Terms & Conditions

General Terms and Conditions (GTC) of „IWG (Austria)” Ing. W. Garhöfer Ges.m.b.H. (Dated June 2011)

1.Subject and Scope

The following General Terms and Conditions ("GTC") apply to all of our contracts on goods, deliveries and other services of "IWG (Austria)" Ing W. Garhöfer Ges.m.b.H. (hereinafter the "Seller"), unless otherwise agreed in writing. Deviating terms and conditions of the contractual party (hereinafter also the "Buyer") do not apply even if the Seller starts fulfilling the contract. Deviating terms and conditions of the Buyer must be expressly agreed in writing in order to become valid and are only applicable for the particular transaction, but not for subsequent transactions.

2.Offer and Pricing

All our offers are not binding. In case the Buyer requests any changes of the order, we issue a new offer. All technical documents that are submitted in our offer remain in our intellectual property and may not be used or disposed of in any manner without our consent (see also Clause 7 of this GTC). Our prices are subject to change.
The prices of precious metals are the respective daily rates at the time of our offer. The daily rate of the day the order is made will be fixed in the respective order and confirmed with a confirmation letter. We, therefore, reserve to the right to invoice the currently applicable daily rate of the precious metal at the time of the order.
The price of chemicals is subject to the updated price list.
Our prices are - unless otherwise agreed - excluding VAT.

3.Conclusion of Contract

The contract with the Buyer is concluded upon submission of our order confirmation. All written or oral offers will be binding upon our written order confirmation. Supplemental agreements and amendments to the offer or to the order shall be in writing.

4.Labelling, Instruction Manual

4.1Labelling: A change of our labels and the application of any special marks or labels that may classify the goods to be of Buyer’s origin or of the origin of a third party or could give the impression that this is a special character mark is inadmissible.
4.2Instruction Manual: Our instructions are not only for information, but are binding and are intended to protect the Buyer against risks and damages. We are not liable for intentional or negligent failure to follow our instructions. Our liability provisions in Clause 8 of this GTC apply respectively.

5.Delivery and Transfer of Risk, Shipping, INCOTERMS

The following terms of delivery apply, unless expressly agreed otherwise in our written order confirmation or written offer: The delivery dates and deadlines specified for our deliveries are not binding. Claims for damages due to delay in delivery or a failure to meet a deadline, as well as penalty payments (contractual penalties) for late delivery are excluded. Deliveries are made by an official shipper, carrier or a designated person for shipping provided by us, if we do not ship ourselves. We are not liable for delivery by a shipper, carrier or a designated person for shipping. The type and route of shipment are chosen at our discretion. Deliveries within Austria and to Germany are ex works (EXW), unless it is expressly agreed otherwise in our written order confirmation or our written offer. The quality and quantity of delivery correspond to our order confirmation.
The date of delivery shall be the date on which the goods leave the factory or storage facility, or – in case of pick-up (delivery EXW) - the goods are provided by the Seller “ready for pick-up”. The Buyer is liable for the trafficability at the place of delivery and for the agreed time for acceptance of delivery. Custody or storage of goods and any associated costs thereto that become necessary for reasons that lie in the sphere of the Buyer shall be borne by the Buyer.
We are not liable for force majeure: If – considering the circumstances of the case despite our reasonable diligence – we could not avert the occurrence of unforeseen circumstances, such as strikes, fires, natural disasters, government decrees, business disruptions – e.g. default in energy or raw materials – and therefore are prevented from fulfilling our obligations, we shall be free from these obligations. The risk of accidental loss and accidental deterioration passes to the Buyer at the time of the delivery of goods, unless we undertake shipping. In case of delivery by a shipper, carrier or a designated person for shipping, the risk of accidental destruction or accidental deterioration of the goods passes to the Buyer upon transfer of the goods to the shipper, carrier or a designated person for shipping.

