FRANKSTAHL ROHR- UND STAHLHANDELSGESELLSCHAFT M.B.H.

Frankstahlstraße 2
2353 Guntramsdorf
Austria

Tel         +43 5 0503 0
Fax        +43 5 0503 - 501
WWW    www.frankstahl.com
EMail     office@frankstahl.com

UID- ATU40146908
Firmenbuch 142511a
Registergericht: Handelsgericht Wien
Behörde gem. ECG (E-Commerce Gesetz): Magistratisches Bezirksamt des III. Bezirkes

URHEBERRECHT
Das Urheberrecht an allen Informationen, Fotos und Grafiken, die in dieser Website enthalten sind, ist Eigentum
von Frankstahl,
Esteplatz 6 , A-1030 Wien - solange nicht anders angeführt.

Sie dürfen diese Informationen nur für Ihren persönlichen Gebrauch nutzen und ausdrucken. Jede weiterge-
hende Nutzung, im Besonderen die Speicherung in Datenbanken, Vervielfältigung, Veröffentlichung, sowie jede
Form von gewerblicher Nutzung, die Verwendung in anderen Dokumenten sowie die Weitergabe an Dritte -
auch in Teilen oder in überarbeiteter Form - ist ohne vorheriger schriftlicher Zustimmung von Frankstahl
untersagt.

Die Informationen auf dieser Website erfolgen nach besten Wissen und Gewissen und entstammen aus für uns
verlässlich gehaltenen Quellen. Wir haften nicht für die Genauigkeit der Informationen auf dieser Website oder
für deren Vollständigkeit und Fairness, und aus ihnen können keinerlei Ansprüche hergeleitet werden. Frankstahl
akzeptiert keinerlei Haftung gegenüber Personen oder Firmen bezüglich des Gebrauchs oder der Verlässlichkeit
von Informationen und Meinungen, die auf dieser Website wiedergegeben werden.

Frankstahl repräsentiert keine der anderen Websites, die über diese Website erreicht werden können,
und übernimmt folglich auch keinerlei Verantwortung für den Inhalt und den Gebrauch solcher Websites oder
die darin enthaltenen Informationen. Frankstahl haftet niemandem gegenüber für jegliche Form von Ver-
lust oder Schaden, die aus dem Gebrauch oder dem Verlass auf Informationen entstehen, die auf einer solchen
Website zu Verfügung gestellt werden.

WARENZEICHEN
Verwendete Produktnamen, Warenzeichen und geschützte Warenzeichen sind im Besitz ihrer jeweiligen Eigen-
tümer. Eine Verwendung von Warenzeichen auf dieser Website dient lediglich zur Information und gibt keine
Auskunft über die freie Verfügbarkeit der Produktnamen und Warenzeichen. Frankstahl erkennt alle Pro-
duktnamen und Warenzeichen an.

 

General Terms and Conditions of Sale and Delivery of the
FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H.
(as of 24.06.2021)

 

1. SCOPE OF APPLICATION

1. 1. These GTC in the respective valid version shall apply to all deliveries and services of the

FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H.

Company address: Esteplatz 6, 1030 Wien,

Register of Companies: FN 142511a z Handelsgericht Wien

phone: +43 5 05 03 – 0,

office@frankstahl.com,

UID/ VAT-ID: ATU40146908,

Object of the Company: wholesale of ores, iron, steel

Media owner, editor and publisher: Frankstahl,

Executive Director: Mag. Marcel Javor,

Address of the executive board: Frankstahlstrasse 2, 2353 Guntramsdorf

 

("Frankstahl", "we" or "us") towards its Customers (the "Customer"). These GTC apply regardless of whether the Customer places its order with Frankstahl via the online customer portal operated by Frankstahl under the domain www.thesteel.com (or various country sites), by e-mail, by telephone, via a digital interface or via any other distribution channel. The online customer portal is protected by copyright. We are a member of the Austrian Federal Economic Chamber, Trade Division and are subject to the Trade Regulation Act (GewO, available at www.ris.bka.gv.at). The supervisory authority responsible for us is the District Municipal Authority Office for the 3rd District of Vienna.

1. 2. We comply with the voluntary behavioral guidelines of the Austrian E-Commerce Quality Mark (https://www.guetezeichen.at/unternehmen/kriterien/).

1. 3. These GTC apply to both consumers and entrepreneurs within the meaning of the Austrian Consumers Protection Act ("KSchG").

