TERMOS E CONDIÇÕES
of JARI GmbH Health & Nutrition Valid 25.05.2018
1.1. The following General Business Conditions apply to all business relations between us and the customer. The version that is in force at the time of the conclusion of the contract shall be controlling.
1.2. Deviating conditions of the customer which we do not explicitly acknowledge in writing, shall not apply. Our General Business Conditions shall also apply, if we are aware of business conditions of the customer and deliver to him without reservations.
1.3. To the extent that an offer by a customer not accepted by us was accepted by us by mistake, we shall be entitled to declare the rescission of the contract to the customer within an adequate period of time.
1.4. The place of performance for any obligations indirectly or directly resulting from this contractual relation, including the payment obligation, shall be the seat of the respective branch and/or the place from which the goods are shipped.
1.5. Incorporation by reference and interpretation of these General Business Conditions as well as the conclusion and interpretation of the legal transactions with the customer themselves shall exclusively be governed by the laws of the Republic of Austria. The application of the Treaty of the United Nations on Contracts on the International Sale of Goods of 11/04/1988 (Federal Legal Gazette I 1988/96) shall be excluded.
1.6. The place of jurisdiction for any disputes out of the legal relationship created by the individual orders and their acceptance shall in our discretion be our main seat in Vienna or the seat of the delivering branch or subsidiary respectively or another statutory forum at our option.
1.7. Oral agreements need to be in writing in order to be valid. This shall also apply to a waiver of this requirement of the written form.
1.8. In case that individual provisions of this contract are not legally valid in full or in part or shall later on lose their validity, this shall not impair the validity of the remaining contract. For such an event the parties undertake that instead of the invalid provision they shall agree on a valid provision which, to the extent legally possible, comes closest to the economic purpose pursued with the invalid provision, having regard to the interests of the parties expressed in this contract. The same applies to the extent that the contract contains a loophole not foreseen by the parties.
2. Orders, Conclusion of Contract and Delivery Obligations
2.1. For all orders, in particular of products subject to sale by pharmacists only or subject to sale by drugstores only, hazardous substances and other substances, whose distribution and application is subject to statutory or administrative regulations, the order shall simultaneously serve as confirmation that the customer possesses all required permits for the use or the further distribution. The customer shall be liable for the correctness and completeness of its permits. Orders cannot be processed by us if the customer does not possess a required permit for the acquisition of the product ordered.
2.2. The contract shall be concluded through the acceptance of the customer's order. The customer waives a declaration of acceptance. The customer will be informed by us of the conclusion of the contract either by a confirmation or at the latest through the execution of the delivery of the ordered goods or through the offering or the performance of the service. A change of the order or an exchange of goods already delivered shall only be possible upon a special agreement.
2.3. Even if we confirm an order or a delivery time, this confirmation shall be under the reservation that we receive delivery correctly and on time ourselves. In case that a product is not available or not available on time or that incorrect information was erroneously given by us on a product or on the price we will immediately inform the customer. The customer may confirm the order on the basis of the changed terms again. In the alternative, the customer shall be entitled to rescind the contract.
2.4. In case of a recall of products by our suppliers we will take back the products from our customers exclusively in such condition and amount, in which we delivered them to the customer. The customer shall not be entitled to claim the deficiency of the product against us. Claims for product liability against the producer shall not be affected by that.
2.5. We shall be entitled to make partial deliveries.
3. Prices, Ancillary Costs and Invoices
3.1. Deliveries shall be calculated at the prices agreed with the customer. This shall also apply to partial deliveries. The prices displayed by us on the invoices or bills of sale shall be plus the value added tax that applies at the time of the production of the invoice or the bill of sale, unless there is an intra-Community trade and the customer sends us its VAT number or the goods are delivered cleared customs to a third country. The customer shall pay the respective amount shown in euro. Transfer charges and other costs in relation to payment shall be borne by the customer.
3.2. The costs for transport and packing and packaging are charged to the customer.
3.3. Objections against the contents of a bill of sale and/or an invoice shall be made in writing immediately upon receipt and particulars be given, otherwise the contents of the bills of sale and/or invoices shall be deemed to be confirmed.
3.4. In case that an error or an incompleteness found its way into prices, invoices or bills of sale, we reserve the right for a correction.
4. Shipping, Passing of Risks and Packing
4.1. The goods are delivered without insurance and at the customer's costs and risk. Means of transport and/or the transporter may be selected by us. In case of a special agreement on the means of delivery the customer nevertheless shall bear the risk of transportation. Responsibility for the protection of the goods against access by unauthorized third parties shall be with the customer. In case of a return of goods, which can only be made upon prior agreement, the customer shall bear the costs and the risk of redelivery.
4.2. Transport containers which we own shall be treated carefully and immediately be returned to us. Costs accruing to us from a transport container that has not been returned or been damaged shall be borne by the customer.