6.Payment Terms

The payment by the Buyer shall be made (i) in case of precious metals without undue delay but not later than within four days and (ii) in case of other chemicals within 30 days from date of invoice without any deductions. Cheques and bills of exchange are accepted only as payment and their acceptance require a separate written agreement. The payment is considered made by the Buyer upon receipt of the transfer of the invoice amount to the Seller’s bank account. For delayed payment we are entitled – without prior notice – to charge default interest at a rate of 12 % p.a. In case the submission of a payment reminder becomes necessary, we reserve the right to charge EUR 10.00 costs per each reminder submitted.
The Buyer is not entitled to offset any claims and/or withhold payment due to incomplete delivery, claims for warranties or damages, or complaints.

7.Retention of Title

Until full payment of the agreed purchase price for the goods including all costs and charges (e.g. interest, costs), the goods remain in our property. If the goods are treated or processed by the Buyer, the security interest extends to the new object. Due to processing, combining or mixing the goods with different goods, we acquire joint ownership of the manufactured new goods in the ratio of the value of our good to the other good used at the time of processing, combining or mixing. The Buyer may resell the goods in the ordinary course of business, but shall inform us about any sale and cede the claim of the amount of the purchase price owed. However, the Buyer may not pledge the goods to a third party, or lend as security, or otherwise encumber the goods to the benefit of a third party before full payment of the purchase price has been made.

8.Warranty, Damages and Liabilities

We provide our services according to the recognized standards of good practice and state of the art. Our goods come with an instruction manual and we refer to the instructions mentioned therein for treatment and use of the goods. We do not assume liability for the improper use, particularly, of the delivered chemicals and for the violation of our instructions! We do not assume liability for our goods, which naturally have certain chemical properties that may lead to injuries and damages in case of improper treatment. Any recourse is excluded, that contracting parties or third parties may raise against us under the title "product liability" according to the (Austrian) Product Liability Act, unless the claimant can prove that the defect was caused by us due to at least gross negligence. Complaints regarding any obvious defects shall be made in writing by the Buyer immediately but not later than within three days of acceptance of the goods along with an exact description of the defect by fax or email to us.
Hidden defects must be reported in the way mentioned above within three days of discovery. The notice is timely if the notice is received by us within the time limit set above. Complaints on defects do not release from the payment obligation. If a defect is not reported on time, the goods shall be deemed approved and accepted. Unless otherwise agreed, our warranty is limited to our choice of improvement and replacement of any defective goods. We do not assume further liability for property or pecuniary loss of the Buyer or its customers. We are not liable for consequential damages or for consequential damages due to defects that may result from the improper use or handling of our goods. The Buyer is liable for testing the goods delivered by us on its suitability for its projects, use, and procedures. The Buyer is not entitled to withhold payment of the purchase price due to and while the assertion of any claim (see Clause 7 of this GTC). The presence of a defect does not entitle the Buyer to repair the defect itself or through a third party. We are only liable for gross negligence and willful misconduct. The existence of gross negligence or willful misconduct shall be proven by the Buyer.

9.Choice of Law, Performance, Jurisdiction, Final Provisions

This GTC is exclusively governed by Austrian law excluding the UN Convention on Contracts for the International Sale of Goods as well as national and international rules on conflict of laws. The place of execution of the contracts governed by this GTC is determined in the order confirmation. All disputes arising out of or in connection with the sale contracts concluded with us shall be finally settled in the jurisdiction of the competent court in Vienna, Austria.

General Terms and Conditions on Recycling of „IWG (Austria)“ Ing. W. Garhöfer Ges.m.b.H.  (Dated June 2011)

1.Subject and Scope

The following General Terms and Conditions on Recycling („GTCR“) apply to all of our contracts on the recycling of precious metals by „IWG (Austria)“ Ing. W. Garhöfer Ges.m.b.H. (hereinafter the „Supplier“), unless agreed otherwise in writing. Deviating terms and conditions of the contractual party (hereinafter also the "Client") do not apply even if the Supplier starts fulfilling the contract. Deviating terms and conditions of the Client must be expressly agreed in writing in order to become valid and are only applicable for the particular transaction, but not for subsequent transactions.

