General Terms and Conditions
Valid from: 01/03/2016
§ 1 Legal basis and scope of validity.
Our company's deliveries, services and offers take place exclusively on the basis of these General Terms and Conditions, irrespective of the type of legal transaction. All our private declarations of intent are to be understood on the basis of these Terms and Conditions. We do not recognise conditions that contradict or deviate from our General Terms and Conditions unless we have expressly agreed to their validity in writing.
In this respect, our actions towards contractual fulfilment shall not be considered equivalent to the approval of terms and conditions deviating from our General Terms and Conditions. These Terms and Conditions also serve as a framework agreement for all further legal transactions between the contractual parties.
§ 2 Offers
Offers by GALAXY® profiles are subject to change and are non-binding. In particular, the sale of the goods offered is reserved in the interim period.
The reservation of industrial property rights and copyright also applies to all offer and project documents, including all accompanying supplements and samples, dimensional drawings and descriptions.
Offers are valid for a period of 2 months unless otherwise agreed in writing. The prices offered are subject to additional VAT.
§ 3 Conclusion of contract / content of contract
I. On placing an order for goods, the customer bindingly declares a wish to acquire these goods (regardless of the order method). GALAXY® profiles can accept the order in writing or by way of delivering the goods.
II. We reserve the following changes to the contractual products after the contract’s conclusion: product modification in the course of continuous product improvement and development; minor and insignificant deviations in colour, shape, design, measurements, weight or quantity; customary deviations.
III. After the contract’s conclusion, the customer may only change the order with the consent of the seller and under the proviso of indemnity.
IV. Special instructions from the customer (such as delivery requests, deadlines, discounts, etc) shall only form part of the contract if they are expressly recognised as binding by us in the order confirmation.
V. Delivery delays may occur (for example, due to delays in transport or production) and do not constitute grounds for withdrawal from the contract or for penalties.
VI. The prices quoted are our current sales prices and are based on currently valid material and purchase prices as well as labour costs. If more than 3 months elapse between the contract’s conclusion and the delivery and we are not responsible for this delay in delivery, the price may be increased as appropriate, taking into account material, labour, purchasing and other incidental costs. If the purchase price increases by more than 25%, the customer is entitled to withdraw from the contract.
VII. We are expressly entitled to partial deliveries and partial services.
§ 4 Prices, terms of delivery and payment
I. I. Prices are calculated by us in accordance with the price list valid at the time of the contract’s conclusion, and form an integral part of the contract (misprints and errors reserved). Changes are agreed separately and individually. Prices are net, ex works, excluding packaging and assembly, and subject to additional statutory VAT as applicable. Freight, postage, customs, transport, insurance and other ancillary costs are charged separately according to the status at the time of the order.
II. Deliveries are made exclusively according to the terms of payment confirmed in the order. The assertion of defects or reductions does not affect the payment deadline for the outstanding purchase price. Defects affecting part of the delivered goods shall not give rise to the right to reject the delivery in its entirety.
III. The customer must file a complaint with the responsible post office or delivery company within 24 hours for incomplete deliveries or damage during transportation, as well as damage despite proper packaging. A written record of this must be submitted in order for a replacement delivery to be provided.
IV. Payments shall be made in the agreed currency (generally EUR) without any deduction and within 14 days from the invoice date. Deviating payment terms or agreements are only valid with our written consent.
V. To protect against credit risk, we reserve the right to carry out a credit check and to propose a suitable payment method.
VI. The customer is not entitled to withhold or offset payments due to warranty claims or other counterclaims.
§ 5 Minimum order surcharge
For all orders below a net value of EUR 300, a surcharge of EUR 15 (net) will be charged per delivery. Back order deliveries, partial deliveries for which we are at fault and sample deliveries are excluded from this regulation.
§ 6 Online orders
The following additional provisions apply in this regard:
- Access to the order platform is only available to our business customers who have undergone the corresponding registration process and been accepted by us as a customer.
- By registering, using our order platform and accepting our offers, our customers accept the Terms and Conditions and the guarantee terms.
- The registered person undertakes to change the password immediately upon receipt and to protect it from unauthorised access.
- The customer shall accept as binding all legal transactions made with their log-in information in the seller's online ordering system.
- For orders made on the order platform, the contract may also be concluded by sending an e-mail in which the order is confirmed.
