General Terms and Conditions of Sale for business transactions: Status 2022

1.Validity

1.1. These Terms and Conditions shall apply between CertoClav Sterilizer GmbH and natural persons and legal entities (hereinafter referred to as “Customer”) for the present company-related legal transaction as well as for all future transactions, even if no express reference is made to them in individual cases, in particular for future supplementary or follow-up orders.

1.2. The version of our General Terms and Conditions valid at the time of conclusion of the contract, available on our homepage certoclav.com, shall apply. For all products of the Certos HMI division, the version of our HMI General Terms and Conditions current at the time of conclusion of the contract, available on our homepage www.certos.ai shall apply in each case.

1.3. We contract exclusively on the basis of our General Terms and Conditions.

1.4. Any terms and conditions of business of the customer or any amendments or supplements to our General Terms and Conditions of Business shall require our express written consent in order to be valid.

1.5. The customer’s terms and conditions shall not be recognized even if we do not expressly object to them after receipt.

2. Offers, Conclusion of Contract

2.1. Our offers are non-binding.

2.2. Promises, assurances and guarantees on our part or agreements deviating from these General Terms and Conditions in connection with the conclusion of the contract shall only become binding upon our written confirmation.

2.3. Information about our products and services given in catalogs, price lists, brochures, advertisements on trade fair stands, circulars, advertising mailings or other media (information material) which is not attributable to us shall be presented to us by the customer – if the customer bases its decision to place an order on such information. In this case, we may comment on their accuracy. If the customer violates this obligation, such information shall not be binding unless it has been expressly declared in writing to be part of the contract.

2.4. Cost estimates are made without guarantee and are non-binding.

3. Prices

3.1. Price quotations are in principle not to be understood as lump-sum prices.

3.2. For services ordered by the customer which are not covered by the original order, the customer shall be entitled to an appropriate fee in the absence of an agreement on remuneration for work.

3.3. Prices quoted are exclusive of the applicable statutory value-added tax and are ex warehouse. Packaging, transport. Loading and shipping costs as well as customs duties, insurance, handling charges and surcharges for small quantities shall be borne by the customer. We are only obliged to take back packaging if this has been expressly agreed.

3.4. The customer shall be responsible for the proper and environmentally compatible disposal of used materials. If we are separately commissioned to do so, the customer shall additionally pay for this to the extent agreed for this purpose, in the absence of an agreement on remuneration.

3.5. We shall be entitled of our own accord, as well as obligated at the request of the customer, to adjust the contractually agreed fees if changes have occurred since the conclusion of the contract with regard to (a) wage costs by law, ordinance, collective agreement, company agreements or (b) other cost factors necessary for the performance of the service, such as procurement costs of the materials used due to recommendations of the Joint Commissions or changes in the national or world market prices for raw materials, exchange rates, etc. The adjustment shall be made to the extent agreed upon by the customer. The adjustment shall be made to the extent that the actual manufacturing costs at the time of conclusion of the contract change compared to those at the time of actual performance, provided that we are not in default.

3.6. The remuneration for continuing obligations shall be agreed as value-assured according to the CPI 2010 and an adjustment of the remuneration shall be made as a result. The month in which the contract was concluded shall be taken as the starting point.

3.7. Costs for travel, daily and overnight allowances shall be charged separately. Travel time shall be deemed to be working time.

4. Goods provided

4.1. If equipment or other materials are provided by the customer, we shall be entitled to charge the customer 50% of the value of the equipment or material provided as a handling surcharge.

4.2. Such equipment and other materials provided by the customer shall not be subject to warranty. The customer is responsible for the quality and operational readiness of the equipment provided.

5. Payment

5.1. In the case of an initial order by a new customer, 100% of the total payment is due upon conclusion of the contract.

5.2. The purchase price shall be paid within 14 days of the invoice date without deduction.

5.3. The entitlement to a cash discount requires an express written agreement.

5.4. Payment dedications made by the customer on transfer vouchers are not binding for us.

5.5. If the customer is in default of payment within the scope of other contractual relationships existing with us, we shall be entitled to suspend performance of our obligations under this contract until performance by the customer.

