Terms & Conditions (Purchasing Conditions)
K2 Projekt GmbH
For all current and future purchases, the following purchasing conditions are agreed upon between the seller and the buyer, excluding any conflicting terms and conditions of the seller, unless otherwise expressly agreed in writing in individual cases.
1. Place of Performance, Delivery, and Acceptance
1.1. The seller undertakes to deliver the ordered goods free from defects in accordance with the respective delivery contract (order) of the buyer.
1.2. Orders are placed by transmitting corresponding requests by the buyer. If the seller does not object to this order within 30 days of its dispatch, the order is deemed agreed based on the content of the order, and the seller is obligated to make the corresponding delivery.
1.3. The place of performance for all services under the delivery contract is the delivery address specified on the buyer’s order, unless the buyer provides a different delivery address.
1.4. The delivery of the goods is free to the buyer’s premises. The seller bears the shipping costs. If the buyer agrees to bear the shipping costs, he can choose the carrier; in this case, the goods are to be shipped uninsured. Each shipment must be announced in advance with a delivery notice via email.
1.5. Regarding the assumption of risk, it is agreed that the seller bears the risk of damage, loss, destruction, etc., of the goods until the buyer takes over the goods; only upon the buyer’s acceptance of the goods does this risk transfer to the buyer.
1.6. Warehouse or other surcharges by the seller are not permissible.
1.7. All deliveries must exclusively be fully sorted according to themes, models, qualities, colors, and ordered sizes in accordance with the buyer’s delivery contracts (orders). Incomplete deliveries, partial deliveries, or over-deliveries are not allowed for the seller. If themes and/or models and/or sizes are delivered incompletely, excessively, delayed, or not at all, the buyer is entitled to deduct a defect processing fee of 10% of the invoice amount or order amount, in addition to a reasonable price reduction in the amount corresponding to the lost contribution margin. The seller acknowledges that this price reduction usually amounts to at least 20% of the purchase price agreed between the seller and the buyer.
2. Jurisdiction
The exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship and future contractual relationships between the seller and the buyer is the court that is locally competent for 6020 Innsbruck.
3. Delivery Dates
The delivery of the goods must be made on the delivery dates indicated on the buyer’s order cover sheets. All purchases are firm transactions and are understood without an extension period.
4. Defects
4.1. The seller expressly guarantees the buyer a delivery that conforms to the sample.
4.2. Defect notices can be raised during the statutory warranty period. The buyer’s obligation to inspect and complain according to § 377 HGB (German Commercial Code) is waived.
4.3. In the case of defective deliveries, the buyer is entitled, at his discretion, to make the deductions agreed in point 1.6. or to withdraw from the sale and return the goods (freight unpaid).
5. Payment
5.1. The agreement on payments or payment deadlines is made in the general contracts concluded between the parties.
5.2. The timeliness of payments is determined by the day of recording in the buyer’s electronic banking and transmission to the buyer’s bank for bank transfers.
5.3. In the case of defective deliveries, the invoices become due only upon issuance of the corresponding written credit note by the seller. The offsetting of counterclaims and the retention of invoice amounts are expressly permitted to the buyer. Alternatively, he can make the payment, deducting his debit notes to the seller, even before the credit note is issued by the seller.
5.4. In the event of payment default by either party, a default interest of 5% per annum is agreed upon. Furthermore, claims for default interest and damages resulting from payment default, regardless of the legal basis, are expressly waived.
5.5. The seller is not entitled to withhold deliveries or exercise other rights, such as withdrawal rights, due to any alleged payment default or other claimed breaches of the contract by the buyer.
5.6. Regardless of any defects and resulting claims of the buyer, the seller remains obliged to fulfill the contractually agreed services.
6. No Retention of Title, Prohibition of Assignment
6.1. Any retention of title by the seller is expressly waived.
6.2. The seller is not allowed to assign claims against the buyer to third parties (prohibition of assignment).
7. Applicable Law
Austrian substantive law applies to this contractual relationship, excluding the UNCITRAL Sales Law, excluding the referral to other legal norms, and excluding the Uniform Conditions of the Clothing Industry.
8. Final Provisions
8.1. If these terms and conditions do not contain deviating provisions, the applicable legal provisions (see point 7) apply to the contractual relationship.
8.2. General terms and conditions of the seller that contradict these general terms and conditions of the buyer are not applicable; these general terms and conditions of the buyer apply exclusively in this regard.
8.3. It is mutually agreed between the contracting parties that, in addition to the written agreements concluded and these terms and conditions, no oral side agreements exist. Changes and additions to the agreements made require the written form to be valid. This also applies to a waiver of this written form requirement.