- We accept no responsibility for the error-free functioning of the online order platform and expressly exclude any liability for damages resulting from use of the same. Also excluded is any responsibility or liability for access problems, such as lack of or insufficient availability of the online ordering system or the incorrect transmission of information or explanations when using the order platform.
- The customer acknowledges that, by using the order platform from abroad, they may violate the rules of foreign law, for example by using the encryption methods used on the order platform. We disclaim all liability and responsibility in this regard.
§ 7 Transfer of risk / transport
I. As soon as the ordered item has been shipped or picked up, the risk is transferred to the customer, even in the case of freight-free delivery. The customer shall not be permitted to accept the delivery with reservation, rather is obliged to accept it.
II. The customer may not refuse the acceptance of deliveries due to minor defects.
III. If deliveries are not accepted by the customer or orders are not recalled within agreed deadlines, we have the right to withdraw from the contract after setting a deadline and providing notice of refusal.
IV. In this case, the customer owes at least a fixed-sum compensation to the sum of 30% of the net order value, unless the customer can prove lesser damage.
V. If the ordered item is damaged or lost during transportation, the customer is obliged to immediately arrange for the courier to record the damage. We must be notified of this in writing within 3 days. Transport damage does not constitute a material defect. We are not liable for transport damage.
VI. Incorrect or incomplete deliveries shall be reported to us in detail and in writing within 7 days of the delivery’s arrival at the destination. Otherwise, any claims for compensation shall be excluded.
§ 8 Liability
I. We are not liable for damages, in particular consequential damages, resulting from improper handling or assembly of the product.
II. We are only liable for damages that we or our employees have caused within the realms of intent or gross negligence. Liability shall be limited in amount to the damage that was foreseeable at the time of the contract’s conclusion based on circumstances that we knew or should have known.
I. There is a warranty period of 6 months. Condition: timely payment for goods. Warranty is excluded for deliveries of used objects, light bulbs, remnants and discontinued items.
II. Warranty claims shall be excluded if the goods have been damaged or destroyed through the fault of the customer. This applies in particular if the goods have been improperly handled, mechanically damaged, opened, rebuilt, destroyed or damaged by way of connection with other devices.
III. The immediate written declaration of obvious defects, within a period of 7 days from when the goods were received, is a prerequisite for the customer’s warranty claims. The discovery of non-obvious defects is subject to the obligation to make an immediate complaint, within 7 days from when the defect was discovered at the latest. Timely dispatch of this notification is sufficient to safeguard the customer’s rights. Otherwise, the goods shall be considered approved even in consideration of the respective defect. The timely dispatch of said notification shall be sufficient to meet the deadline. Section 377 of the Commercial Code (HGB) shall also apply.
IV. We initially provide warranty performance for defective goods through repair or replacement at our discretion. If rectification fails twice, the customer can in principle demand a reduction or rescission of the contract at their discretion. In the case of a minor breach of contract, in particular minor defects, the customer has no right of withdrawal.
V. Our warranty only extends to goods delivered by us, and does not cover any consequential costs, such as working hours, travel, etc. The customer is obliged to test the products for proper functionality, especially before further processing.
VI. We assume a warranty based on the individual goods ordered, and not a set of goods, unless this is expressly agreed with the customer.
VII. The acceptance of goods subject to a complaint does not constitute the acknowledgment of a warranty claim.
§ 10 Complaint policy § 8 is a requirement for complaints concerning goods under warranty.
I. Complaints must be submitted in writing.
II. The invoice number, product number and reason for the complaint must be included.
III. Return consignments subject to costs cannot be accepted.
IV. We check the goods and, in the case of a legitimate complaint, rectify the defect by means of repair or exchange.
V. If it is not possible to repair or exchange the goods to the same quality, we reserve the right to exchange the goods for goods of a different quality and price but equivalent value.
VI. In no case do we grant exchange in advance. In the case of purchase in advance, the customer bears the sole risk.
§ 11 Goodwill policy
Under certain circumstances, we allow our customers to exclusively return undamaged goods in original packaging. Custom products, special equipment, remnants and discontinued items are excluded from exchange and return.
The return of undamaged goods leads to additional expenses on our part, so we charge a restocking fee of 25% of the net sales price for the goods according to your order.
