General Terms and Conditions of Business Wittmann Möbelwerkstätten GmbH
These Terms and Conditions apply to all current and future transactions between Wittmann Möbelwerkstätten GmbH (hereinafter referred to as “the Company”) and the Customer, unless otherwise agreed. By making an order, the Customer expressly accepts and acknowledges these Terms and Conditions. Any changes to these Terms and Conditions shall only apply if agreed to in writing by both parties.
1. Quotations and conclusion of contract
1.1 All quotations, price lists and cost estimates issued by the Company are non-binding and only apply to orders made in full as quoted.
1.2 A contract is concluded once the Company furnishes a written order confirmation.
1.3 The subject of such contract is limited to the goods or services listed in the order confirmation. Should goods or services listed in the order confirmation differ from those in the Customer’s order, the Customer must notify the Company of this immediately, and at the same time notify the Company of whether it accepts the amended contract. In the absence of such notification the contract shall be deemed to be amended in accordance with the order confirmation.
1.4 Changes can be made within five working days of the order confirmation being issued. If changes are requested after this period, and the Company considers and confirms that such changes are technically feasible, the Company will be entitled to impose a surcharge of EUR 200 for each of the items concerned.
1.5 Orders can be cancelled free of charge within five working days starting from the date on which the order confirmation is issued. If cancellation is made after this time, the agreed price must be paid, unless otherwise agreed with the Company in writing.
1.6 If an order is cancelled, including in cases where cancellation is made within five days of confirmation of the order, the Customer must in any event pay the cost of materials ordered and work performed; payment is due immediately upon cancellation of the order.
2.1 All prices are ex works unless otherwise specified in the order confirmation.
2.2 The prices quoted are based on the Company’s price list for the country concerned valid on the day that the non-binding quotation is issued.
2.3 The minimum order value is as stated in the applicable price list.
2.4 The Company is obliged to use wooden crates for the shipment of certain models and shipment to certain countries. In this case, the packing costs are included in the price of the article quoted in the order confirmation. A list of the models and countries concerned can be found on: www.wittmann.at/verpackungen/.
2.5. For all other models and countries, the Customer can request shipment in wooden crates. In such cases, the Company will impose a surcharge of 5% of the respective customer’s own fabric (COF) price stated on the applicable price list.
3. Delivery and transfer of risk
3.1 The place of delivery and of transfer of risk shall be the Company’s works unless other delivery terms are agreed and defined using Incoterms.
3.2 No damage to goods shall entitle the Customer to refuse delivery. The Company shall be entitled to make deliveries by instalments.
3.3 The delivery dates provided by the Company in the order confirmation are estimates.
3.4 The Company is entitled to delay or postpone delivery within reason on the grounds set out in condition 3.5, or if delivery is prevented by reasons that are not due to at least gross negligence on the part of the Company. Such delays or postponements shall not entitle the Customer to any claims against the Company.
3.5 The Company will not be liable if delivery is delayed or becomes impossible due to force majeure circumstances, in particular government sanctions, industrial action such as strikes and lawful lockouts, restrictions imposed in response to epidemics or pandemics, or other impediments to performance beyond the Company’s control, including failure of the Customer to complete the required preparation in a timely manner, and the delivery or performance period will be extended accordingly. The Customer will be informed of the beginning and end of such circumstances.
3.6 Once delivery has taken place in accordance with condition 3.1, the Customer shall bear the risk of destruction or deterioration of the goods.
3.7 If dispatch or collection is delayed for reasons for which the Customer is responsible, the costs arising from storage of the goods at the Company’s works after the Customer has been informed that the goods are ready for dispatch shall be borne by the Customer. The minimum charge for this shall be 1,0% of the invoiced cost for each item for each month of storage or part thereof. The Company is entitled to store the goods in question at a location other than its works.
3.8 Should the Customer not take delivery of the goods by the appointed date after three delivery reminders have been issued, the Company shall be entitled to ship the goods to the Customer at the Customer’s expense, or to terminate the contract and claim full compensation for damages.