1. 4. Insofar as these General Terms and Conditions refer to "consumers", these are natural persons for whom the purpose of the order cannot be attributed to a commercial, self-employed or freelance activity, i.e. a transaction is not part of the operation of their business.

1. 5. Insofar as these GTC refer to "entrepreneurs", these are natural or legal persons or partnerships with legal capacity for whom the transaction is part of the operation of their business ("B2B"). The distinction between consumer and entrepreneur is made according to the KSchG.

1. 6. These GTC shall be binding vis-à-vis entrepreneurs for all present and future business transactions with Frankstahl, even if no express repeated reference is made thereto. Frankstahl expressly rejects any deviating general terms and conditions of the Customer. Deviating or supplementary general terms and conditions of the Customer shall not become part of the contract, even if they have not been expressly rejected. Deviations from these GTC, supplementary agreements or any conflicting terms and conditions of the Customer shall only be effective if they are confirmed in writing by Frankstahl and shall only apply to the respective individual business case. This shall not apply to consumers.

2. REGISTRATION

1. 1. The use of the online customer portal is available only to registered Customers. There is no right to registration. We reserve the right to demand proof of the identity of the Customer and of the power of representation of the persons acting on behalf of the Customer during the registration process and to refuse the registration of a person without giving reasons. By way of clarification, it is noted that the request for evidence regarding the power of representation of the persons acting on behalf of the Customer can only be of importance if the Customer is an entrepreneur.

1. 2. During the registration process, the Customer must provide all required information completely and truthfully and update it without delay in the event of any changes. After truthfully providing all data required in the registration process and acceptance of the registration on our part, the Customer will receive a confirmation e-mail with an activation link for the completion of the registration. After this initial registration, the Customer can login to the online customer portal by providing his personal access data (user name and password).

1. 3. The Customer agrees to keep its access data secret and to protect the access data from access by unauthorized third parties. The Customer is responsible for keeping his access data secret. If he passes on his access data to third parties, he undertakes to ensure that the third party complies with these GTC. The Customer shall be liable to us for all disadvantages we suffer in the event he fails to comply with the aforementioned obligation. However, the above provision shall not apply in the event of misuse of the access data by third parties for which the Customer is not responsible. In the event of loss of the access data or if it is suspected that unauthorized third parties have gained knowledge of the access data, the Customer is obliged to notify us immediately by e-mail to office@frankstahl.com so that a blocking of the Customer account can be arranged.

3. ORDER AND CONCLUSION OF CONTRACT

1. 1. Consumers can only place orders in our webshop. Entrepreneurs can place orders by e-mail, mail, fax, via our webshop or the ERP system. In addition, only entrepreneurs can place a bulk order via the conclusion of a framework agreement, which is delivered in partial deliveries.

1. 2. Orders by e-mail, mail and fax: If the Customer is interested in a product from Frankstahl, he will receive a non-binding list of the desired products by e-mail, mail or fax. Frankstahl thereby invites the Customer to submit an offer based on these GTC. By placing his order by e-mail, by telephone or by fax, the Customer submits a binding offer to conclude a contract with Frankstahl. The Customer shall be bound by its offer for 14 days. The acceptance of this offer and thus the conclusion of the contract shall only be effected by Frankstahl sending a written order confirmation to the Customer (e.g. by e-mail, post or fax to the e-mail address, postal address or fax number provided by the Customer). Before accepting an order, we reserve the right to request evidence of the Customer's identity and creditworthiness as well as of the power of representation of the persons acting on behalf of the Customer, provided that we have a legitimate interest in doing so. By way of clarification, it is noted that the request for evidence regarding the power of representation of the persons acting on behalf of the Customer can only be of importance if the Customer is an entrepreneur. Furthermore, we also reserve the right to reject offers without giving reasons. Any offers made by Frankstahl for the conclusion of a contract shall be without engagement and non-binding and shall only constitute an invitation to place an order by the Customer.

1. 3. Orders via the webshop: The Customer may also place its order via the webshop. When the Customer clicks on the button "Order with obligation to pay" in the online customer portal, he makes a binding offer to us to conclude a contract with Frankstahl. The Customer shall be bound by its offer for 14 days. The Customer has the opportunity to check his order before submitting his offer and to correct any errors. After submitting his offer by clicking on the button, the Customer can no longer change his order. Upon receipt of his order by Frankstahl, the Customer shall receive a separate, automatic confirmation of receipt of his order by e-mail. Such confirmation of receipt does not constitute acceptance of the offer. Instead, the acceptance of the offer and thus the conclusion of the contract shall be effected by sending a separate order confirmation to the Customer by e-mail to the e-mail address provided during registration. We reserve the right to reject offers without stating any reasons or to demand the evidence specified in 3.2. of these GTC.

