General Terms and Conditions
GALAXY® profiles GmbH
Valid from: 01.09.2024
§ 1 Principles and Scope of Application
The deliveries, services and offers of our company are made exclusively based on these General Terms and Conditions, regardless of the type of legal transaction. All our declarations of intent under private law must be understood as based on these GTCs. We do not recognise any terms and conditions of the Customer that conflict with or deviate from our General Terms and Conditions, unless we have expressly agreed to them in writing. In this regard, contractual fulfilment on our part shall not be deemed to amount to consent to contractual conditions
deviating from our GTCs. These GTCs also apply as a framework agreement for all further legal transactions between the contracting parties.
§ 2 Offers
Offers from GALAXY® profiles are subject to change and are non-binding; in particular, we reserve the right to sell in the interim the goods offered. The reservation of industrial property rights and copyrights also applies to all offer and project documents, including all associated enclosures and samples, dimensioned drawings and descriptions. Unless otherwise agreed in writing, offers are valid for a period of one month. The prices quoted do not include VAT.
§ 3 Conclusion of Contract/Content of Contract
I. By ordering the goods, the Customer makes a binding declaration that it wishes to purchase them (regardless of the ordering method used). Acceptance of the order by GALAXY® profiles can be made either in writing or by delivery of the goods themselves.
II. We reserve the right to make the following changes to the contractual products following conclusion of the contract: Product changes in the course of continuous product improvement and further development; minor and insignificant differences in colour, shape, design, dimensions, weight or quantity; differences customary in the trade.
III. Following conclusion of the contract, changes to orders placed by the Customer are only possible with the consent of the seller and are made without any liability whatsoever.
IV. Special instructions of the Customer (such as delivery requests, deadlines, discounts, etc.) shall only become part of the contract, if we expressly recognise them as binding in our order confirmation.
V. The prices quoted are our current sales prices and are based on the materials and purchase prices and wages valid at the time. If more than three months elapse between conclusion of the contract and delivery, without our being responsible for any delay in delivery, the price may be increased to a reasonable extent, taking into account any material, labour, purchasing and other ancillary costs incurred. If the purchase price increases by more than 25%, the Customer shall be entitled to withdraw from the contract.
VI. We have the express right to make partial deliveries and supply partial services.
§ 4 Prices, Terms of Delivery and Payment
I. Prices shall be calculated in accordance with our price list valid at the time of conclusion of the contract and shall form an integral part of the contract. (Misprints and errors excepted) Any changes shall be agreed separately on an individual basis. Prices are quoted net from our warehouse plus the applicable statutory value added tax, excluding packaging and assembly. Freight, postage, customs, transport, insurance and other ancillary costs shall be charged
separately, based on the situation at the time of ordering.
II. Deliveries shall be made exclusively on the terms of payment confirmed in the order. Claims for defects or reductions shall not affect the due payment date of the remaining purchase price. Defects in part of the delivered goods shall not entitle the Customer to raise a complaint about the entire delivery.
III. Acceptance of the consignment is deemed to be recognition that it is complete and of good quality. If any complaints or defects arise within 24 hours of acceptance, these must be reported to both the respective transport company and Galaxy® profiles.
IV. The delivery date is the date on which we make the goods available to our logisticians. We are unable to provide any information on actual delivery times. These will vary, depending on the receiving address and the logistics provider.
V. Payments must be made without any deduction in the currency agreed (generally EUR) within 14 days of invoice date. Any differing payment terms or agreements only apply subject to our written consent.
VI. To hedge the credit risk, we reserve the right to carry out a credit check and to propose a suitable payment method.
VII. We reserve the right to switch Customers to a prepayment arrangement in certain situations. This may be done either in general or for specific offers.
VIII. The Customer is not entitled to withhold or offset payments due to warranty claims or other counter-claims.
§ 5 Minimum Order Surcharge
A surcharge of EUR 15 (net) per delivery will be charged for all orders with a net value of less than EUR 300. Backorder deliveries or partial deliveries caused by our fault, as well as sample deliveries, are hereby excluded from this rule.