3.9 Should prepayment for goods that have been produced not be received by the due date, the Company shall be entitled to terminate the contract and claim full compensation for damages.
3 10 In case of delivery ex works, once the Customer has been notified that goods are ready for delivery, such goods shall be stored at the expense and the risk of the Customer. The same applies to goods that cannot be delivered for reasons set out in conditions 3.7 or 3.8.
4. Conditions in respect of custom products
4.1 Condition 4 shall form part of the contract if the Company has agreed to manufacture a custom product. Custom products are any that are not listed in the Company’s price lists.
4.2 All documentation that the Customer is contractually obliged to provide to enable a custom design to be manufactured must be supplied in good time for the Company to review such documentation and make the necessary preparations prior to initiating production.
4.3 Following careful inspection of the production documentation the Company shall, in light of its technical expertise, notify the Customer of any noticeable deficiencies and any concerns regarding the envisaged manufacture of the design. Should the Customer fail to provide, within one week, adequate instructions or suggestions in response to such notification in order to rectify or improve the design, the Customer shall bear sole liability for the consequences of such omission. In such circumstances, the Company shall be entitled to decline to manufacture the product, or to manufacture the product at the Customer’s expense without assuming any liability whatsoever. Deficiencies and errors in the production documentation that the Company can only identify by carrying out extensive checks involving the use of advanced technology shall not be deemed to be noticeable deficiencies.
4.4 If the Customer orders a full system comprising various modules and components (e.g. sofa system), the Customer must provide a corresponding sketch that forms the basis for production. In the event of a complaint after production has been completed, this sketch – and the price list – will serve as a reference for determining any defects or faults.
5.1 Unless other payment terms are agreed in writing, payment shall be due without any deductions within ten days of the invoice date. The same shall apply to partial invoices. Cheques and bills of exchange do not constitute payment until realised and require the Company’s express written agreement.
5.2 In case of payment default by the Customer, the Company is entitled to charge default interest of 10% p.a. In the event of continued default after a reminder has been issued, the Company is entitled to engage the services of a debt collection agency and solicitor to recover the debt, at the Customer’s expense. The Company is also entitled to claim compensation for all recovery costs resulting from the Customer’s default.
5.3 The Customer shall not be released from its obligations to comply with the payment conditions by invoking defects in the goods. The Customer shall not be entitled to exercise a right of retention.
5.4 The Customer may only offset payments if its counterclaims have been established by a court of law or acknowledged by the Company.
5.5 In the event that the Customer’s financial circumstances deteriorate, or that the Company subsequently become aware that at the time of conclusion of the contract the Customer’s financial circumstances were such as to endanger its ability to fulfil its contractual obligations, the Company may refuse to supply the goods and services agreed until a prepayment has been received.
5.6 If the agreed payment terms are not complied with, the Company may retain goods to be delivered or may terminate the contract after setting a reasonable deadline. In the event of the Customer’s insolvency the Company may terminate the contract without notice. This shall be without prejudice to any additional claims on the part of the Company to compensation for damages.
6. Retention of title
6.1 All goods and work produced shall remain property of the Company until full payment of the sale price including all additional fees has been received.
6.2 The Customer is not entitled to pledge goods under retention of title to a third party, or to offer such goods as collateral, or to assign any other rights to such goods to a third party. The Customer hereby undertakes to notify the Company as quickly as possible in the event of the seizure of its property under execution or any other seizure by a third party of goods supplied under retention of title. In the event of any levy of execution or other claim laid by a third party on such goods, the Customer shall draw attention to the Company’s ownership of the goods. The Customer shall be liable for any related costs and damages.
