General Terms and Conditions of Sale for National and International Sales
1. General Scope
1.1 The general terms and conditions of PROOX GmbH ("PROOX") are valid in their respective current version for all contracts concerning supplies and services of PROOX. These conditions are are solely applicable insofar as we do not accept written deviations or conditions of the purchaser. For the efficacy and interpretation of the various documents the following priority applies: Order acknowledgement, quotation and the current general terms and conditions. Rights and obligations from business relationships with us may not be transferred to third parties.
1.2 The ineffectiveness or invalidity of individual provisions of these conditions has no effect upon the validity of the remaining clauses or the existence of the concluded contract. The ineffective or invalid provision is replaced by appropriate legal provisions or one newly agreed between the parties.
2. Quotation, Quotation Documents, Planning Works and Intellectual Property Rights
2.1 PROOX quotations are always non-binding. PROOX reserves the right to deviate from the illustrations, drawings as well as dimensions, weight and performance specifications of PROOX quotations, brochures, price lists and catalogues, unless these have been explicitly designated as binding.
2.2 Drawings / layouts and other confidential documentation ("information") remain the property of PROOX and constitute intellectual property rights of PROOX even if not expressly designated as such.
3. Delivery Dates
The provision of delivery dates is made to the best of our knowledge but without liability. Partial deliveries are permitted as long as this is not unreasonable for the customer.
4. Acceptance of Goods
The customer must examine the products immediately after delivery for completeness, compliance with delivery documents and transport damage and claim discernible abnormalities as well as defects in writing without delay. Insofar as a claim is not made within 5 days from receipt of the products, delivery is deemed to have been made in accordance with the contract unless the deviation could not be detected in spite of diligent examination.
5. Prices and Terms of Payment
5.1 PROOX prices are to be understood as DAP (Delivered at Place) in accordance with current International Commercial Terms >Incoterms®<.
5.2 Insofar as not agreed otherwise, payment is to be made cash in advance or by credit card.
6. Retention of Title
The goods delivered remain the property of PROOX until all claims arising from the business relationship with the customer have been settled in full. Pledges or assignments as security by the customer are not permitted and the customer has to immediately inform PROOX in writing of any seizure of the goods by third parties.
7.1 All packaging supplied by us is exempt from disposal obligations via the ARA licence number 18161 and the interseroh licence number 236600 and can be disposed of conventionally or reused. Our electrical appliances can be returned to us or handed in to your local collection point once the end of their service life has been reached.
7.2 Those customers located in an EU member state other than Germany or Austria are, as importers or commercial users of electrical or electronic appliances, obliged to dispose of these at their own cost once they have reached the end of their service life.
7.3 Customers located outside the EU do not fall within the jurisdiction of the WEEE directive (Directive 2012/19/EU on Waste Electrical and Electronic Equipment). Hence as importers and commercial users of electrical and electronic appliances they are obliged to dispose of such themselves in accordance with those legal regulations applicable to them.
8. Liability for Defects, Warranty
8.1 Ist die von PROOX gelieferte Ware mangelhaft, richten sich die Mängelansprüche des Kunden nach den gesetzlichen Bestimmungen mit der Maßgabe, dass der Kunde vorerst nur Nachbesserung verlangen kann. Schlägt die Nachbesserung fehl oder erachtet sie PROOX als unverhältnismäßig, ist der Kunde berechtigt, den Kaufpreis herabzusetzen oder vom Vertrag zurückzutreten.
8.2 Defects are to be notified in writing without delay, but within 5 working days of their detection. For goods manufactured by PROOX the warranty period is 48 months. The latest version of the warranty obligations can be found on the company's website: https://www.proox.com/en/manufacturer-warranty
9.1 PROOX is liable for gross negligence and intent as well as culpable breach of essential contractual obligations, the fulfilment of which is prerequisite for proper execution of the contract and which the customer should be able to rely on ("cardinal duty"). In the event of a minor negligent breach of a cardinal duty, PROOX liability is limited to damages foreseeable at the time of the conclusion of the contract and typical for the contract; in case of minor negligent breach of secondary contractual obligations which are not cardinal duties, PROOX liability is excluded. In the event of initial impossibility, PROOX is only liable if PROOX was aware of the impediment to performance if PROOX gross negligence had remained undetected or if a cardinal obligation was violated by the initial impossibility.
9.2 Lost profits, loss of use and other consequential damages are not liable for compensation by PROOX.
9.3 Insofar as PROOX liability is limited or excluded in accordance with the above paragraphs, this also applies to the liability of employees, representatives and other vicarious agents. Claims for damages remain unaffected in the event of the assumption of a guarantee or a procurement risk as well as in the event of injury to life, body or health, fraudulent concealment of a defect and claims under the Product Liability Act. With the exception of claims from tort as well as claims for goods that have been used for a building in accordance with their usual use and caused its defectiveness, claims for damages by the customer shall become statute-barred and liability limited under this provision, to one year.
10. Order Cancellations; Returns
10.1 Order cancellations other than those covered by material defect rights, can only be made with written approval by PROOX. Where order cancellations for goods already ordered are concerned, PROOX reserves the right to invoice a processing fee of 20% of the value of the goods. Where cancellations of authorized projects are concerned, PROOX reserves the right to invoice cancellation fees to the amount of the expenditure incurred.
10.2 Returns of goods supplied other than those covered by material defect rights may only be made with the written authorization of PROOX. Receipt of goods by PROOX must take place within 10 working days of receiving the written authorization. The goods must be returned unused, in the original packaging and in as-new condition. Provided these conditions are fulfilled PROOX reimburses the invoice value of the goods in the form of a credit note; cash payment is excluded. PROOX reserves the right to invoice an administration or returns fee of 20% of the invoice value of the goods.
11. Data Protection and Processing
You will find the latest version of the Data Protection Declaration on the company website: https://www.proox.com/en/data-protection
12. Court of Jurisdiction, Applicable Law and Place of Performance
12.1 Austrian law applies to the exclusion of the UN Convention on the International Sale of Goods (CISG) and conflict-of-laws standards.
12.2 Place of performance for all claims arising from contracts concluded with PROOX is the registered office of PROOX. Sole court of jurisdiction for both parties for all claims arising from or in connection with the business relationship is Feldkirch. PROOX is entitled to appeal to any other legally admissible court. Alternatively, PROOX - as plaintiff - is entitled to have a dispute arising from the business relationship and the conditions pertaining under it decided in accordance with the rules of arbitration and excluding the ordinary legal process. The place of arbitration is the PROOX place of business. The language of arbitration is German or English to be decided by PROOX.
Seglerweg 1, 6972 Fussach, Österreich
Tel. 0043 (0)5578 20620
Stand: Juni 2023