5.6. We shall then also be entitled to call due all claims for services already rendered under the current business relationship with the customer.

5.7. If the payment deadline is exceeded, even if only with regard to a single partial service, any benefits granted (discounts, deductions, etc.) shall be forfeited and added to the invoice.

5.8. In the event of delayed payment, the customer undertakes to reimburse us for the costs necessary and appropriate for collection (reminder costs, collection fees, lawyers’ fees, etc.).

5.9. Pursuant to § 456 of the Austrian Commercial Code (UGB), we shall be entitled to charge 9.2% points above the base interest rate in the event of a default in payment for which we are responsible.

5.10. We reserve the right to claim further damages for default.

5.11. The customer shall only be entitled to set-off insofar as counterclaims have been established by a court of law or recognized by us.

5.12. In the event of a delay in payment for which the customer is responsible, the customer undertakes to pay reminder charges of € 5.00 per reminder, insofar as this is in reasonable proportion to the claim pursued.

6. Credit assessment

6.1. The customer declares his explicit consent that his data may be transmitted to the state-preferred creditor protection associations Alpenländischer Kreditorenverband (AKV), Österreichischer Verband Creditreform (ÖVC), Insolvenzschutzverband für Arbeitnehmer oder Arbeitnehmerinnen (ISA) and Kreditschutzverband von 1870(KSV) exclusively for the purpose of creditor protection.

7. Cooperation obligations of the customer

7.1. Our obligation to perform the service shall commence at the earliest as soon as all technical details have been clarified, the customer has met the technical and legal requirements (which we shall be pleased to provide upon request), we have received any agreed advance payments or security deposits, and the customer has fulfilled its contractual obligations to perform in advance and to cooperate, in particular also the obligations set forth in the following subsections.

7.2. In the case of assembly work to be carried out by us, the customer is obliged to ensure that the work can be started immediately after the arrival of our assembly personnel.

7.3. The customer shall arrange for the necessary permits from third parties as well as notifications and permits from authorities at his own expense. These can be requested from us.

7.4. The energy and water required for the performance of the work, including the trial run, shall be provided by the customer at its own expense.

7.5. The customer shall provide us, free of charge, with lockable rooms that are inaccessible to third parties for the stay of the workers and for the storage of tools and materials during the performance of the service.

7.6. The customer shall be liable for ensuring that the necessary structural, technical and legal requirements for the work to be performed or the object of purchase are met, which were described in the contract or in information provided to the customer prior to conclusion of the contract or which the customer should have known due to relevant expertise or experience.

7.7. The customer shall also be liable for ensuring that the technical installations, such as supply lines, cabling, networks and the like, are in a technically flawless and operational condition and are compatible with the works or objects of purchase to be manufactured by us.

7.8. We shall be entitled, but not obliged, to inspect these facilities for a separate fee.

7.9. In particular, the customer shall provide the necessary information on the location of concealed electricity, gas and water lines or similar installations, escape routes, other obstacles of a structural nature, possible sources of danger as well as the necessary structural data without being requested to do so before the start of the installation work.

7.10. Order-related details of the necessary information can be requested from us.

7.11. The customer shall bear sole responsibility for the construction and functionality of parts provided. There shall be no obligation to inspect any documents, information or instructions provided by the customer with regard to the delivery item – beyond the creation of a technical construction dossier and the certification of compliance with the Machinery Directive and any other applicable directives – and any liability on our part in this respect shall be excluded. The obligation to issue the certificate may be contractually transferred to the customer placing the delivery item on the market.

7.12. The customer is not entitled to assign claims and rights arising from the contractual relationship without our written consent.

8. Decontamination declaration of the buyer:

8.1. Equipment or other materials handed over to CertoClav Sterilizer GmbH must be decontaminated by Buyer or by the last user. The decontamination is confirmed by a decontamination certificate, which is enclosed with the goods. A sample decontamination declaration can be found here.