2.Offer and Pricing

All our offers are not binding. In case the Client requests any changes of the order, we issue a new offer. All technical documents that are submitted in our offer remain in our intellectual property and may not be used or disposed of in any manner without our consent (see also Clause 6). The prices in our offer refer to the measurement of quantity indicated in the offer. The quantity of precious metals to be recycled may only be bindingly determined after the recovery or recycling of the precious metal. The costs of the necessary analysis and treatment of the precious metal in order to determine the quantity of the metal are provided in our offer. After determination of the quantity of the precious metal we invoice the price for the recycled precious metal plus additional costs and charges according to the offer. We reserve the right to charge additional costs for expenses incurred due to the special characteristics of any precious metal to be recycled. Our prices are – unless otherwise agreed – excluding VAT.

3.Conclusion of Contract

The contract with the Client is concluded upon submission of our order confirmation. All written or oral offers will be binding upon our written order confirmation. Supplemental agreements and amendments to the offer or to the order shall be in writing.

4.Acceptance of the Supplied Material

4.1Precious Metals: We only take damage-free materials and materials free of harmful, hazardous, radioactive and/or interfering components to be recycled. If such disturbing components are revealed only after receipt and recycling, they shall be deemed concealed/hidden defects and we can reject the supplied material (hereinafter the “Material”).
4.2Liability for the Material:
We only assume liability according to Clause 7 of this GTCR for culpably improper handling or storage. We do not assume liability for the destruction or loss of the Material due to force majeure: If – considering the circumstances of the case despite our reasonable diligence – we could not avert the occurrence of unforeseen circumstances, such as strikes, fires, natural disasters, government decrees, business disruptions – e.g. default in energy or raw materials – and therefore are prevented from fulfilling our obligations, we shall be free from these obligations. The Client is liable for all damages resulting from a dangerous nature of the Material. This liability terminates with the complete recycling of the Material.

5.Payment Terms

Payment for the recycling of metals shall be made by the Client within 30 days from the date of invoice without any deductions. Cheques and bills of exchange are accepted only as payment and their acceptance require a separate written agreement. The payment is considered made by the Client upon the receipt of the transfer of the invoice amount to the Supplier’s bank account. For delayed payment we are entitled – without prior notice – to charge default interest at a rate of 12 % p.a. In case the submission of a payment reminder becomes necessary, we reserve the right to charge EUR 10.00 costs per each reminder submitted.
The Client is not entitled to offset any claims and/or withhold payment due to incomplete delivery, claims for warranties or damages, or complaints.

6.Title of Ownership:

The Client is owner of the Material until recycling of the Material. Upon recycling, refining, processing, or mixing of the Material with other materials, we are at least co-owner of the Material. However, we reserve the right to remain co-owners of the recycled Material or at least withhold possession of this recycled Material until full payment of the contract price has been made.

7.Warranty, Damages and Liabilities

We do not assume any liability for the recycling process. We do not assume further liability for property or pecuniary damages of the Client or its customers. We are not liable for the loss of the Material, damage or any other default of the precious metals during the recycling process of the Material. We are not liable for a particular quantity and/or quality and do not guarantee any quantity of precious metals after the recycling of the Material. The Client is not entitled to withhold payment of the purchase price due to and while the assertion of any claim. We are only liable for gross negligence and willful misconduct. The existence of gross negligence or willful misconduct shall be proven by the Client.

8.Choice of Law, Performance, Jurisdiction, Final Provisions

This GTCR is exclusively governed by Austrian law excluding the UN Convention on Contracts for the International Sale of Goods as well as national and international rules on conflict of laws. The place of execution of the contract is Vienna, Austria. All disputes arising out of or in connection with the contracts on recycling concluded with us shall be finally settled in the jurisdiction of the competent court in Vienna, Austria.