§ 6 Online Orders
The following additional provisions apply in this regard:
- Access to the order platform is only granted to business customers who have been vetted by us, have gone through the corresponding registration process and have been accepted by us as customers.
- By registering and using our order platform and by accepting our offers, our Customers also accept our General Terms and Conditions and the warranty provisions.
- The registered person undertakes to change the password immediately upon receipt and to protect it from unauthorised access.
- The Customer accepts as binding upon it all legal transactions carried out using its login details in the seller‘s online ordering system.
- For orders placed on the ordering platform, the contract may also be concluded by sending an e-mail, in which the order is confirmed.
- We accept no liability for error-free functioning of the online ordering platform and expressly exclude liability for any losses resulting from its use. Any responsibility and liability for disrupted access, such as a lack of or inadequate availability of the online ordering system or incorrect transmission of information and declarations when using the ordering platform, are also hereby excluded.
- The Customer acknowledges that by using the ordering platform from outside Austria, it may violate rules of foreign law, e.g. by using the encryption methods used in the ordering platform. We hereby disclaim all liability and responsibility in this regard.
§ 7 Transfer of Risk / Transport
I. As soon as the delivery item has been dispatched or collected, the risk shall pass to the Customer, including in the case of carriage-paid delivery. The Customer is not permitted to accept the delivery subject to its own reservations. It is obliged to accept the delivery.
II. It may not refuse to accept deliveries due to insignificant defects.
III. If deliveries are not accepted by the Customer or if orders are not cancelled within the deadlines agreed, we shall have the right to withdraw from the contract after setting a deadline and threatening to reject the order.
IV. In this case, the Customer shall owe at least a fixed amount of compensation in the sum of 30% of net order value, unless it can prove a lower amount of loss.
V. In the event of damage to or loss of the delivery item during transport, the Customer is obliged to arrange immediately for the carrier to record the damage. We must be notified of this in writing within three (3) days. Transport damage does not constitute a technical defect. We are not liable for transport damage.
VI. Incorrect or incomplete deliveries must be reported to us in detail in writing within seven (7) days of arrival of the delivery item at the destination, otherwise all claims for compensation are hereby excluded.
§ 8 Liability
I. We shall not be liable for damage, in particular consequential damage, caused by improper handling and assembly of the items.
II. We shall only be liable for damage caused by us or by our employees wilfully or through gross negligence. The amount of any liability is limited to the damage that was foreseeable at the time the contract was concluded and ba sed on circumstances that we were aware of or should have been aware of.
§ 9 Warranty
I. A warranty period of six (6) months applies. Essential precondition: timely payment of the goods. Any warranty for the delivery of used products, remaindered stock or discontinued items is hereby excluded.
II. Warranty claims are hereby excluded, in the event that goods have been damaged or destroyed through the fault of the Customer. This applies in particular if goods have been handled incorrectly, damaged mechanically, opened, modified or destroyed or damaged through being connected with other devices.
III. The essential precondition for the Customer‘s warranty claims is immediate written notice of obvious defects, at the latest within a period of seven (7) days from receipt of the goods. If non-obvious defects are discovered, the obligation to give notice of defects without delay shall apply, at the latest within seven (7) days of discovery of the defect. Timely dispatch of the notice is sufficient to safeguard the customer‘s rights. Otherwise, the goods shall also be deemed to have been approved after sight of the respective defect. Timely dispatch shall suffice to meet the deadline. § 377 HGB shall apply in addition.
IV. We shall initially provide a warranty for defects in the goods by either repair or replacement, at our discretion. If attempts to remedy defects fail twice, the Customer may, at its discretion, demand either a reduction in the purchase price or cancellation of the contract. The Customer has no right of cancellation in the event of a minor breach of contract, in particular in the event of minor defects.