8.2. For damages of any kind resulting from a lack of cleaning and/or decontamination, the buyer or the last user is fully liable.

8.3. Every owner of a device is obliged to pass on this information in case of sale or transfer.

9. Performance of services

9.1. We shall only be obliged to take into account subsequent requests for 9.1 We shall only be obliged to take into account the customer’s subsequent requests for modifications and extensions if they are necessary for technical reasons in order to achieve the purpose of the contract.

9.2. Minor changes to our performance which are reasonable and objectively justified for the customer shall be deemed to have been approved in advance.

9.3. If, for whatever reason, the order is amended or supplemented after it has been placed, the delivery/service period shall be extended by a reasonable period of time.

9.4. If, after conclusion of the contract, the customer requests performance within a shorter period of time, this shall constitute an amendment to the contract. As a result, overtime may become necessary and/or additional costs may be incurred due to the acceleration of material procurement, and the remuneration shall be increased appropriately in proportion to the necessary additional expenditure.

9.5. Partial deliveries and services that are objectively justified (e.g. size of plant, progress of construction, etc.) shall be permitted and may be invoiced separately.

9.6. If delivery on call has been agreed, the object of performance/purchase shall be deemed to have been called at the latest six months after the order.

10. Delivery and performance periods

10.1. Delivery/service deadlines and dates shall only be binding on us if they have been stipulated in writing. Any deviation from this formal requirement must also be in writing.

10.2. In the event of force majeure, strike, unforeseeable delays by our suppliers for which we are not responsible or other comparable events beyond our control, deadlines and dates shall be postponed for the period during which the event in question continues. This shall not affect the customer’s right to withdraw from the contract in the event of delays that make it unreasonable to commit to the contract.

10.3. If the start of the performance or the performance is delayed or interrupted due to circumstances attributable to the customer, in particular due to a breach of the duties to cooperate pursuant to Section 7, performance periods shall be extended accordingly and completion dates shall be postponed accordingly.

10.4. We shall be entitled to charge 10% of the invoice amount for each commenced month of the delay in performance for the storage of materials and equipment and the like in our company which is necessary as a result, whereby the customer’s obligation to pay and its obligation to accept shall remain unaffected by this.

10.5. In the event of withdrawal from the contract due to delay, the customer shall set a grace period by registered letter and at the same time threaten to withdraw from the contract.

11. Transfer of risk

11.1. The risk shall pass to the entrepreneurial customer as soon as we hold the object of purchase, the material or the work ready for collection in the factory or warehouse, deliver it ourselves or hand it over to a carrier.

11.2. The entrepreneurial customer shall take out appropriate insurance against this risk. We undertake to take out transport insurance at the written request of the customer and at the customer’s expense. The customer shall approve any customary mode of shipment.

12. Default of acceptance

12.1. If the customer is in default of acceptance for more than 3 weeks (refusal of acceptance, default in advance performance or otherwise, no call-off within a reasonable period of time in the case of an order on call), and if the customer, despite having been granted a reasonable grace period, has failed to remedy the circumstances for which it is responsible and which delay or prevent the performance of the service, we shall be entitled to otherwise dispose of the equipment and materials specified for the performance of the service, provided that, in the event of the continuation of the performance of the service, we procure such equipment and materials within a period of time which is reasonable under the respective circumstances.

12.2. In the event of default in acceptance by the customer, we shall also be entitled to store the goods on our premises if we insist on performance of the contract, for which we shall be entitled to a storage fee in accordance with clause 10.4.

12.3. In the event of a justified withdrawal from the contract, we shall be entitled to claim liquidated damages from the customer in the amount of 25% of the gross order value without having to prove the actual damage.

12.4. The assertion of a higher damage is permissible.

13. Retention of title

13.1. The goods delivered, assembled or otherwise handed over by us shall remain our property until payment has been made in full.