1. 4. Orders via the ERP system: By placing a order via the ERP system, the Customer submits a binding offer to conclude a contract with Frankstahl. The acceptance of the offer and thus the conclusion of the contract shall be performed by sending an order confirmation to the Customer via the ERP system or by e-mail to the e-mail address provided by the Customer.

1. 5. Orders via a framework agreement: Entrepreneurs may also conclude larger orders via a framework agreement. In this case, Frankstahl shall conclude a separate agreement with the Customer regulating the details of the delivery. Orders placed via framework agreements entitle the Customer to make partial deliveries. In any case, the Customer shall be obliged to accept the delivery of the entire order.

1. 6. The contractual, ordering and business language is German, unless another language has been expressly agreed. The contract data is stored for invoicing and can be viewed by the Customer at any time via login.  

4. PRICES/ WEIGHTS AND TOLERANCES

1. 1. All prices quoted to consumers are retail prices, including VAT and packaging. If we pass on freight, delivery, shipping or other costs to the consumer, we shall indicate these to the Customer prior to submission of its offer if these costs can reasonably be calculated in advance. Otherwise, we will indicate the possible incurrence of such additional costs prior to the submission of the offer by the Customer. Any customs duties shall be borne by the Customer.

1. 2. For entrepreneurs, all prices and invoicing shall be in EURO and do not include VAT. The price invoiced shall be the price stated in the offer submitted, provided that it has been accepted by the Customer within the binding period of this offer - plus the statutory value added tax. Unless otherwise agreed, the sales prices in force on the day of delivery plus the statutory VAT shall be charged. All transport and packaging costs, freight and insurance charges, customs duties, fees and charges shall be invoiced to the Customer separately.

1. 3. Any discounts or rebates granted shall only apply to the respective delivery and shall not be granted for any subsequent orders or deliveries - this shall also apply if we do not object to any deductions made by the Customer for any subsequent orders or deliveries.

1. 4. Tolerances: Due to the nature and composition of some goods and materials, Frankstahl is already in fact unable to quote one hundred percent of the prices of goods in advance in the B2B area. Frankstahl shall be entitled vis-à-vis entrepreneurs to process orders on the basis of the following tolerance values customary in the market. In relation to consumers, this is generally not applicable, as in this case invoicing is based on unit prices known in advance. In any case, these deviations are reasonable for the Customer, especially because they are minor and objectively justified. They are insignificant because with the following given tolerance margin, both goods and price are hardly noticeably changed. It is also objectively justified due to the factual impossibility of specification before measurement/weighing, since substances adapt their attributes to different uncontrollable circumstances (e.g. temperature).

1. 1. 1. Weights shall be based on the weighing carried out by us or our sub-supplier. However, we may also theoretically determine the weights according to the volume of the products. In this case, we are entitled to increase the theoretical weight by up to 2.5% (commercial weight) to compensate for rolling and thickness tolerances.

1. 1. 2. The following tolerances apply to cuts:

Bar commodity: Length tolerance +/- 2 mm.

Sheet/plate goods: length and width tolerance +/- 3 mm

Sectional steel: +/- 2 mm

1. 1. 3. Qualities and dimensions shall be determined in accordance with the DIN/EN standards or material specifications/material sheets at the time of conclusion of the contract. References to standards, material specifications or works test certificates as well as information on qualities, dimensions, weights and usability shall not constitute warranties or guarantees, nor declarations of conformity, manufacturer's declarations and corresponding marks such as CE and GS. For the warranty, point 11 of these GTC shall apply exclusively.  

5. PAYMENT

1. 1. The method of payment agreed between us and the Customer shall apply. Checks or bills of exchange will not be accepted.

1. 2. If the Customer places an order via the online customer portal, we accept the means of payment specified in the online customer portal. Checks and bills of exchange are not accepted.

1. 3. Payment periods granted shall commence on the date of invoicing.