V. Our warranty extends only to the goods supplied by us, and not to any consequential costs, such as labour, travel, etc. In particular, the Customer is obliged to check that the products function correctly before processing them further.
VI. We assume a warranty in relation to the individual goods ordered, but not for the entirety of the goods, unless this has been agreed expressly with the Customer.
VII. The acceptance back of goods rejected under complaint does not constitute recognition of a warranty claim.
§ 10 Warranty Provisions
Profile systems from GALAXY® profiles are manufactured on modern, fully automated precision systems from topquality raw materials and in accordance with the strictest quality criteria. All company processes are subject to GALAXY® quality management and are monitored using certified test procedures. We offer a five-year guarantee on all of the components in our profile systems. We therefore give a five-year guarantee on all products purchased from 01.01.2024 (on all products made of aluminium and three years on all products not made of aluminium).
Conditions for a Warranty Claim:
- The products must be installed in accordance with the prescribed product and application specifications.
- They must not be exposed to any unusual stresses (e.g. unsuitable cleaning agents, alkalis, acids, road salt, etc.) Excluded from Warranty are:
- Damage caused by user error or incorrect installation
- Damage due to incorrect use
- Goods sold under a different brand (e.g. Innotec)
No liability shall be accepted for damage connected with the rectification of defects (e.g. dismantling, replacement costs, etc.) and no claim shall arise.
§ 11 Complaints Guidelines
The essential preconditions for complaints under warranty can be found in § 9.
I. Complaints must be made in writing.
II. The invoice number, article number and reason for the complaint must be stated.
III. Unpaid returns cannot be accepted.
IV. We will check the goods and, in the event that a complaint is found to be justified, rectify it by either repair or replacement.
V. If it is not possible to repair the goods or to replace them with goods of the same quality, we reserve the right to replace them with goods of a different quality and price.
VI. Under no circumstances will we grant a replacement in advance. In the event of an advance purchase, the Customer bears the sole risk.
§ 12 Complaints and Returns
Complaints and returns must always be carried out via our returns tool at:
www.galaxy-profiles.at/en/serviceabwicklung/
durchzuführen.
§ 13 Goodwill Guidelines
Subject to certain conditions, we permit our Customers to return undamaged goods in their original packaging only. The return of undamaged goods will result in additional expenses on our part, on the basis of which we will charge a restocking fee of 10% (but at least €25) of the net sale price of the goods, as stated in your order.
The conditions for returns are:
- Delivery no earlier than three (3) months previously
- The goods must be in perfect condition. (No scratches or signs of use)
- Finished (e.g. cut-to-size) goods cannot be returned
- Customised products (OEM production) cannot be returned. This also applies to standard goods produced in special lengths or colours at the Customer‘s request.
- The goods must be returned to us at the Customer‘s expense.
§ 14 Retention of Title
I. All goods delivered shall remain our property until the purchase price has been paid in full.
II. Until further notice, the Customer is hereby authorised to sell, in its ordinary course of business, the goods subject to retention of title. In the event that the goods subject to retention of title are sold, the Customer hereby assigns to us its debt claims against its customers based on the sale, together with all ancillary rights. The Customer is hereby revocably authorised to collect the assigned debt claims, but may not dispose of them in any other way. The Customer
undertakes not to agree any prohibition of assignment with its customers insofar as this would affect our rights to security. If a Customer‘s purchaser insists on a prohibition of assignment, the Customer must inform us immediately. For as long as the retention of title lasts, the Customer is in particular prohibited from pledging or transferring ownership by way of security.
III. If the item purchased is mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. It is agreed that the Customer shall transfer ownership to us on a pro rata basis if the mixing of the item takes place in such a way that the Customer‘s item can be regarded as the main item. The Customer shall safeguard for us the sole ownership or co-ownership created in this way.
