Conditions of Purchase of Machinery and Equipment
In addition to the General Terms and Conditions of Neuhofer Holz GmbH, the following special Conditions of Purchase for Machinery and Equipment apply. In the case of any conflict with the General Terms and Conditions of Business, then these Conditions of Purchase for Machinery and Equipment shall take precedence:
[1.1.] The supplier shall deliver a complete machine/equipment that includes all items that are necessary for ensuring satisfactory operation while maintaining the warranted characteristics, even if the necessary items are not itemized separately in the order. For this reason, the supplier shall provide the ordering party with a list of the corresponding parts.
[1.2.] The supplier establishes a specification, together with the purchaser, in which all obligations of both the supplier and the purchaser are listed. The specification is part of the contract.
[1.3.] Transfer of risk shall occur on the day of acceptance. The supplier shall conclude an insurance policy at his own cost covering possible adverse events (e.g. fire, etc.) that could occur following delivery, but prior to acceptance.
[1.4.] The supplier is required - unless otherwise expressly agreed - , and in coordination with the purchaser, to install and set up the machine/equipment at the chosen site fully connected and ready to operate. When unloading during delivery, the supplier must be present and take over the coordination of these activities.
[2.] Delivery Date:
[2.1.] If the parties have agreed a delivery date, then this is considered to be a fixed date.
[2.2.] In the case that the ordering party has suffered damage due to a delay in the delivery on the part of the Supplier, the Buyer is be entitled to claim damages for this delay amounting to 5 % per week and a maximum of 30 % of the value of the corresponding part of the total delivery which as a result cannot be used in good time; this shall not affect the assertion of any further damage.
[3.] Installation, Commissioning, Trial Operation:
[3.1.] The installation, commissioning and trial operation shall be performed according to the defined schedule mutually agreed with the purchaser.
[3.2.] The supplier shall take appropriate consideration of the purchaser's operational interests during the installation, commissioning and trial operation and take into account that a partial or total cessation of the purchaser's operational activities can not be demanded. The supplier shall not disrupt or impede the normal operations of the purchaser more than absolutely necessary.
[3.3.] The commissioning of the machine/equipment shall be performed following completion of the required installation work. This shall cover the functional testing of the entire system, with and without load, as well as its constituent parts and sub-groups. Following completion of the commissioning activities the machine/equipment shall be in an operational state and ready to start the trial operation. The duration of the trial operation shall be agreed in writing between the purchaser and the supplier. The trial operation shall be conducted - unless expressly agreed otherwise - under the supervision of the supplier.
[3.4.] The production performance of the machine/equipment must achieve at least 98 % of the average monthly production performance as specified in the specification, and this also applies analogously to the trial operation.
[3.5.] Neither the transfer of risk, the system acceptance, nor the beginning of the warranty period are connected in any way to the beginning of the trial run.
[4.] Acceptance, Acceptance Report:
[4.1.] The machine/equipment acceptance activities shall begin upon completion of the agreed trial operation period.
[4.2.] As soon as the supplier has provided evidence demonstrating that the agreed performance criteria have been achieved, then this shall be recorded in an Acceptance Report and the Acceptance confirmed. However, should it become clear during the acceptance activities that the machine/equipment was not produced according to the contract, then the supplier must perform a repeat of the acceptance testing within a reasonable time. The associated costs shall be borne by the supplier.
[4.3.] The production performance of the machine/equipment must achieve at least 98% of the average monthly production performance as specified in the specification. Should this not be achieved during the trial operation, then the purchaser is entitled to refuse the acceptance of the machine/equipment.
[4.4.] The transfer of risk from the supplier to the purchaser shall occur following a successful Acceptance being performed and confirmed in the associated Acceptance Report. The Acceptance must be performed at the agreed acceptance date and the Acceptance Report must be signed off by the purchaser's Managing Director. Signing off of this Acceptance Report by any other person deems that the machine/equipment are not accepted.
The Supplier shall provide qualified technical staff at the site where the machinery/equipment is installed to provide both technical assistance and instruction to the purchaser's personnel on the use of the machinery. The Supplier shall ensure that sufficient staff is made available at the purchaser's headquarters or if necessary in any of the supplier's training centres where this training is to be performed. This user-training shall be provided free of charge to the purchaser. The supplier shall provide refresher training within an appropriate period.
[6.1.] The supplier guarantees that all items supplied by him and all the services provided are technically state of the art and that they meet the relevant legal provisions, as well as the rules and regulations of the respective authorities and professional interest groups. In addition, the respective obligations according to the specification (see point [1.2] above) are to be observed.
[6.2.] The guarantee period is 24 months.
[6.3.] The warranty period is 36 months. This also applies to spare parts. For repaired or newly delivered spare parts the warranty period starts anew from the date of commissioning.
The supplier undertakes to provide service from Monday to Sunday and within 24 hours of being requested by the purchaser. Remote maintenance shall be provided in the time frame from 07:00 - 19:00 hours, also from Monday to Sunday.
[8.] Availability of Spare Parts:
The availability of spare parts is guaranteed for a period of 25 years counted from the acceptance of the machine/plant. Spare parts shall be delivered within 24 hours of order placement by the purchaser.
