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General terms and conditions according to 09/2022
of Georg Fischer Fittings GmbH, Traisen

1 Scope 10.6 In the event that the Buyer cancels an order and Georg Fischer does not insist on performance of the
contract, Georg Fischer shall be entitled to a penalty amounting to 10% of the contract price (forfeited
1.1 These general conditions of sale apply to all deliveries of Georg Fischer Fittings-GmbH, A-3160 Traisen
("Georg Fischer") to the Buyer. penalty), as well as to damages in excess of this amount for which proof is submitted. The Buyer shall
They shall also apply to all future transactions even if reference is not made explicitly to these general be entitled to provide evidence that Georg Fischer actually has suffered no damage or that its damage is
conditions of sale. considerably lower than the penalty forfeited.
1.1 Provisions which deviate from or supplement these conditions of sale, in particular the Buyer’s general 11 Packaging
conditions of purchase or verbal agreements, are not accepted by Georg Fischer, unless this has been
confirmed in writing by Georg Fischer. These general conditions of sale even apply if Georg Fischer If the products are packaged in a way which is above and beyond the standard packaging, the extra
unconditionally makes the delivery in knowledge of Buyer’s conflicting terms and conditions. packaging in question will be charged additionally.
1.3 All forms of dispatch which enable proof of transmission in the form of a text, such as e.g. telefax,
e-mail, etc. shall be deemed to be on a par with communi-cations in written form. 12 Passing of Risk
12.1 The risk passes to the Buyer as soon as they have left Georg Fischer’s works (EX WORKS, Incoterms
2 Offers 2010 ICC, or latest version), even if delivery is at Georg Fischer’s the expense, under similar clauses or
Georg Fischer’s offers are not binding, unless agreed otherwise in writing. An order shall only be including installation or when carriage is organised and managed by Georg Fischer.
deemed accepted by Georg Fischer if confirmed in writing and if the order confirmation was received by 12.2 If delivery is delayed for reasons for which Georg Fischer is not to be held responsible, the risk shall
Buyer. pass to the Buyer upon notification that the goods are ready for dispatch.
3 Scope of Delivery 13 Shipment and Insurance
3.1 Georg Fischer reserves the right to introduce modifications to its range of products. 13.1 Unless agreed otherwise, the Buyer shall bear the cost of carriage.
3.2 The order confirmation shall govern the scope and execution of the contract. 13.2 Insurance against damages of any kind whatsoever shall be the Buyer’s responsibility. Even when
3.3 If the column „SP“ of the current addition of the Sales Catalogue “Program and Index values” shows a insurance is arranged by Georg Fischer, it shall be deemed to have been taken out by order and for the
specific quantity, such quantity reflects the minimum order quantity. account of the Buyer.
13.3 Any special requests regarding carriage and insurance shall be communicated to Georg Fischer in due
4 Data and Documentation time. Otherwise carriage shall be arranged by Georg Fischer at Georg Fischer’s discretion – without,
4.1 Technical documentation such as drawings, descriptions, illustrations, any indications of measurements, however, assuming responsibility – by the fastest and most cost-efficient method possible.
properties or weight and reference to norms shall serve the purpose of providing information only and If it is individually agreed, that Georg Fischer bears the shipping costs, transport arrangements shall be
do not contain any guarantees with respect to properties. made by Georg Fischer. If the Buyer issues special instructions in this connection, any additional costs
If and when it appears timely in view of technical progress Georg Fischer reserves the right to make will be charged to the Buyer.
appropriate modifications. 13.4 In the event of damage to or loss of products during carriage, the Buyer shall mark the delivery
4.2 All technical documentation remains the intellectual property of Georg Fischer and may only be used for documents accordingly and immediately have the damage ascertained by the carrier.
the purposes agreed upon or for the purposes indicated by Georg Fischer. Not readily ascertainable damages incurred during carriage shall be notified to the carrier within six (6)
workdays after receipt of the products.
5 Confidentiality, Data Protection 14 Inspection and Acceptance of Delivery
5.1 Each party shall treat as confidential all non-public commercial or technical information pertaining to
the other party of which it gains knowledge in the course of its business relationship with the other party. 14.1 The products are tested by Georg Fischer during manufacture to the usual extent. If the Buyer wishes
more extensive testing, such tests must be agreed upon in writing and are to be paid by the Buyer.