§ 15 Reservation in respect of Availability
If we discover after conclusion of the contract that the goods or services ordered are no longer available, or cannot be supplied for legal reasons, because the manufacturer no longer produces or sells the goods or services due to insolvency or business closure, we may either offer or supply goods or services of equivalent quality and price, provided these differ only slightly (e.g. colour) but have the same or similar functionality. We shall also be free to withdraw from the contract without payment of compensation. We shall refund to the Customer any payments already received, immediately after cancellation of the contract. In the case of an order on open account, your customer account will be credited accordingly.
§ 16 Printing/Typesetting Errors
If we realise subsequently that an error has crept in to the product details, the Customer may reconfirm the order under valid conditions; whereby it may do so either expressly in writing or implicitly by paying the price set. Otherwise, if the contract has already been accepted, we shall be entitled to withdraw from it immediately. In this case, all claims for damages are hereby excluded.
§ 17 Supply of Samples
I. Any supply of a sample is a sales promotion measure. The Customer has the option of ordering one unit of each item at a discounted price. Any request for supply of a sample must be specified at the time of ordering.
II. If goods are supplied as samples, they shall be invoiced at the agreed standard conditions.
III. Sample goods are excluded from exchange and return.
§ 18 Data Protection, Change of Address and Copyright
I. The Customer agrees that the personal data contained in the purchase contract may also be stored and processed by us automatically in fulfilment of this contract.
II. The Customer is obliged to inform us of any changes to its business address and UID number as long as the contractual transaction has not been fulfilled by both parties completely. If no notice is given, declarations shall be deemed to have been received, even if they were sent to the last known address.
III. All images, plans, sketches or other technical documents as well as samples, catalogues, brochures, illustrations and similar shall always remain our intellectual property; the Customer shall not receive any rights to use or exploit them in any way whatsoever. Exceptions to this rule are only possible on request and against individual written approval.
§ 19 Provision of Product Data
GALAXY® profiles offers its registered customers the option of downloading the technical specifications of products as a .csv file. Due to dynamic development and increased customer requirements, the product programme is constantly being expanded and modified. It is the Customer‘s duty to update the files at regular intervals (at least once a month is recommended).
§ 20 Deviation of Length Measurements for Profiles and Covers
For production reasons, there may be deviations in length specifications. These are in the range of -0% +0.2%. (For example, if a profile is specified to have a length of 2000mm, it may be between 2000mm and 2004mm long). It should also be noted that profiles and covers are not necessarily exactly the same length. In particular, differences in the length of the covers due to temperature-related ambient differences are possible.
§ 21 Final Provisions
I. The place of contractual fulfilment is our company headquarters at 6330 Kufstein, Austria. The exclusive place of jurisdiction for all disputes arising from and in connection with the contract concluded, including these General Terms and Conditions, regardless of legal grounds, is Kufstein, with the proviso that we are also entitled to take legal action at the site of the Customer‘s registered office or branch office. This agreement on jurisdiction also applies to contracting partners abroad. Since we are an Austrian company, Austrian law is applied.
II. All rights and obligations arising from and in connection with the contractual relationship shall be governed exclusively by Austrian law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG: the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980), and without regard to Austrian
law’s conflict of laws provisions.
III. All amendments and additions to this contract must be made in writing. This also applies to the requirement of written form.
IV. If any provision of these General Terms and Conditions or any provision within the framework of other agreements between us and the Customer is or becomes invalid, this shall not affect the validity of any other provisions or agreements. In place of the invalid provision, a provision shall be deemed to have been agreed that comes as close as legally possible in terms of place, time, extent and scope of application to what was intended by the contracting parties in accordance with the original meaning and purpose of the invalid provisions. The same applies in the event of a contractual lacuna.
V. The information in our catalogue, web shop and price lists is subject to change. Printing errors and changes to products
may sometimes lead to incorrect information. If any information differs as between the shop and the catalogue, the information in the shop is usually more up-to-date.
Company GALAXY® profiles GmbH, Zeller Berg 2c, Kufstein AUSTRIA