§ 12 Retention of title
I. The delivered goods remain our property until we receive full payment of the purchase price.
II. The customer is authorised, until further notice, to sell the objects of performance subject to retention of title in the ordinary course of business. If the goods are sold subject to retention of title, the customer hereby assigns to us the claims against their customers with all ancillary rights due from the sale. The customer is revocably authorised to collect the assigned claims, but may not otherwise dispose of them. The customer is obliged not to agree any prohibition of assignment with their customers insofar as this affects our security interests. If a customer's purchaser insists on a non-assignment clause, the customer must notify us immediately. During the retention of title, the customer is, in particular, prohibited from a pledging of goods or chattel mortgage.
III. If the goods are inseparably mixed with other objects not belonging to us, we shall acquire joint ownership of the new item to a ratio corresponding to the value of the goods compared with the other processed items at the time of mixing. It is agreed that the customer assigns ownership to us proportionately if the object’s mixing takes place in such a way that the customer's object is to be regarded as the main object. The customer is in possession of the resulting sole or co-ownership on our behalf.
§ 13 Reservation of availability
If, after the contract’s conclusion, we determine that the ordered goods or services are no longer available from us or cannot be delivered for legal reasons because the manufacturer no longer produces or sells these goods or services for reasons of bankruptcy or closure, we can either offer or deliver goods or services of the same or similar function and of equivalent quality and price with only slight deviations (e.g. colour). In addition, we are free to withdraw from the contract without compensation. Any payments already received will be refunded to the customer immediately after withdrawal from the contract. When placing an order on an open invoice, a credit note will be issued to the customer account.
§ 14 Printing / typographical errors
Should we subsequently discover that there is an error in the product information, the customer can explicitly reconfirm the order in writing under the valid conditions or conclusively by paying the prescribed price. Otherwise, we are entitled to immediate withdrawal from the contract, should a contract have already been accepted. Excluded in this case are claims for damage compensation.
§ 15 Sample delivery
I. A sample delivery is a sales promotion measure. The customer has the opportunity to order one sample of an article at a discounted price. The request for a sample delivery must be specified when ordering.
II. When goods are delivered as samples, invoicing takes place under the agreed standard conditions.
III. Sample goods are excluded from exchange and return.
§ 17 Data protection, change of address and copyright
I. The customer gives consent that the personal data contained in the purchase contract are automatically stored and processed by us for the fulfilment of this contract.
II. The customer is obliged to inform the contractor of changes to their residential or business address if the legal transaction has not yet been fulfilled by both parties. If such notification is not given, declarations shall be deemed to have been received if they are sent to the last known address.
III. Pictures, plans, sketches or other technical documents as well as samples, catalogues, brochures, illustrations and similar always remain our intellectual property; the customer does not receive any kind of use or exploitation rights. Exceptions to this rule are only possible on request and with individual, written approval.
§ 16 Product data provision
GALAXY® profiles offers its registered customers the possibility to download the current product list including daily product availabilities as a CSV file. Due to dynamic development and increasing customer requirements, the product range is constantly being expanded and modified. It is the customer’s duty to update these files at regular intervals (at least once a month is recommended).
§ 18 Final provisions
I. The place of fulfilment is our registered office in 6060 Hall in Tirol Austria. The exclusive place of jurisdiction for all disputes arising out of and in connection with the concluded contract, including these conditions, for whatever legal reason is Hall in Tirol with the proviso that we are also entitled to present claims at the customer’s place of residence or branch. This jurisdiction agreement also applies to contractual partners abroad.
II. Austrian law applies exclusively to all rights and obligations arising out of and in connection with the contractual relationship, regardless of any choice-of-law provisions and under the exclusion of the UN Sales Convention (CISG: Convention of the United Nations on contracts for the international purchase of goods of 11.4.1980).
III. Changes and amendments to this agreement shall only be valid if they are made in writing. This also applies to this requirement of the written form.
IV. If any provision of these Terms and Conditions or any other provision in any other agreement is invalid, the validity of all other provisions and agreements shall not be affected. In place of the invalid or unenforceable provision, a provision shall be agreed upon that comes closest in terms of location, time, extent, and scope to the parties’ original intention for the purpose of the invalid or unenforceable provision insofar as is legally permissible. The same applies in the case of contractual loopholes.