Such information shall neither be disclosed to third parties nor used for other purposes than those for 14.2 The Buyer undertakes to comply with its statutory obligations of inspection and notice obligations.
which the information has been supplied.
5.2 Within the context of the contractual relationship with the Buyer the processing of personal data may Defects in respect of weight, number of items or the external appearance and workmanship of the
be required. The Buyer hereby grants his approval in this respect and accepts that Georg Fischer may products must be reported by the latest five (5) workdays after receipt thereof. The Buyer must give
also disclose such data to third parties (e.g. sub-contractors) in Austria and abroad for the purpose of written notice of other defects immediately after discovery, in any case, however, within the agreed
handling and maintaining business relations. period of warranty. Notice of defects must be made in writing.
14.3 Defective parts must in any case be kept until claims under warranty or claims to compensation for
6 Regulations at the Place of Destination, Export Controls damage have been finally clarified and must be made available to Georg Fischer upon request.
6.1 The Buyer must draw the attention of Georg Fischer to local provisions of law or other regulations which 14.4 If so requested, Georg Fischer is to be given the opportunity to appraise the defect and/or the damage –
either by itself or by third party experts - prior to commencement of repair work.
refer to the execution of delivery and compliance with safety regulations and approval procedures.
6.2 In case of re-exports, the Buyer shall be responsible for compliance with pertinent export control 15 Liability for Defects
regulations.
15.1 Upon receipt of a written request of the Buyer, Georg Fischer undertakes (at its own choice) to repair
7 Price or replace as soon as possible and free of charge all products which it can be proven have become
7.1 Unless agreed otherwise, the prices shall be deemed quoted ex works according to Incoterms 2010 defective or unusable due to poor materials, faulty design, faulty workmanship, faulty operating or
installation instructions.
of the ICC(or latest edition), incl. standard packaging. All additional charges such as costs for freight, In order to protect employees from toxic or radioactive substances which may have been transported
insurance, export, transit, import or other permits as well as legalisations (“Ancillary Costs”) shall be through defective parts returned to Georg Fischer's sales organisation, said parts must be accompanied
borne by the Buyer. Likewise the Buyer shall bear the costs of all taxes, levies, charges and customs by a Material Safety Disclosure Form. The form may be obtained from Georg Fischer's local sales
duties. company or via www.piping.georgfischer.com.
7.2 Upon request Buyer shall be provided with the Ancillary Costs accruing for the respective products, with Parts which are replaced become the property of Georg Fischer, unless Georg Fischer waives such
the order confirmation at the latest. claim.
15.2 For products which are manufactured according to the Buyer’s specifications, drawings or models,
8 Terms of Payment Georg Fischer’s warranty is limited to proper materials and workmanship.
8.1 Payments are to be made by the Buyer at the place in which the Georg Fischer company that issues the 15.3 The Buyer is entitled to require rescission of the contract or a reduction of the contract price, if
invoice is located without any deductions such as cash discount, expenses, taxes and fees, in accordance - it is impossible to carry out a repair or make a subsequent delivery;
with terms of payment agreed upon. Invoices are payable within 14 days net, unless otherwise agreed. - Georg Fischer does not succeed in carrying out the repair or making a subsequent delivery within a
8.2 The Buyer shall only have a right of set-off and a right of retention with respect to claims which are reasonable period of time or
either undisputed or have been established as being binding in law. In particular payments are also to be - Georg Fischer refuses to carry out the repair or make a subsequent delivery or is negligent in causing
made if unessential parts of the delivery are still outstanding, provided that the use of the delivery is not a delay in this respect.
rendered impossible as a result. 15.4 For products or essential components manufactured by third party, Georg Fischer’s warranty is limited
to the warranty provided by said third party.
