Terms and conditions
Orbis Trade e.U.
Our General Terms and Conditions for Commercial Business
- a) These general terms and conditions (referred to herein as the ‘GTC’) apply in the version valid at the time of the conclusion of the contract of purchase, including for all future contracts of purchases.
- b) You waive the assertion of your own terms of purchase. Any terms and conditions which differ from, conflict with or expand upon the GTC set out here are categorically excluded from the contract, even if they are known or not mentioned, except in the event that their validity is expressly approved in writing.
- c) After notifying you of the fact, we are entitled to amend our terms and conditions effective for our future working relationship with you. You will be assumed to have approved the amendments unless you send us a written objection within six weeks of being notified. We will specifically indicate this consequence upon notification of the amendments.
2) Conclusion of contract
- a) The presentation of the products in the online shop does not constitute a legally binding offer but is rather a mere invitation to make an offer. By clicking the “send order” button at the end of the order process, you are submitting a binding order for the products contained in your basket. We may accept your order by emailing you an order confirmation, or by delivering the product without any prior express acceptance.
- b) The prices given in the online shop include VAT. Delivery costs will be indicated separately.
- c) The weight and size specifications, drawings, notes, descriptions and images contained in the product descriptions represent approximations in line with industry standards and therefore are not an assurance of a product’s characteristics.
- d) You can extract and save the terms of the contract from the order confirmation we send to your email before or during the conclusion of the contract. The associated GTC can be accessed via the link ‘GTC’ and saved in reproducible form before or during the conclusion of the contract. After the conclusion of the contract, we do not separately store the relevant GTC, meaning that you will no longer be able to access or download them on our site following the conclusion of the contract.
- e) If the purchaser is a merchant, our written confirmation alone will dictate the content of orders and agreements unless you object promptly. Such a notification is not submitted promptly if we have not received it within seven days.
- f) The contract of purchase is concluded with the proviso that we are entitled not to perform the contract, entirely or partially, in the event that we receive incorrect or non-proper deliveries from our own suppliers. This proviso only applies in the event that we are not responsible for the non-delivery, especially in the event that a matching covering transaction is concluded with suppliers. In the event that it is not possible to perform the contract, entirely or partially, you will be promptly informed and refunded the consideration you paid.
- g) In the event that an article you have ordered is unavailable, we reserve the right to deliver performance (good or service) of equivalent quality and price, providing that this is acceptable to you and you agree to the substitute delivery in writing. If it is not possible to render performance with an equivalent quality and price, or you do not issue your agreement, we will not be able to render the performance as promised. In this event, the statutory provisions will apply.
3) Terms of delivery
- a) Unless otherwise agreed, the prices given for offers do not include packaging, freight, postage or insurance costs. These costs will be based on the particulars set out in the concrete offer and are to be paid in addition to the purchase price.
- b) If you select the advance payment option, the delivery period begins on the day after the payment order is issued to the bank performing the transfer. If you select one of the other payment options, the delivery period begins on the day after the placement of the order and ends on the day of the delivery deadline. We offer no guarantee that we will meet a delivery deadline unless one has been expressly designated in writing as a ‘fixed date’.
- c) A delay in delivery arising due to operational disruptions, governmental measures or force majeure will result in a commensurate extension of the delivery period. Force majeure includes industrial action including strikes and lawful lockouts initiated within our operation or at our suppliers. In the event that the aforementioned circumstances that lie outside our control should make the delivery or provision of a service impossible or untenable, we will be released from our delivery obligation. If the delivery is delayed for more than one month, either party will be entitled to withdraw from the contract, providing that the delivery does not arrive within the grace period previously extended by you or by us. In such cases, your claims to damages as described in this clause are excluded according to the limits set out in Clause 7.
- d) We are at liberty to select whichever method of delivery we see fit, unless a particular delivery method has already been expressly agreed upon.
- e) We explicitly reserve the right to make part deliveries. However, part deliveries are only permissible providing that these are not less than the amount tenable to you. We will bear the additional costs for a part delivery, providing that you are not culpable for it.
- f) The risk of accidental loss or accidental deterioration of the purchased goods–in the case of a sales shipment–is passed to the carrier upon handover.
4) Reservation of title
- a) The delivered goods shall remain our property until all claims arising from our business relationship with you that are outstanding on the date of the relevant contract’s conclusion are settled (‘reservation of title’). The reservation of title also extends to our future receivables against you, including current account balances.
- b) You must inform us promptly of any interference with our rights to goods subject to our reservation of title. You shall bear the costs of all measures taken to release the item that serves as our collateral security from third-party rights.
- c) As far as our collateralised claims secured by goods subject to our reservation of title according to this clause and / or assignments or other securities are secured by more than 110% on a more than temporary basis, at your request we will release collateral interests up to the aforementioned limit.
- d) For the duration of the reservation of title, you bear the risk of loss, wear and tear or damage of the reserved goods.
- e) You are excluded from pledging or assigning our goods subject to our reservation of title as security to third parties and from assigning or pledging the rights of expectancy of the goods. You have the revocable right to resell goods subject to our reservation of title and articles arising from our collaboration within the context of normal business operations. We will only revoke this right in the event of a culpable breach of obligation on your part. You hereby assign to us all receivables owed to you from the resale and from your business relationship with your customers in connection with the resale, including any account balance claims along with all ancillary rights. We hereby confer this authorisation upon you. You are entitled and obliged to recover the receivables assigned to us as long as we do not revoke this authorisation as a result of a culpable breach of obligation on your part. This authorisation to collect receivables will also be cancelled without express revocation if you cease making payments. In the event that the authorisation to collect receivables conferred upon you is cancelled, you must, at our request, inform us promptly in writing to whom you have resold the goods and which receivables are owed to you as a result of the resale. Any payments you receive for receivables that were assigned to us upon the cancellation of your authorisation to collect receivables are to be accepted in a fiduciary capacity in the amount of all outstanding claims and remitted to us without delay.