[9.] Rights to Use Software Programs:
Concerning deliverable software programs and related documentation, the supplier grants the purchaser a non-exclusive and non-transferable right to use these in connection with those products for which the programs and documentation are delivered according to contract. All other rights to these software programs and documentation, including making copies and subsequent amendments shall remain with the supplier. The purchaser undertakes to not make these programs and documentation available to third parties. However, the purchaser is entitled to make copies for their own archival and back-up purposes or to support system troubleshooting. However, the provision of source code requires a separate written agreement. Concerning this point, the following body is determined as the depository for the source code: PEHB Rechtsanwaelte GmbH, Erzabt-Klotz-Strasse 21A, 5020 Salzburg, Austria.
[10.] Payment Conditions:
The supplier's invoices are due as follows:
20% advance payment with 45 days net payment period per each order and against presentation of an abstract bank guarantee of an Austrian or German major bank with a minimum term until the planned acceptance and performance plus a further total of 45 days, and 50% payment upon commissioning with 45 days net payment period per each order and against presentation of an abstract bank guarantee of an Austrian or German major bank with a minimum term until the planned acceptance and performance plus a further total of 45 days, and 30% net upon acceptance and performance with a 45 days payment term.
[11.] Security Deposit:
Unless otherwise agreed, the purchaser is entitled to withhold 10% of the total order value as a non-interest bearing security deposit to cover any claims covering damages, warranty or guarantee claims or unjust enrichment. This security deposit may be retained for a period up to 45 days after the termination of the guarantee period. Substitution of this security deposit by a bank guarantee is only possible by prior arrangement. All possibly applicable fees for such a bank guarantee are to be paid for by the supplier.
[12.] Non-disclosure and Confidentiality Agreement
[12.1.] The supplier warrants to observe confidentiality towards third parties concerning all aspects of the contract terms and/or any additional agreements made between the contracting parties, both during the period of the contractual relationship and following its termination.
[12.2.] The confidentiality obligation shall not apply in the event that:
[12.2.1.] an information was already generally available in the public domain, without such notification resulting from an indiscretion of the supplier, or
[12.2.2.] the information had already been given earlier to a third party before an obligation of confidentiality was known;
[12.2.3.] unless a legal duty of disclosure applies.
[12.3.] The supplier undertakes to treat the contract concluded with the purchaser, its facilities and all documents which have been or will be issued while carrying out the contract in a confidential manner and to ensure that its employees also fulfil this confidentiality obligation. The supplier shall not pass any technical and commercial information to third parties, which he has obtained in cooperation with the purchaser.
[12.4.] In the case of a culpable infringement of this confidentiality obligation, then the purchaser is entitled to impose, without concrete proof of damages, a contractual penalty on the supplier of 80 % of the net purchase price, but at least € 150,000.00 per violation. The purchaser expressly reserves the right to claim for further damages that go beyond this penalty. The assertion of further (compensation) claims is expressly reserved.
[13.] Data protection:
The customer explicitly points to the attached data protection declaration.
Exclusivity: The supplier guarantees to the purchaser for a period of 15 years, that no identical or similar machine/equipment is planned and/or will be sold to any competitor of the purchaser. This obligation is also binding concerning any sale of even a similar machine/equipment to any third party purchaser at all.
PRIVACY STATEMENT: 15.05.2019
[1.] Privacy statement
We exclusively process your personal data in compliance with the provisions of the General Data Protection Regulation (DSGVO) as well as the 2018 Data Protection Act. Below, we will inform you of the nature, scope and purpose of data collection and use thereof:
[2.] Who we are
The following party is the data processing controller
Neuhofer Holz GmbH
4893 Zell am Moos
[3.] Collection and processing of data
We process the personal data that you provide to us in connection with a request or order. The data is processed in order to process your request or your order. The legal basis for the processing of data is your consent in accordance with Art 6 para. 1 lit a DSGVO, contract initiation and fulfilment in accordance with Art 6 para. 1 b DSGVO in order to be able to process your order or our overriding legitimate interest in accordance with Art 6 para. 1 lit f DSGVO in order to inform you, in a specific and up-to-date manner, as the interested party e.g. regarding our offering
4.] Use, sharing and deletion of personal data
To the extent you provide us with personal data, we only use it to respond to your requests and to process your order.
We only pass on or transfer personal data on to third parties if this is necessary in order to process the contract or for billing purposes or if you have consented to this. You have the right at any time to revoke the consent you have provided with effect for the future.
We will only keep your personal data as long as necessary in order to reach this purpose. In any case, we will save your personal data as long as statutory retention obligations apply or periods of limitation for potential legal claims have not yet expired.
The saved personal data will also be erased if you revoke your consent to the data being saved. Data for billing and accounting purposes is not affected by the retention requirements.
[5.] Your rights as a data subject
You have the right to revoke, at any time, any consent to the processing of your personal data. The lawfulness of the processing of your personal data up to revocation will not, however, be affected by the revocation.
Furthermore, you have the right, at any time, of access, rectification, erasure and restriction of processing and data transfer of your personal information by the controller. Please get in touch with the contact specified under [2.].
Furthermore, you have the right to object to the processing of your personal data; in this case, your personal data will no longer be processed.
Finally, you have the right of complaint to the data protection authority, Wickenburggasse 8-10, 1080 Vienna, e-mail: dsb(kwfat)dsb.gv(kwfdot)at