1. 4. If the payment deadlines are not met, the following shall apply vis-à-vis consumers: if the consumer is at fault for late payment, we shall be entitled to charge interest on arrears in the amount of 4 percent. In addition, in this case we shall be entitled to demand or retain the dunning and collection charges actually incurred and necessary for appropriate legal prosecution, which are based on the respective regulations for maximum fees in debt collection, as well as the costs of attorneys pursuant to the Attorney Tariff Act.

1. 5. If the payment deadlines are not met, the following shall apply vis-à-vis entrepreneurs: If the entrepreneur is in default of payment, we shall be entitled - without setting a grace period - at our discretion (i) to charge default interest in the amount of 9.2 percentage points above the base interest rate, to claim the costs of extrajudicial debt collection and recovery measures irrespective of fault and to claim damages for the losses incurred by us or (ii) to rescind the contract and claim damages for non-performance. In the latter case, we shall be entitled, irrespective of the fault of the Customer and the actual occurrence of damage, to demand or retain the agreed down payment, but at least 15% of the purchase price, as a contractual penalty. The obligation to pay the contractual penalty does not prevent the assertion of further damages.

1. 6. If the payment deadlines are not met, we shall furthermore be entitled to declare all claims against the Customer to which we are entitled immediately due and payable.

6. DELIVERY PERIOD AND ACCEPTANCE

1. 1. In relation to consumers, any communicated delivery date is binding. If none are communicated, the goods shall be made available no later than 30 days after conclusion of the contract.

1. 2. Notwithstanding the above, the following shall apply vis-à-vis entrepreneurs: Our information on delivery dates is non-binding. We shall not be liable for any delays on the part of the supplying plants. Our delivery obligation is subject to correct and timely delivery by our suppliers, unless the incorrect or delayed delivery by our suppliers is intentional or grossly negligent on our part. Claims of the Customer for damages due to delayed performance are excluded - unless the delayed performance was caused by us with gross negligence or intent. In addition, the Customer's withdrawal from the contract is excluded when ordering goods according to Customer specifications if the goods are already in the manufacturing process.

1. 3. The Customer shall be obliged to accept the goods immediately after notification of the provision and to confirm receipt. In the event of default in acceptance, the Customer shall, subject to any other rights to which it is entitled, be liable for storage interest and shall reimburse all costs incurred as a result of the default in acceptance. This shall only apply to consumers if the delay in acceptance is the fault of the consumer.

1. 4. A withdrawal of the Customer, who is an entrepreneur, from the contract due to delay in delivery is only possible by setting a reasonable - at least 4-week - grace period. The withdrawal shall be declared by registered letter. The right of withdrawal shall only apply to the part of the delivery or service for which there is a delay. The statutory consequences of default shall apply to consumers.

1. 5. Insofar as partial deliveries are possible, we may also deliver in parts at our discretion. Each partial delivery may be invoiced separately by us.

1. 6. Delivery obligations and delivery periods shall be suspended as long as the Customer is in arrears with a payment or fails to perform an action necessary for the fulfillment of an order.

1. 7. Any change to an order shall, if we agree to it, result in a change to the original non-binding delivery date.

In the event of self-collection by the Customer or by third parties commissioned by him (in particular forwarding companies), the Customer shall ensure that the motor vehicle provided by him and the load securing equipment are suitable for the lawful loading of the goods ordered by him. If it is not possible to load the vehicle provided by the Customer in accordance with the law, or if the necessary load securing equipment is not sufficient, we or the supplier shall be entitled to refuse loading and to charge the Customer for the expenses incurred by us. The refusal of loading for the reasons just mentioned does not release the Customer from a collection.

7. SHIPPING

1. 1. If the Customer is a consumer, the choice of the carrier is made by us at our best discretion, but without guarantee for the choice of the fastest and cheapest shipment.

1. 2. If the Customer is a Entrepreneur and if no specific provisions for shipment were made at the time of the order, the shipment shall be made to the best discretion, but without any responsibility for the cheapest shipment. Shipment shall be made at the risk of the Customer without exception, even in the case of carriage-paid deliveries.

8. RETENTION OF TITLE

1. 1. The delivered goods shall remain our property until full payment of the claim. An extended retention of title is agreed with entrepreneurs. In this relationship, the delivered goods shall remain our sole property until full payment of our total claim. The total claim is our claim from this delivery of the goods as well as from the delivery of other goods or from other legal reasons, such as a current account relationship.

1. 2. The retention of title shall expire only upon payment of our claims by the Customer.