13.2. If the customer is in default of payment, we shall be entitled to demand the return of the goods subject to retention of title after setting a reasonable grace period.

13.3. The customer shall notify us without delay prior to the opening of bankruptcy proceedings against its assets or the seizure of our reserved goods.

13.4. The customer declares his express consent that we may enter the location of the reserved goods in order to assert our reservation of title.

13.5. The customer shall bear any costs necessary and reasonable for the appropriate legal prosecution.

13.6. The assertion of the reservation of title shall only constitute a withdrawal from the contract if this is expressly declared.

13.7. We shall be entitled to dispose of the goods subject to retention of title taken back on a discretionary basis and at the best possible price.

13.8. Until full payment of all our claims, the object of performance/purchase may not be pledged, transferred by way of security or otherwise encumbered with the rights of third parties. In the event of a pledge or other claim, the customer shall be obliged to point out our right of ownership and to notify us immediately.

14. Property rights of third parties

14.1. For delivery items which we manufacture according to customer documents (design data, drawings, models or other specifications, etc.), the customer shall be solely responsible for ensuring that the manufacture of these delivery items does not infringe the property rights of third parties.

14.2. If property rights of third parties are nevertheless asserted, we shall be entitled to cease production of the delivery items at the risk of the customer until the rights of third parties have been clarified, unless the unjustified nature of the claims is obvious.

14.3. The customer shall indemnify and hold us harmless in this respect.

14.4. We shall be entitled to demand reasonable advance payments from entrepreneurial customers for any legal costs.

14.5. We may also claim reimbursement from the customer for necessary and useful costs incurred by us.

14.6. We shall be entitled to demand reasonable advance payments for any legal costs.

15. Our intellectual property

15.1. Delivery items and related execution documents, plans, sketches, cost estimates and other documents as well as software provided by us or created by our contribution shall remain our intellectual property.

15.2. Their use, in particular their passing on, duplication, publication and making available, including copying even of extracts, as well as their imitation, processing or utilization shall require our express consent.

15.3. The customer further undertakes to maintain secrecy vis-à-vis third parties with regard to any knowledge acquired by him as a result of the business relationship.

16. Warranty

16.1. The warranty period for our services shall be two years from handover. 

16.2. In the absence of any agreement to the contrary (e.g. formal acceptance), the time of handover shall be the time of completion, at the latest when the customer has taken over the service into his power of disposal or has refused to take over the service without giving reasons. In the absence of a justified refusal to accept the service, the service shall be deemed to have been taken over by the Customer on the date on which the Customer is notified of its completion.

16.3. If a joint handover is planned and the Customer fails to attend the handover date notified to him, the handover shall be deemed to have taken place on that day.

16.4. Remedies of a defect claimed by the Customer shall not constitute an acknowledgement of a defect.

16.5. The customer must always prove that the defect was already present at the time of handover.

16.6. In order to remedy defects, the customer shall make the plant or the equipment accessible to us without culpable delay and shall grant us the opportunity to have it inspected by us or by experts appointed by us.

16.7. Notification of defects and complaints of any kind shall be made in writing without delay (after 6 working days at the latest) at the registered office of our company, describing the defect as precisely as possible and stating the possible causes, failing which the warranty claims shall be forfeited. The goods or works complained about shall be handed over by the customer if this is feasible.

16.8. If the customer’s allegations of defects are unjustified, the customer shall be obliged to reimburse us for any expenses incurred in ascertaining that the goods are free of defects or in rectifying the defects.

16.9. Any use or processing of the defective delivery item that threatens further damage or makes it difficult or impossible to remedy the cause shall be discontinued by the customer without delay, unless this is unreasonable.

16.10. We shall be entitled to carry out or have carried out any inspection we deem necessary, even if this renders the goods or workpieces unusable. In the event that this inspection shows that we are not responsible for any defects, the customer shall bear the costs of this inspection for an appropriate fee.

