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Steel Trade and Central Office
Johann Neumüller GmbH
Gewerbestraße 3
A-4310 Mauthausen
Tel.: +43 7223 85000
Fax: +43 7223 85000-50
E-Mail office@eisen-neumueller.at

Commercial register number: 82843d
Commercial register court: District Court of Linz
BE-Commerce agency: Chief Administrative Office of PERG

Scrap Trade
Johann Neumüller GmbH
Wirtschaftspark Straße 9/3
A-4482 Ennsdorf/Hafen
Tel.: +43 7223 85000
Fax: +43 7223 85000 55
E-Mail schrott@eisen-neumueller.at

Commercial register number: 82843d
Commercial register court: District Court of Linz
BE-Commerce agency: Chief Administrative Office of Amstetten

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Editorial system

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Ulrich Koller - Büro für Gestaltung

Terms and Conditions

General Terms and Conditions of Sale and Delivery Johann Neumüller GmbH Version 2011

1. General
   These Terms and Conditions of Sale and Delivery shall apply to all – including future – deliveries, services and offers of Johann Neumüller Gesellschaft m.b.H. Differing or contrary terms shall not apply unless expressly agreed upon in writing; the same applies to the the written form requirement. Terms and conditions of purchase, conditions of sale and delivery and general terms and conditions from contracting parties and customers are hereby expressly contradicted and are therefore not part of the contract. All vicarious actions also are not deemed as agreement with any deviating stipulations or conditions.
2. Conclusion of contract
   1. All offers are subject to change. Illustrations, sketches, drawings and markings are non-binding.
   2. Contracts are concluded only if the order/offer of the customer is confirmed in writing by Johann Neumüller Gesellschaft m.b.H. or actually performed by sending the goods to the customer.
   3. The customer shall provide us in due time and of his own accord with all governmental permits, approvals and written documents that are required for processing the transaction. All costs and risks resulting from the delayed issue of required governmental permits and approvals shall be born by the customer.
   4. Information in advertisements, brochures, product information sheets, price lists and/or other information material is always non-binding and shall not be part of the contract, unless expressly agreed upon in writing.
3. Prices
   1. Prices are net prices without any deductions. Costs for special packaging, delivery, assembly or set-up and any intermediate storage will be agreed upon separately or calculated according to existing relevant price lists. The cost settlement for steel bars is always gross for net.
   2. For orders without an express price agreement the respective prices on the date of delivery shall apply; for deliveries ex works these are the last published works prices and for warehouse deliveries the last warehouse prices published by Johann Neumüller Gesellschaft m.b.H. Supplementary fees, public duties, new taxes and freight charges and any increases in the same that directly or indirectly affect deliveries, shall be paid by the customer.
   3. If goods are picked up that are not intended for the EU, the Austrian value-added tax will be charged and refunded to the customer upon submission of the proof of exportation for tax purposes.
4. Delivery, transport, delay in accepting delivery
   1. Deliveries are always ex works or ex warehouse. Goods for which the customer has received notification of readiness for dispatch shall be demanded by the customer immediately. Demands for partial shipment/partial deliveries are permissible only if expressly agreed upon in advance. The transfer of the goods to the possession of the customer with the risk of loss or damage passes to the customer at the time of provision in the works or the warehouse. From this time onward the customer bears the entire risk for the fate of the goods. Goods are always delivered unpackaged.
   2. Deliveries ex warehouse shall be of standard quality with no guarantee for the suitability for a particular process and/or use. For deliveries according to standards, the technical standards of the respective country of manufacture of the goods shall apply. Minor changes or other changes in the obligations of service or delivery of Johann Neumüller Gesellschaft m.b.H. that are reasonable for the customer are hereby deemed approved. This applies in particular also to deviations caused by the object.
   3. For transport and delivery the actual costs incurred including an appropriate overhead cost surcharge, however at least the applicable or usual freight or delivery charges for the selected transport type on the date of delivery shall be charged. Deviating stipulations shall be agreed upon based on the applicable version of the INCOTERMS. The route, transport and protective means, covered cars and crane cars, for which there is an extra charge, are left fully to the discretion of Johann Neumüller GmbH under exclusion of all liability. The latter shall be liable neither for the timely transport nor for distortion or bending, nor for rust film or other damage resulting from weather, in particular corrosion of the delivered goods.
   4. In the event of delay of acceptance of delivery, Johann Neumüller Gesellschaft m.b.H. is entitled to invoice the value of the goods and to store the goods at the risk and cost of the customer – 0.1% of the gross invoice amount for each partial calendar day – on the grounds of the Neumüller company or at the cost and risk of the customer on the premises of a businessman thus authorized. From the time of the delay in acceptance of delivery, Johann Neumüller Gesellschaft m.b.H. shall be liable only in the event of gross negligence for any loss or damage to the goods.
5. Delivery time