1. 3. If the Customer is in default with payments, we are entitled to demand the return of the goods at any time, even without withdrawing from the contract. A court action for the purchase price or a partial amount shall not affect our retention of title. As long as our retention of title exists, we are in any case also entitled to withdraw from the contract.

1. 4. In the event of a withdrawal from the contract by an entrepreneur, the Customer shall only be credited with the amount for the returned goods which corresponds to the current market value of the goods at the time of withdrawal, less any manipulation charges, transport costs and other disadvantages incurred by us as a result of the withdrawal from the contract, including loss of profit. This does not apply to goods created according to Customer specifications. In addition, this applies to consumers only if they culpably, unlawfully withdraw from the contract and we thereby suffer disadvantages.

1. 5. As long as our retention of title is valid, the Customer may dispose of the goods only with our prior written consent. In the event of the disposal of the goods, we shall automatically acquire all claims and entitlements to which the Customer is entitled from the disposal of the goods and the Customer hereby assigns to Frankstahl all claims accruing to the Customer from the resale of the goods.

1. 6. In the event of mixing or processing of the goods, we shall be entitled to all resulting co-ownership claims instead of the Customer.

1. 7. The Customer shall notify us immediately of any seizure or other claim of the delivered goods by a third party.

1. 8. If the Customer, who is an entrepreneur, does not pay the purchase price, including VAT, stated in the invoice issued to him by the agreed due date, the Customer shall satisfy our outstanding claim by creating a sufficient lien, at our discretion, either on a property belonging to the Customer, on tangible fixed assets, on participations in third companies held by the Customer, on goods in stock, on bank balances at domestic credit institutions or on unconditional claims from contractually executed deliveries and services to Customers with excellent creditworthiness, in each case up to the amount of the due purchase price claim. This does not apply to consumers.

9. EXCLUSION OF THE TRANSFER OF RIGHTS

Any transfer of rights under the supply contract to third parties shall be invalid without our written consent.

10. RIGHT OF WITHRAWAL FOR CONSUMERS

1. 1. If the Customer is a consumer and the contract was concluded online (via the website www.thesteel.com) or otherwise by means of distance communication (by phone/mail/e-mail/fax), he has the right to revoke this contract within fourteen days without giving any reasons.

• 2. The withdrawal period is fourteen days
      
• from the day (in the case of a contract of sale) on which the Customer or a third party designated by the Customer who is not the carrier has acquired possession of the goods; or
• from the day (in the case of a contract for several goods which the Customer has ordered as part of a single order and which are delivered separately) on which the Customer or a third party named by him who is not the carrier has acquired possession of the last goods; or
• from the day (in the case of a contract for the delivery of goods in several partial consignments or pieces) on which the Customer or a third party designated by him who is not the carrier has acquired possession of the last partial consignment or piece.
   
  3. In order to exercise the right of cancellation, the Customer must notify us of the cancellation of the contract by means of a clear declaration (e.g. by means of a letter sent by post or e-mail) to office@frankstahl.com or to FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H., Frankstahlstraße 2, A-2353 Guntramsdorf. The Customer may use the sample cancellation form below for this purpose, which is, however, not mandatory.

1. 4. In order to comply with the withdrawal period, it is sufficient that the Customer sends the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

1. 5. If the Customer revokes the contract, we shall repay to the Customer all payments that we have received from the Customer, including the delivery costs (with the exception of the additional costs resulting from the fact that the Customer has chosen a type of delivery other than the most favorable standard delivery offered by us) without undue delay and at the latest within fourteen days from the day on which we received the notification of the withdrawal from the contract. For this repayment, we shall use the same means of payment that the Customer used for the original transaction, unless expressly agreed otherwise with the Customer; in no case shall the Customer be charged any fees due to this repayment.

1. 6. We may refuse repayment until we have received the goods back or until the Customer has provided proof that he has returned the goods, whichever is the earlier. The Customer shall return or hand over the goods to FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H, Frankstahlstraße 2, A-2353 Guntramsdorf without undue delay and in any case no later than within fourteen days from the day on which the Customer notifies us of the withdrawal from this contract. The deadline shall be deemed to have been met if the Customer sends the goods before the expiry of the period of fourteen days. The Customer shall bear the direct costs of returning the goods. In the case of goods which, due to their nature, cannot be returned normally by post, the direct costs of returning the goods shall be estimated at a maximum of approximately EUR 180 per consignment. The Customer must pay for any loss in value of the goods only if this loss in value is due to handling of the goods that is not necessary for testing the condition, characteristics and functioning of the goods.

