permitted with legally established claims.

Irrespective of the purpose of the payment, Vulcascot may also apply it to older invoices, interest, or costs. Default interest of 12% p.a. is agreed upon.

In case of default of payment of a partial invoice, the entire price becomes due immediately and Vulcascot is not obliged to render any further services until payment has been made. In this case, Vulcascot may also withdraw from individual or all contracts.

5. Retention of title

While the retention of title is valid, the Buyer shall maintain the goods at his own expense. In case of behavior contrary to the contract, such as default of payment, Vulcascot is entitled to take back the goods at the expense of the Buyer without prior notice. This does not constitute a withdrawal from the contract. The Buyer is obliged to surrender the goods.

6. Delivery

Vulcascot endeavors to meet agreed delivery dates. Reasonable delays in delivery are deemed approved by the Customer. This also applies to delays in case of direct delivery from the warehouse of Vulcascot’s supplier (drop shipment). A fixed-date delivery requires explicit agreement.

For delivery on call, the goods shall be deemed to have been called at the latest 3 months after the order.

Upon delivery of the goods, the risk is transferred to the Customer. In case of shipment, the risk is transferred when the goods are handed over to a forwarding agent or carrier, or when the goods leave Vulcascot’s premises — even if delivered by vehicles of the Supplier or directly from a supplier’s warehouse (drop shipment).

The type of shipment shall be determined by Vulcascot. Necessary authorizations must be obtained by the Customer. Insurance shall only be taken out upon request and at the expense of the Buyer.

Deliveries are subject to national or international regulations of foreign trade law, embargos, sanctions, or other legal prohibitions.

Vulcascot may withdraw from the contract without granting a grace period if the Customer is in default of acceptance or fails to fulfill his obligations to cooperate. Clause 9 applies accordingly (including additional costs).

7. Warranty

The warranty period is 6 months. The limitation period for warranty claims is 3 months from the expiry of the warranty period. The presumption of defectiveness according to § 924 ABGB is excluded.

Vulcascot shall not be liable for defects resulting from improper use, repairs not previously authorized by Vulcascot, compliance with Austrian standards, or default of payment.

Vulcascot may, at its discretion, correct the notified defects itself or have them corrected by third parties within a reasonable grace period. Replacement or improvement shall not extend the warranty period.

If Vulcascot is a dealer of the goods it sells, the warranty obligation is limited to the assignment of the claims Vulcascot is entitled to against its supplier.

8. Other liability

Vulcascot shall only be liable to the Customer for willful and grossly negligent breach of its contractual obligations. Liability for slight and simple gross negligence is excluded.

Any liability is limited to typically foreseeable damages and capped at the amount of the contractually agreed remuneration paid to Vulcascot for the underlying services.

Vulcascot is not liable for loss of profit, consequential damages, indirect damages, or pure financial losses.

Any claim for damages can only be brought to court within six months after awareness of the damage, and at the latest within two years after the event giving rise to the claim.

The Customer guarantees that Vulcascot’s services will be used exclusively for the Customer’s purposes unless otherwise expressly agreed in writing. If services are passed on to third parties, Vulcascot shall not be liable to such third parties.

If Vulcascot is exceptionally liable towards third parties, all limitations of liability in this clause apply equally. If third parties assert claims against Vulcascot, the Customer shall fully indemnify Vulcascot.