5) Terms of payment
- a) The shop offers invoice and advance payment as payment options.
Should you select the payment method ‘Invoice’, the sum given in the invoice is to be transferred to the bank account given in the invoice before the given payment deadline.
- b) We reserve the right to withdraw certain payment options in individual cases.
- c) If you choose the advance payment option, we are only obliged to deliver the product after you have paid for the product in full.
- d) Should you default on payment, we are entitled to charge default interest according to the statutory interest rate. Further losses caused by payment delays will remain unaffected by claims for default interest.
- e) You are only entitled to offset a counterclaim if the counterclaim is undisputed or has been declared valid by a final legal decision. This restriction does not apply in the event that the counterclaim is based on defects in products that we delivered.
- f) You are only entitled to exercise a right of retention in the event that the counterclaim in question arose from the same contractual relationship.
- a) In the event of defects we will honour the warranty in the form of making subsequent delivery. Should the substitute delivery fail or not succeed within an appropriate timeframe, you have the right to withdraw from the contract for the delivery in question or to demand a reduction of the purchase price. We have the right to attempt a reasonable number of substitute deliveries or repairs. Should you opt for a reduction in the purchase price, we will promptly refund you the excess amount that you originally paid. Defect claims shall not apply to minor deviations from the agreed quality or serviceability of the product.
- b) On receipt of a delivery, merchants are obliged to inspect the goods in a prompt and proper fashion and to notify us promptly in writing of any defects, delivery errors or quantity deficits. The notification will be deemed prompt if we receive it within eight days of the delivery of the goods. Merchants are to report any previously hidden defects in writing promptly upon discovering them.
- c) In the event of a recourse action under Section 478 BGB, the merchant is to inform us about its customer’s complaints and allow us the opportunity of settling defect claims with the customer directly. Should Orbis Trade e.U. not exercise this option, we are only liable to the merchant insofar as the merchant has not enabled its customers to exercise any rights pertaining to defect claims beyond those granted by law.
7) Limitation of liability
- a) The disclaimers and limitations of liability below also apply to tort claims insofar as they come into conflict with contractual claims.
- b) We accept no liability damage of whatever type. This exclusion does not apply:
– to damages which Orbis Trade e.U. caused deliberately or through gross negligence;
– to damages, in cases of slight negligence, relating to death and personal injury, as well as—subject to the provisions contained in Clauses 7 c) and d)—to damages relating to a breach of fundamental contractual obligations by Orbis Trade e.U. Fundamental contractual obligations mean all obligations that must be fulfilled to enable the proper performance of the contract and the fulfilment of which you usually rely upon and may rely upon.
- c) In the event of a negligent breach of a fundamental contractual obligation, our liability –except in cases of death or personal injury – is limited to damages that we could have foreseen at the time that the contract was concluded or the breach of obligation was committed, and which are typical for this form of contract.
- d) Claims for damages in the event of slight negligence on our part are excluded to merchants, unless these claims are pursued in law with a notification to be sent to us or our insurers within three months of the rejection of the claim.
- e) The disclaimers and limitations of liability mentioned previously in this clause likewise apply to our liability for our executive bodies, employees and vicarious agents, as well as the personal liability of our executive bodies, employees and vicarious agents.
- f) The disclaimers and limitations of liability mentioned earlier in this clause do not apply as long as liability insurance cover is in place. Nor do they apply to claims made under the Produkthaftungsgesetz (Austrian Product Liability Act), insofar as the liability for personal injury and property damage is determined according to the binding provisions of the Product Liability Act.
8) o liability for ‘links’
Orbis Trade e.U. hereby distances itself explicitly from the content of all linked websites and graphics, and it does not claim ownership of this content under any circumstances. Any violation of existing laws, conventions or moral standards of which Orthosolutions e.U. becomes aware will result in the immediate deletion of the link, graphic, article or other material in question.
9) Severability clause
Should any clause of these terms and conditions be or become unenforceable, this will not affect the enforceability of the remaining clauses or the contract as a whole. The relevant statutory provision will apply instead. In no event will the clause in question in these terms of sale and delivery be substituted for the customer’s terms and conditions of business. The same will apply in the event that a gap is identified in these terms of sale and delivery.
10) Place of performance
The place of performance for all contractual and statutory entitlements is the registered office of Orbis Trade e.U. (Erdbergstrasse 176, 1030 Wien).
11) Choice of law
The law of the Republic of Austria applies exclusively. The applicability of the United Nations Convention on the International Sale of Goods (Vienna Convention of 11 April 1980) is explicitly excluded.
12) Legal venue
In the case of customers who are merchants, Vienna shall be the legal venue for all disputes arising from or by way of these terms and conditions or arising as a result of contracts concluded on the basis of these terms and conditions. For other entrepreneurs, the statutory provisions concerning the legal venue shall apply.
Orbis Trade e.U.
Email: firstname.lastname@example.org , email@example.com
© Orbis Trade e.U. 2020