1. 7. Sample Cancellation Form

(If you wish to revoke the contract, please complete and return this form)

 

To FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H, Frankstahlstraße 2, A-2353 Guntramsdorf, fax: +43/5/0503-501, e-mail: office@frankstahl.com:

• I/we (*) hereby revoke the contract concluded by me/us (*) with the order number: ______
• for the purchase of the following goods (order item: ______ ) (*)/provision of the following services (*)
• Ordered on (*) / received on (*)
• Name of the consumer(s)
• Address of the consumer(s)
• Signature of consumer(s) (only in case of paper communication)
• Date

_____________________

(*) Delete where not applicable

11. WARRANTY

1. 1. If the Customer is a consumer, the statutory warranty provisions shall apply. The warranty period is 24 months from receipt of the goods.

1. 2. If the Customer is an entrepreneur, the warranty period shall be six months. In addition, the Customer shall inspect the goods immediately after acceptance or arrival at the place of destination. Defects discovered in the course of such inspection shall also be notified to us in writing without delay, at the latest within 7 days of acceptance or arrival at the place of destination, describing the defect. Hidden defects must be reported to us in writing as soon as they become apparent to the Customer. In the event of failure to give such notice, § 377 of the Austrian Commercial Code (UGB) shall apply.

1. 3. In the event of a timely and justified complaint, we shall, at our discretion, credit the Customer against return of the defective goods or replace them free of charge. The right of withdrawal from the contract or conversion by the Customer is excluded. The possibility of special recourse according to § 933 b ABGB after expiration of the warranty period is excluded. The presumption of § 924 ABGB is excluded.

1. 4. If a notice of defects is not raised or not raised in time, the goods shall be deemed approved and accepted, whereby the assertion of warranty claims and claims for damages as well as the right to contest on grounds of mistakes due to defects shall be excluded.

1. 5. Frankstahl shall deliver within the scope of the standards or specifications stated in its documents. Any promises going beyond this with regard to special suitability and requirements shall, without exception, require the written consent of an authorized representative of Frankstahl, unless they are usually taken for granted.

12. CLAIMS FOR DAMAGES

1. 1. The following shall apply to entrepreneurs: To the extent permitted by law, we shall only be liable for intentional or grossly negligent conduct on our part and only for damage directly caused to the product itself. Claims for damages, in particular those asserted instead of warranty claims, shall become time-barred within six months of the Customer's knowledge of the damage and the damaging party. Compensation for damage that has not occurred directly to the product itself is excluded. Likewise, compensation for consequential damages - unless they were caused by us intentionally or through gross negligence - and financial losses is excluded.

Insofar as the Customer or our other contractual partner resells the products placed on the market by us or distributed by us, he shall be obliged to transfer the above provision in its entirety to his Customers and to oblige them to transfer it to all subsequent Customers. The Customer or our other contractual partner shall be liable to us for all disadvantages which we suffer should they fail to make the above transfer. Resale shall be understood to mean any transfer to another Customer, whether in unprocessed or processed form within the framework of the performance of work (e.g. installation in a pipe network or other construction).

We are not liable for damages caused by misuse of the online customer portal or due to careless safekeeping of the Customer's access data or failure to keep the access data secret. Furthermore, we shall not be liable for any interruptions or malfunctions in connection with the use of the services in the online customer portal. Furthermore, all liability exclusions of the E-Commerce Act shall apply.

1. 2. The following shall apply to consumers: We shall only be liable for intentional, grossly negligent conduct on our part, for damage under the Product Liability Act and damage to life and limb. Towards consumers we are additionally liable for damages due to the violation of essential contractual obligations. Consumers may assert their claims for damages as provided by law.

1. 3. The Customer undertakes to comply with these GTC and the relevant statutory provisions when using the online customer portal and not to misuse the online customer portal. If the Customer violates this obligation, he shall indemnify and hold us harmless in this respect.

13. EXCLUSION OF SET-OFF

1. 1. If the Customer is a consumer, a set-off with counterclaims against our claims shall only be permissible in the event of our insolvency and for counterclaims which are legally related to our claim, which have been established by a court or which have been acknowledged by us.

1. 2. If Customers are entrepreneurs, offsetting with counterclaims against our claims is not permitted unless we expressly recognize such offsetting in writing in individual cases.