16.11. Transport and travel costs incurred in connection with the rectification of defects shall be borne by the customer. Upon our request, the customer shall provide the necessary labor, energy and premises free of charge and shall cooperate in accordance with Section 7.

16.12. The customer shall grant us at least two attempts to remedy defects.

16.13. We may avert a claim for redhibitory action by improvement or reasonable price reduction, unless the defect is substantial and irremediable.

16.14. If the objects of performance are manufactured on the basis of information, drawings, plans, models or other specifications of the customer, we shall only warrant the execution in accordance with the conditions.

16.15. The circumstance that the work is not fully suitable for the agreed use shall not constitute a defect if this is based exclusively on deviating actual conditions from the information available to us at the time of the performance of the service because the customer does not comply with his obligations to cooperate pursuant to item 7.

16.16. Likewise, it shall not constitute a defect if the customer’s technical equipment, such as supply lines, cabling, networks, etc., is not in a technically perfect and operational condition or is incompatible with the delivered items.

17. Guaranty

17.1. The warranty for products & equipment produced and sold by CertoClav (with the exception of seals and wear parts) is 2 years from the date of purchase and is valid upon presentation of the warranty certificate and proof of purchase.

17.2. In the event of use not in accordance with the intended purpose, the warranty claim shall expire.

18. Liability

18.1. Due to breach of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., we shall be liable for financial losses only in cases of intent or gross negligence due to technical peculiarities.

18.2. Liability shall be limited to the maximum liability amount of any liability insurance taken out by us.

18.3. This limitation shall also apply with regard to damage to an item which we have accepted for processing.

18.4. Claims for damages shall be asserted in court within two years, otherwise they shall be forfeited.

18.5. The limitations or exclusions of liability shall also include claims against our employees, representatives and vicarious agents due to damage caused by them to the customer without reference to a contract on their part with the customer.

18.6. Our liability is excluded for damage caused by improper handling or storage, overloading, failure to follow operating and installation instructions, faulty assembly, commissioning, maintenance, servicing by the customer or third parties not authorized by us, or natural wear and tear, insofar as this event was causal for the damage. Likewise, the exclusion of liability exists for omission of necessary maintenance.

18.7. If and to the extent that the customer can claim insurance benefits for damages for which we are liable through a damage insurance policy of its own or concluded in its favor (e.g. liability insurance, hull insurance, transport, fire, business interruption and others), the customer undertakes to claim the insurance benefit and our liability towards the customer shall be limited to the disadvantages incurred by the customer as a result of claiming this insurance (e.g. higher insurance premium).

18.8. Those product characteristics shall be owed which can be expected by the customer with regard to the approval regulations, operating instructions and other product-related instructions and notes (esp. also inspection and maintenance) from us, third party manufacturers or importers, taking into account the customer’s knowledge and experience. The customer as reseller shall take out sufficient insurance for product liability claims and shall indemnify and hold us harmless with regard to recourse claims.

19. Severability clause

19.1. Should individual parts of these General Terms and Conditions be invalid, this shall not affect the validity of the remaining parts.

19.2. The parties undertake at this point to agree on a substitute provision – on the basis of the horizon of honest contracting parties – which comes as close as possible to the economic result of the invalid provision, taking into account the customary practice in the industry.

20. General

20.1. Austrian law shall apply.

20.2. The UN Convention on Contracts for the International Sale of Goods shall be excluded.

20.3 The place of performance shall be the registered office of the company in Leonding.

20.4. The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between us and the customer shall be the court with local jurisdiction for our registered office (Linz Regional Court).

20.5. The customer shall notify us immediately in writing of any changes in his name, company name, address, legal form or other relevant information.

20.6. The currently prevailing uncertainty due to the Corona Pandemic (force majeure) is known to the customer and us and this was included in the business basis. The customer expressly declares that he agrees with the legal consequences (penalty payment according to 12.3.) in case of default of acceptance as well as cancellation fee in case of withdrawal (Pkt.12.).