   1. Delivery times are always subject to change on the part of Johann Neumüller Gesellschaft m.b.H. Claims for damages from delay of delivery are excluded. Notwithstanding the first sentence above, delivery times always begin with the day following the date of acceptance of the order by the Johann Neumüller company, but not before clarification of all specifics of the respective order. If a delivery period is based on days, then only work days shall be counted. Counting based on calendar days is expressly note permitted. If the customer is responsible for fulfilling conditions (e.g. documents, permits, etc.), the delivery period begins upon fulfillment of these conditions. This also applies if delivery times or dates were expressly stipulated.
   2. The delivery is deemed executed upon notification of readiness to dispatch. In this connection, reference is made once again to the transfer of ownership as referred to in section 4.a above.
6. Right of return
   Every return of goods requires the express approval of Johann Neumüller Gesellschaft m.b.H. The latter is entitled to charge manipulation costs for returned goods for the amount of 20% of the gross value, pick-up costs for a flat fee of € 33.00 or based on a freight rate to be agreed upon. Every return of material that has been modified by any type of machining and/or processing is likewise excluded.
7. Terms of payment; default interest, offset, assignment ban
   1. In the absence of a separate payment agreement the purchase price shall be paid within 30 days of the invoice date on net terms and free of charges to Johann Neumüller Gesellschaft m.b.H. Any discount for immediate payment is permitted only by special agreement. In the event of delay of payment also of a partial amount, all discount agreements shall be void.
   2. Bills eligible for rediscount shall be accepted by Johann Neumüller Gesellschaft m.b.H. only by special agreement and only by way of payment. Discounting costs, charges, costs of any protest and other cash expenses shall be invoiced by Johann Neumüller Gesellschaft m.b.H. and are payable immediately.
   3. In the event of delay of payment, Johann Neumüller Gesellschaft m.b.H. shall be entitled to default interest for the amount of 1% for each partial calendar month, unless the interest charged to Johann Neumüller Gesellschaft m.b.H. by the bank is actually higher. In this case, the actual interest charged to Johann Neumüller Gesellschaft m.b.H. shall be agreed upon as the default interest. Johann Neumüller Gesellschaft m.b.H. shall be reimbursed for dunning charges incurred as a result of the delay for the amount of € 11.00 for each dunning notice. After 2 unsuccessful dunning notices, Johann Neumüller Gesellschaft m.b.H. is entitled to commission a collection agency or legal office; in the latter case, the costs shall be reimbursed to Johann Neumüller Gesellschaft m.b.H. by the customer up to the maximum amounts stated by the applicable version of the Ordinance of the Federal Ministry for Economic Affairs (BGBI 1996/141).
   4. In the event of failure to comply with these terms of payment and circumstances that are considered to diminish the credit rating of the customer, all other outstanding claims of Johann Neumüller Gesellschaft m.b.H. against the respective customer shall become due. In this case, Johann Neumüller Gesellschaft m.b.H. has the option of executing outstanding deliveries only in exchange for advance payment or securities or to cancel the contract without granting an extension and to request damages for breach of contract. In the event of delay of payment the customer is further obligated to secure all open claims by assignment or granting rights of lien or other suitable means for the benefit of Johann Neumüller Gesellschaft m.b.H.
   5. If payment by installments is agreed upon, the customer is in default of payment in the event of failure to pay two consecutive installments. In this case, all outstanding partial performances are due immediately without the granting of an extension.
   6. The customer authorizes Johann Neumüller Gesellschaft m.b.H. to offset the customer’s claims in the absence of reciprocity and/or payments due with claims to which Johann Neumüller Gesellschaft m.b.H. or companies with which the latter is associated as a parent, subsidiary or affiliate, or companies arising from such companies, is entitled. The offset or retention of claims of Johann Neumüller Gesellschaft m.b.H. is permissible only with due counterclaims of the respective customer that are not objectionable.
   7. The customer is not entitled to transfer claims from contractual relations of any type to third parties.
8. Title Retention
   1. The delivered goods remain the property of Johann Neumüller Gesellschaft m.b.H until full payment of the purchase price. Goods owned by Johann Neumüller Gesellschaft m.b.H can only be sold or consigned by customers to a third party when delivery versus payment and transfer of ownership is taken over by the third party (extended title retention). Until the assignment (for security) of the customers' purchase claim against the third party to Johann Neumüller Gesellschaft m.b.H is not legally effective only the customers' expectant right to acquire the ownership of the goods belonging to Johann Neumüller Gesellschaft m.b.H can be subject to a transfer to a third party.
   2. Goods owned by Johann Neumüller GmbH guarantee for all claims of any kind, resulting from legal obligations of any kind between Johann Neumüller GmbH and the customer.
   3. The customer is required to repay open accounts to Johann Neumüller GmbH promptly after remuneration received from consignments to third parties, and in every case to use the underlying transaction between Johann Neumüller GmbH and the customer.
   4. Should the customer acquire a co-ownership share of the goods through provisions such as mixing, amalgamation, or processing, the customer is required to inform Johann Neumüller GmbH and correspondingly to label the property of Johann Neumüller GmbH in a traceable and permanent way.