6.3 A levy of execution of the goods shall not be deemed to constitute a waiver of retention of title.
7.1 If the Customer is a consumer in the meaning of the Austrian Konsumentenschutzgesetz (Consumer Protection Act), the statutory warranty provisions apply. If the Customer is not a consumer, clauses 7.2, 7.3, 7.4, 7.7 and 7.8 below apply. Clauses 7.5, 7.6, 7.9, 7.10 and 7.11 below apply in any case, i.e. including in cases where the Customer is a consumer.
7.2 The Customer must inspect the goods upon delivery without delay and, if a defect is discovered, inform the Company in writing within five working days of delivery, otherwise all warranty and damages claims will be excluded. This also applies to wrong deliveries. Damage sustained in transit must be identified immediately upon receipt of the goods, and confirmation of such damage must be demanded from the carrier or forwarding agent.
7.3 If defects only become evident later, complaints must also be made within five working days of recognition of the defect, otherwise the goods will be deemed to be accepted with such defects.
7.4 The customer must provide the Company the opportunity to examine the complaint, in particular the goods in question and packaging material must be provided for internal vendor inspection. If the customer is unable to comply with these provisions, the vendor is deemed to be exempt of any liability for any defects.
7.5 Deviations from or minor changes to the agreed performance (e.g. in terms of colours, wood or veneer pattern, the grain and structure of fabrics and leathers, the finishes of metal parts [e.g. soft copper], dimensions, etc.) must be accepted by the Customer if they are attributable to the respective material and are negligible. The warranty does not extend to wear and tear or the fading of the covering. Creases and/or wrinkles are not deemed to be defects.
7.6 If goods have been produced in accordance with the Customer’s instructions, the Company’s warranty will be limited to compliance with such instructions.
7.7 The Customer can make warranty claims up to one year after collecting the goods. The Company may compensate warranty claims by supplying missing goods, repairing or replacing defective goods, or offering price reductions.
7.8 Returns of goods require the express and written approval of the Company.
7.9 In the event of an unjustified complaint the Company may invoice the Customer for the cost of assessing the warranty claim.
7.10 The Company will not provide any guarantee of quality or any warranty for materials (fabrics, leather, etc.) provided by the Customer.
8.1. In addition to the warranty, the Company will provide a guarantee of five years from the date of collection of the goods to the end user. The terms of the guarantee are stated on the guarantee slip and on the price list.
9.1 The Company will only assume liability for damage suffered by the Customer to the extent that such damage is due to wilful intent or gross negligence on the part of the Company or its agents.
9.2 Liability for lost profits, consequential damages or damages arising from third-party claims is excluded.
9.3 The Company shall not be liable for damages resulting from improper treatment of the goods supplied. Liability is also excluded for any alterations, improvements or repairs made by third parties after the goods have been delivered.
9.4 Should the Customer insist on the use of a material provided by it, contrary to the Company’s advice, the Company shall not assume any liability for damages resulting from the use of such material.
9.5 If the Customer fails to comply with legal or regulatory requirements, frameworks or standards applicable in a country other than Austria, the Company will not assume any liability for such non-compliance. In particular, the Company assumes no liability whatsoever if, after delivery, the Customer forwards the goods of its own accord to a country other than that specified on the order confirmation.
10. Other provisions
10.1 Should any provision of these Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. If any rights under these Terms and Conditions are not claimed, no other rights whatsoever shall be waived in consequence.
11. Applicable law, place of performance, jurisdiction
11.1 These Terms and Conditions and contracts concluded under these Terms and Conditions will be subject to Austrian substantive law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and any conflict of laws rules.
11.2 The place of performance for both contractual parties shall be 3492 Etsdorf am Kamp, Austria.
11.3 The parties hereby agree that the competent court for the first district of Vienna (Innere Stadt) will have sole jurisdiction over any disputes arising from and in connection with the contract.
12. Consumer protection
12.1 If the Customer is a consumer in the meaning of the Austrian Consumer Protection Act, then the above provisions shall apply to the extent that they are permissible under that Act.
12.2. If any provision(s) or part(s) thereof become invalid, this will not affect the validity of the other provisions.
Last updated: January 2021