14. FORCE MAJEURE

1. 1. Force majeure, natural disasters, epidemics or pandemics (e.g.: Corona/Covid-19, Sars, Mers etc.), as well as other circumstances beyond our control and which prevent the fulfillment of the contract, shall under no circumstances be our responsibility and shall release us from the obligation to deliver. This also applies in particular if the delivery is not possible due to official orders to counter epidemics, epidemics or pandemics (e.g.: Quarantine, area closures or other health policy measures) and their consequences.

1. 2. Changes in the creditworthiness of the Customer, who is an entrepreneur, which endanger the fulfillment of the obligations towards us, entitle us to withdraw from the contract or to demand advance payment or securities. In this case, the Customer shall be liable for the expenses incurred by us in connection with the order placed. Claims for damages by the Customer for these reasons are excluded. This does not apply to consumers.

15. TERMINATION OF THE USE OF THE ONLINE CUSTOMER PORTAL

The operation of the online customer portal is carried out until revocation. We are entitled to generally terminate the possibility of using the online customer portal at any time, but will inform our Customers in advance. The obligation to fulfill existing contracts remains unaffected.

16. APPLICABLE LAW, PLACE OF PERFORMANCE AND JURISDICTION

1. 1. These GTC as well as all agreements made with us shall be governed exclusively by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and the conflict of law rules of private international law. The place of performance for delivery and payment shall be Vienna. In the case of consumers, this choice of law shall only apply to the extent that mandatory provisions of the law of the state in which they have their habitual residence are not displaced.

1. 2. For all disputes arising from the contractual relationship, the competent court for Vienna First District shall have exclusive jurisdiction. This shall only apply if the Customer is an entrepreneur and in the case of consumers who have neither their domicile or habitual residence in Austria nor are employed in Austria at the time the action is lodged.

1. 3. Provided that the Customer is a consumer and the contract was concluded online (via the website www.thesteel.com) or otherwise by way of remote communication (by telephone/mail/e-mail/fax), the Customer may contact the Internet Ombudsman as a legally recognized arbitration body under the AStG (Alternative Dispute Resolution Act) in case of disputes. The Customer may initiate proceedings via https://ombudsmann.at/ or, in the event of complaints about online orders, contact Frankstahl directly at office@frankstahl.at.

17. FINAL PROVISONS

1. 1. Amendments, supplements and ancillary agreements to these GTC must be concluded in writing in order to be effective. This shall also apply to any agreement to deviate from this formal requirement.
   2. The following shall apply vis-à-vis entrepreneurs, but not vis-à-vis consumers: If individual provisions of these GTC are invalid, this shall not affect the validity of the remaining provisions of these GTC or of the conclusion of the contract. The ineffective or inadmissible provision shall be replaced by a provision that comes as close as possible to the meaning and economic purpose of the ineffective or inadmissible provision. This provision shall also apply mutatis mutandis to any contractual gaps.

1. 3. In case of contradictions between these GTC and deviating written agreements between the contracting parties, the provisions of the deviating agreements shall prevail.

 

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General Terms and Conditions of Purchase

1. Conclusion of contract

Our orders shall be governed exclusively by our Terms and Conditions of Purchase set forth below. By accepting the order, our Terms and Conditions of Purchase shall be deemed to have been accepted and shall also override any General Terms and Conditions of Sale and Delivery contained in the Seller's offer or in its order confirmation for the execution of the order in question, even if we have not objected to them. The Seller's terms and conditions of sale and delivery shall therefore only be binding on us if and to the extent that they are accepted by us in writing and shall only apply to the respective individual business case.

2. Order confirmation

If the order confirmation is not made within a reasonable period of time, we shall no longer be bound by the order. If the recipient of the order recognizably begins to execute the order within 14 days - calculated from the date of the order - the order shall be deemed to have been accepted without reservation even without order confirmation.

3. Price

The prices stated in our orders are binding. Any price changes that occur - regardless of the reason - as well as prices that are not included in the order or that can only be quoted after the order, require our written acknowledgement. Unless the order is based on a written agreement to the contrary, the agreed prices shall be free place of destination, including packaging.

4. Delivery period

The agreed delivery dates are binding, except for force majeure.

The delivery period prescribed by us shall be counted from the date of the order. If delivery is not carried out at all or only incompletely within this period, we shall be entitled to withdraw from the contract without granting a grace period, without prejudice to the assertion of claims for damages. If the Seller realizes that it is impossible for him to deliver on time, in whole or in part, he shall notify us thereof in writing without delay, stating the reasons and the expected delay in delivery.