5.1. The customer shall examine the goods immediately upon receipt and shall immediately give notice to the seller, if there is a defect
5.2. For defects we first warrant subsequent performance, which may in our discretion consist of subsequent repair of defects or substitute delivery. The right to a price reduction or rescission shall be excluded, as long as we are in delay with the subsequent performance for reasons for which we are not responsible. If the subsequent performance fails the customer also only has a right to a price reduction and no rescission right, if the deficiency is only immaterial.
5.3. If the customer chooses to rescind the contract due to a defect after a subsequent performance has failed, it shall not have a concurrent claim for damages due to the defect (damage caused by defect or consequential damage caused by defect). Claims for damages due to defects (damage caused by defect or consequential damage caused by defect) shall be excluded in case of a slightly negligent violation of our obligation to a faultless delivery.
5.4. Claims of the customer based on a defect shall be time barred after six months from the delivery of the goods.
5.5. We do not give guarantees to the customer in a legal sense. Guarantees by the producer shall remain unaffected.
5.6. The technical handling of a return or exchange of goods under the warranty or for other reasons shall take place on the basis of a way of proceeding agreed with the customer specifically for this case.
6. Liability for a Violation of Other Obligations
6.1. Claims for compensation of damages of the customer due to a slightly negligent violation of our contractual or statutory obligations through us or our vicarious agents or employees shall be excluded. The same applies to consequential damages caused by a defect. The compensation obligation is generally limited to the typical, foreseeable damage. Indirect damages (damages of third parties) are generally excluded.
6.2. Claims for compensation of damages of the customer due to an intentional or gross negligent violation of material contractual obligations through our vicarious agents or employees, who are not executives or statutory representatives, are limited to the typical, foreseeable damage.
7. Payment and Set-Off
7.1. Payments shall be due upon receipt of the invoice or on a due date to be agreed separately. If the customer does not pay the invoice amount within 14 days upon receipt of the invoice or on the agreed due date, then default interest of 12 per cent. shall be agreed from the due date.
7.2. Set-offs against our accounts receivable shall only be permitted with undisputed counterclaims or counterclaims that have been determined by a court in a legally final and binding way.
7.3. If the customer does not pay on time, not without reservations and/or not in full, we shall be entitled to immediately stop any further delivery, unless we explicitly consented to a later payment, the reservation and/or the reduction.
7.4 Exempt Turkey: Special Regulations for Turkey as in the cover sheet (Order Confirmation, Invoice)
8. Retention of Title and Assignment for Security Purposes
8.1. We retain ownership in the goods delivered by us until any present and future accounts receivable are paid in full. The customer shall be obligated to treat the goods carefully and to insure them sufficiently against damages due to fire, water and theft at its own expense.
8.2. The customer is entitled to sell the retained goods in the course of its ordinary business. The accounts receivable due to the customer from the on-selling of our goods against third parties shall herewith be assigned to us in their full amount, in case of a sale of commingled goods in an amount corresponding to our co-ownership interest, as a security for our accounts receivable and undertakes to take all necessary steps to perfect a legally valid assignment of claims. We accept this assignment. The customer is authorized until revocation, to collect these accounts receivable for our account. We reserve the right to collect the accounts receivable ourselves, as soon as the customer does not duly fulfil its payment obligations and becomes a defaulting debtor.
8.3. The inclusion of accounts receivable into a current account, the netting out and the confirmation of the balance shall not affect the agreed retention of title and the in advance assignment of accounts receivable.
8.4. Upon our demand the customer shall be obligated to give the required information on the stock of goods and items in our ownership or co-ownership which are in his possession as well as on the portfolio and the person of the debtor of the accounts receivable assigned to us. Under the precondition of clause.
8.5. Last sentence the customer shall be obligated upon our demand, and shall we be entitled upon a warning, to notify the debtors of the accounts receivable assigned to us of the assignment.
8.6. We are entitled, to the extent that the customer is in arrears with payments, to take the goods delivered under retention of ownership, to the extent that they have not been paid, away from the possession of the customer and to enter the premises of the customer for that purpose. The repossession of the retained goods shall not be deemed a rescission of the contract, unless we explicitly declare a rescission in writing. Without prejudice to the payment obligations of the customer shall we be entitled to accept the repossessed retained goods at their net value, which they have for us, as credit against the purchase price, after we have given notice to the customer of this kind of realization in advance, setting a reasonable period of time for payment.
8.7. The customer undertakes to inform us immediately of any foreseeable deterioration of its financial condition and of the opening of insolvency proceedings.
Notice on data processing
We shall be entitled to process data within the meaning of the Data Protection Act, valid 25.05.2018, on the customer which we received in relation to the business relation or in connection with it, regardless of whether or not they come from the customer or a third party.