   5. In cases of delayed payment by the customer (after demands in writing and end of grace period), Johann Neumüller GmbH – without prejudice to other provisions – has claim to the withdrawal of the goods. This requisition does not constitute – in default of other notification in writing – rescission of the contract. Johann Neumüller GmbH has the right to enter the property of the customer to enforce this claim. In case Johann Neumüller GmbH withdraws the goods and does not back out of the contract, Johann Neumüller GmbH is authorized to dispose of the goods at the cost of the customer and to use the proceeds to satisfy outstanding accounts.
   6. In the event that third parties taking hold, the customer is required to notify such third party of Johann Neumüller GmbH being the owner thereof, and is also required to notify Johann Neumüller GmbH in writing of this third party access.
   7. The customer is further required to supply Johann Neumüller GmbH with the data of the third party within 14 days of request, so that title retention can be enforced.
9. Warranty, obligation to inspect, compensation for damages
   1. The condition of the goods at the time of transfer of risk (see Section 4.a) is decisive. Reports of damages shall be submitted in writing without delay, however no later than 14 days after delivery. Defects that cannot be detected during this time even after very careful examination shall be reported in writing immediately upon their discovery, however no later than 6 weeks after receipt of the goods. In the event of defects, all processing shall be stopped immediately. The customer shall give Johann Neumüller Gesellschaft m.b.H. the opportunity to inspect the goods or, on request, shall provide samples without delay; otherwise, all warranty rights shall be void. In the event of legitimate claims for defects asserted within the required time, defects shall be eliminated by replacement or rectification within a reasonable period.
   2. In the event of downgraded material (IIa material) and special items at special prices, all warranty is excluded.
   3. For deliveries ex warehouse of Johann Neumüller Gesellschaft m.b.H. warranty is given only for the external condition of the delivered material.
   4. Warranty rights and all rights of the customer resulting from the business relationship, including any rights of recourse, are limited to 6 months from the date of delivery and are limited to the value of the goods for material deliveries. Any liability for further damages, in particular for consequential damages or consequential harm caused by a defect, production costs, etc. and any liability in the event of slight negligence is excluded. The customer shall bear the burden of proof for gross negligence.
   5. The foregoing stipulations also apply for the delivery of goods other than according to the contract.
10. Product liability
    Insofar as damages are claimed by a customer pursuant to the Product Liability Act, Johann Neumüller Gesellschaft m.b.H. shall undertake to name the manufacturer or importer to the EU within a period of 3 months after assertion of the claim. Protective effects for the benefit of third parties are excluded. Austrian law shall apply to any rights of recourse of foreign buyers, under exclusion of reference to regulations of the IPRG.
11. Data protection, change of address, copyright
    1. Every customer hereby agrees that all data provided within the scope of the business activities of Johann Neumüller Gesellschaft m.b.H. may be used by the latter. Any change in the residential or business address shall be reported to Johann Neumüller Gesellschaft m.b.H. immediately and unsolicited; otherwise, declarations, documents, etc. sent to the customer shall be deemed as delivered if sent or transmitted to the last known address.
    2. Plans, sketches, technical documents, samples, catalogs, brochures, illustrations, etc. remain the property of Johann Neumüller Gesellschaft m.b.H. at all times. Customers receive no rights of use or exploitation for the above.
12. Impossibility, contractual penalty
    1. If the performance of Johann Neumüller Gesellschaft m.b.H. becomes wholly or partially impossible for Johann Neumüller Gesellschaft m.b.H. and/or a sub-contractor of the same after conclusion of the contract without the fault of the latter, in particular due to force majeure, including strikes, employee lock-outs and major breakdowns, then either the obligation of Johann Neumüller Gesellschaft m.b.H. to perform shall expire or the latter is entitled to cancel the respective contract for the part not yet performed.
    2. If customers cancel a contract without being so entitled or if they desire cancellation, then Johann Neumüller Gesellschaft m.b.H. has the option of either insisting on fulfillment of the contract or agreeing to cancellation of the contract. In the latter case customers, at the choice of Johann Neumüller Gesellschaft m.b.H., regardless of fault and whether damage actually exists, shall pay to Johann Neumüller Gesellschaft m.b.H. a flat-rate compensation for damages of 15% of the gross invoice amount or the actual damage.
13. Place of performance, applicable law, jurisdiction
    1. Place of performance is the location of Johann Neumüller Gesellschaft m.b.H. stated in the register of companies.
    2. Only Austrian law is valid, with exemption of its cross-reference and conflict rules. Use of the United Nations Convention on Contracts for the International Sale of Goods is expressly forbidden. German is the language of contract and correspondence.
    3. The parties agree to Austrian domestic jurisdiction. Locally competent is the court having jurisdiction at the location of Johann Neumüller Gesellschaft m.b.H.
14. Partial invalidity
    If single provisions of these terms and conditions should be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The parties shall undertake to make provisions that correspond to the spirit of the invalid provisions.
15. Delivery of reinforced steel
    The reinforced steels (bars, rings, mats) delivered by Johann Neumüller Gesellschaft m.b.H. are approved in Austria and externally monitored by accredited bodies. The ÜA label is in accordance with a conformity certificate from an approval and certification body of the parties pursuant to Art. 8, Paragraph 1 of the contract according to Art. 15a B-VG on the regulation of the suitability of constructions products.