For the determination of the delivered quantity, our determinations shall be decisive, unless there are determinations by the railroad authorities. Early deliveries have no influence on the time of payment.

5. Shipping

Shipment by carrier requires our prior written consent. We must be notified immediately of the departure of each shipment. The consignment shall be accompanied by a packing note or delivery bill stating our order number. We shall bear the costs of transport insurance only if this has been expressly agreed in writing. In the case of cross-border shipments, at least two invoices as customs documents and certificates of origin must be enclosed with the freight documents. All shipments that cannot be accepted due to non-compliance with the above shipping, customs clearance or documentation requirements shall be stored at the expense and risk of the Seller until the smooth processing of the business transaction is made possible by the submission of proper papers; all risks, damages and costs resulting from non-compliance with the above shipping, customs clearance or documentation requirements shall be borne by the Seller or the due date for payment of the invoice shall be postponed accordingly until the missing papers or documentation have been fulfilled or submitted.

6. Packaging

Seller shall provide appropriate packaging, depending on the specific requirements of the goods and/or method of shipment, to ensure proper arrival of the goods at their destination. Packaging costs are included in the prices of the order. Costs caused by damage to the goods due to inadequate packaging shall in any case be borne by the Seller.

7. Transfer of Risk

The risk shall pass to us only upon proper acceptance of the goods at the place of destination.

8. Warranty

For defects in the delivery of the goods, which also include the absence of warranted characteristics, the warranty period of the Seller lasts for two years after acceptance unless otherwise agreed in writing in individual cases. Notwithstanding our other rights under the Seller's warranty liability, we shall be entitled to remedy defects and damage at the Seller's expense in urgent cases or if the Seller fails to meet its obligations in due time. The Seller shall also undertake the same warranty obligation for the goods and components delivered by him but not produced by him. If it is unreasonable for us to demand the improvement or replacement of the defective goods for good reasons lying in the person of the Seller, or if these remedies would involve considerable inconvenience for us, we shall have the right to withdraw from the order immediately. The warranty period for latent defects shall not commence until the defect is discovered. In the case of goods that are usually left packed until they are used, defects that only become visible when they are removed from the packaging shall be deemed to be latent defects. The Seller waives the objection of delayed notification of defects. In the event of replacement delivery and repair, the warranty period shall start anew. Any additional costs arising from covering purchases shall be borne by the Seller. If we resell the Seller's goods, the Seller undertakes to indemnify and hold us harmless for all warranty claims of our customer, insofar as these do not exceed the scope of our statutory warranty to our customers. This shall also apply if the time limits for asserting our warranty claim against the Seller have already expired.

9. Liability

Seller shall be liable in accordance with the statutory provisions.

Seller shall indemnify and hold us harmless for any claims for damages or product liability claims which may be brought against us in connection with the goods.

10. Terms of payment

Payment of Seller's invoices shall be made exclusively after delivery of the entire order, within 30 days 3% discount or within 90 days net. If the invoice is received later than the goods, the date of receipt of the invoice shall be decisive for the calculation of the payment terms according to the above paragraph. Complaints about the delivery entitle us to withhold due payments. Payment shall not constitute recognition of the proper condition of the delivery or a waiver of any rights to which we are entitled. In the event of the existence of counterclaims, we shall be entitled to compensation.

11. Order documents

The drawings, drafts, models, etc. attached to our inquiries or orders shall remain our property and shall be returned to us with the offer or after execution of the order. These documents may not be made accessible to third parties.

12. Severability clause

If individual provisions of these General Terms and Conditions of Purchase are invalid, this shall not affect the validity of the remaining provisions of these General Terms and Conditions of Purchase or the conclusion of the contract.

13. Applicable law, place of performance, place of jurisdiction

It is agreed that the law of the Republic of Austria shall apply. The application of the UNCITRAL Convention on Contracts for the International Sale of Goods 1980 is excluded. Place of performance for delivery and payment is Vienna. Any disputes arising from the contractual relationship shall be subject to the jurisdiction of the competent court for 1010 Vienna.

 

General Terms and Conditions of Purchase FRANKSTAHL Rohr- und Stahlhandelsg.m.b.H A-2353 Guntramsdorf, Frankstahlstraße 2

Status: June 2021