General Terms and Conditions
- Area of application
- Conclusion of the purchase contract:
- Subject matter:
- Restrictions of use / maintenance:
- Duties to provide information:
- Approvals of use:
- Delivery, performance, assumption of risk:
- Price:
- Warranty and compensation for damages:
- Reservation of proprietary rights/Prohibition of ownership transfer:
- General provisions:
Offers, deliveries and contract conclusions made by Wellwasser GmbH, company number 342498z, Rennweg 16, 6020 Innsbruck, Austria, (the “seller”) are based exclusively on these general terms and conditions (the “general terms and conditions”). The latter exhaustively govern any contractual relationship entered into with the seller. This applies even if, in case that the customer (the “customer”) uses deviating general terms and conditions, such conditions have not been explicitly rejected. Even if the seller has performed acts in fulfillment of the contract, this shall by no means be considered as consent to possible regulations deviating from or complementing the seller’s general terms and conditions. Deviating and supplementary provisions must be made in writing and be approved separately.
Offers made by the seller are non-binding and subject to change. Orders placed by the customer are considered offers. Orders placed by the customer will only become legally binding on the seller following a written order confirmation by the seller. The issue of an invoice from the seller to the customer is deemed to be an order confirmation.
The seller is the holder of rights of use of the trademark “Wellwasser®” and distributes various products under this trademark (the “contractual products”). If the contractual products require assembly or installation, this shall be done at the customer’s expense by a specialist company to be assigned by the customer. The customer is to have the proper operational reliability of assembled or installed contractual products checked at his expense.
The seller’s contractual products, especially the water filters, may only be used with tap or drinking water that, at least, fulfills the statutory requirements and applicable standards for drinking water. The customer undertakes to ensure and guarantee compliance with this application requirement. In addition, the customer undertakes to check the operational reliability of the seller’s contractual products on an ongoing basis and keeps them in a proper state so that, on the one hand, the quality of water served complies, at least, with the relevant statutory and other provisions regarding the quality of drinking water and, on the other hand, that operation, repair and maintenance standards specified by the seller are observed. The water processed with filters of the seller (the “Wellwasser®”) may be sold and served exclusively under the trademark “Wellwasser®” and served in Wellwasser carafes and glasses.
In its business premises, the customer is to put up the Wellwasser certificate of eligibility in a way that is easily visible and legible for everybody. In the customer’s range of beverages, the word / image trademark “Wellwasser®” must be easily legible and stand out against other water brands.
Upon acquiring a license package from the seller, the customer acquires the non-exclusive rights to use trademark rights of the seller. The seller thereby grants the customer the right to use the trademark on a non-exclusive basis exclusively for marketing and sales of “Wellwasser®” while the contract runs and in line with respective instructions from the seller. In this context, the seller reserves the right to further develop or modify the trademark at any time. In the framework of using the trademark, the customer will comply with the due diligence of a prudent businessman concerned about the trademark’s reputation, in default whereof the seller reserves the right to prohibit use of the trademark by the customer. The seller assumes neither any warranty in favor of the customer for the trademark’s sustained legal validity nor any guarantee that the trademark can be used in legal relations on a sustainable basis or that use and application of the trademark will not interfere with the rights of third parties.
The place of performance shall be the seller’s registered office. The seller will only make delivery against prepayment and will forward goods within 14 days after receipt of the full purchase price. Unless expressly agreed otherwise, the seller shall carry out transportation of the goods for account of the customer and at the customer’s risk. The risk shall pass upon handing over the goods to the carrier or, if shipment is delayed without the seller’s fault, upon notification of the readiness for shipment. On the grounds of delayed delivery, the customer is entitled neither to a right of rescission from the contract nor to a claim for damages. Should the customer be in default of acceptance, the seller is entitled to rescind the contract and charge a cancellation fee of 30% of the order value. Costs resulting from delay, such as costs of further transport, warehousing, etc., shall be borne by the customer.
The prices specified by the seller are exclusive of value-added tax, shipping charges, insurance expenses, etc. Payments are to be made within 14 days from billing. In the event of delayed payment, 12% default interest p.a. will be charged. The seller’s claim for compensation of higher interest remains unaffected. In addition, the customer undertakes to compensate dunning costs and debt collection expenses incurred by the seller, especially the costs of engaging a debt collection agency and, in case of the dunning run being operated by the seller itself, EUR 10.00 for each dunning letter. Offsetting of any kind of counterclaims of the customer against claims of the seller is excluded.
The customer must examine delivered goods immediately after delivery. Any defect detected in this context is to be reported without delay, but no later than within five (5) days after receipt of the goods, including a detailed statement on the type and extent of the defect. If corresponding notification of defects is not made in due time, claims for damages and warranty claims shall be excluded. Defects, which are not identifiable despite careful inspection, are to be reported immediately after detection, but no later than within five (5) days after detection. The customer is not authorized to remedy defects on its own nor to have them remedied by third parties, but must first give the seller an opportunity for improvement or exchange. In any event, the customer only has claims for damages against the seller, if the damage resulted from willful misconduct or gross negligence.
The seller reserves proprietary rights to the delivered goods until complete payment of the purchase price. Even after complete payment of the goods, the transfer and, in particular, resale of the seller’s goods by the customer is, without exception, not permitted unless the seller has given its express written consent. The transfer of rights to use the seller’s trademark rights is also not permitted without consent from the seller. In the event that the customer wishes to transfer or resell seller’s rights of use or goods, the customer must request approval from the seller under indication of the transferee.
The contractual language is English. Legal transaction statements and other statements are to be made exclusively in English during the entire business relationship.
It is agreed that, for all disputes arising out of the business relationship between the seller and the customer, the respective court in Innsbruck responsible for such cases has exclusive jurisdiction.
All purchase contracts concluded by the seller are governed exclusively by Austrian law with the exception of national reference provisions and the UN Sales Law (in particular UNCITRAL/CISG).
The place of performance agreed for all commitments based on contracts between the seller and the customer is Innsbruck.
Should individual provisions of these general terms and conditions be or become invalid, the validity of all other provisions shall remain unaffected. Any invalid provision shall be deemed to be replaced by a valid provision that most closely resembles the commercial purpose of the ineffective provision.