9 Reservation of Title 15.5 The warranty shall not apply to defects and damage in cases of insignificant deviations from the agreed
9.1 The delivered products shall remain the property of Georg Fischer until the Buyer has settled all claims quality or resulting from natural wear and tear, inadequate storage or maintenance, non-compliance
which accrue to Georg Fischer against the Buyer at the time of the delivery. with operating and assembly instructions, overloading, unsuitable operational supplements, defective
9.2 Should the Buyer in the ordinary course of business resell any products to which title is reserved, the construction work, unsuitable building ground, inappropriate repairs or alterations by the Buyer or third
Buyer hereby internally assigns to Georg Fischer those rights which accrue to the Buyer against his parties, use of non-original spare parts and other reasons for which Georg Fischer is not to be held
customers arising out of the sale of products including all collateral rights, securities and reservations responsible.
of title until Buyer has paid all of Georg Fischer’s receivables, irrespective of whether the products were 15.6 Claims based on warranty or liability shall become time-barred twelve (12) months after receipt of the
resold without or after processing. If the Buyer is in default with his payment obligations, he has to delivery by the end user, at the latest, however, eighteen (18) months after dispatch of the delivery by
inform Georg Fischer about the assignment of claims and the applicable debtors, to provide all Georg Fischer.
information necessary to collect the debt, hand over the relevant documentation and notify the debtors 15.7 For Products that are customarily used for a building and caused such building’s defectiveness or for
of the assignment. Until revoked by Georg Fischer, this assignment shall not preclude the Buyer's right products, which find application in underground pipeline construction,
to collect the assigned receivables. a) Georg Fischer assumes in connection with the subsequent performance the proportionate dismantling
9.3 If the value of the goods subject to the afore-mentioned retention of title - together with collateral and assembly costs for the restoration of the original state of the affected object as well as – in cases
securities provided to Georg Fischer - exceeds Georg Fischer’s claims against the Buyer by more than of negligence – all other direct damages (personal injury and property damage). Section 16, however,
20%, Georg Fischer shall re-assign the rights mentioned under Section 9.2 to the Buyer at his request. applies accordingly, and
9.4 With the processing, combination and mixing of the products with other goods Georg Fischer acquires b) in deviation of Section 15.6 warranty and liability claims, expire five (5) years after installation, but not
the co-ownership in the new good in proportion of the value of the Georg Fischer products in which title later than seven (7) years after the manufacturing date.
is reserved (final invoice amount incl. VAT) to the other processed, combined or mixed goods. Thereby, Georg Fischer assumes the costs of dismantling and assembly costs for the restoration of the
9.5 Should Buyer be in breach of contract, in particular payment default, Georg Fischer shall be entitled to original state of the affected object up to a maximum of € 730.000 per occurrence; this liability shall,
take back the goods in which title is reserved after having issued a reminder and the Buyer is obliged to moreover, be limited to an overall maximum of € 2.000.000 in the case of serial losses. This limitation
surrender such products. shall not apply in cases of intent or blatant gross negligence on the part of Georg Fischer.
10 Delivery 16 Limitation of Liability
10.1 Delivery dates indicated by Georg Fischer are not binding, unless explicitly stated otherwise in the order Only in instances of intent and blatant gross negligence shall Georg Fischer (including his officers,
confirmation explicitly. Any binding term of delivery begins as soon as the contract has been entered into, his employees and other vicarious agents) be liable for breach of contractual and extra-contractual
all official formalities such as permits for import and payment have been obtained and all essential obligations, in particular due to frustration, delay, demonstrable false advice, pre-contractual liability.
technical issues have been settled. It shall be considered as met when the delivery is ready for dispatch. This disclaimer applies in particular to the liability of indirect and consequential damages, such as loss
10.2 The obligation to deliver is subject to the following conditions, i.e. the term of delivery will be extended or of production, loss of orders, claims for compensation by third parties and loss of profits.
the delivery date will be postponed by a reasonable period of time: Insofar Georg Fischer’s liability thereby exists it is limited to foreseeable, typically occurring damage.
a) if Georg Fischer does not receive in time the information necessary for the execution of the order or If one Party claims a breach of contract by the other party, it must take all necessary measures to
if subsequent changes causing delays are made by the Buyer; mitigate the damage caused thereby, provided that this can be done with economically reasonable
b) if Georg Fischer is prevented from performing the delivery by an occurrence of force majeure. Force means.
majeure shall equally be deemed to consist of unforeseeable circumstances for which Georg Fischer If the party concerned does not comply with its duty to mitigate damages, the other party may demand
is not to be held responsible which make it unreasonably difficult or impossible for Georg Fischer to adequate reduction of its obligation to pay damages.
make the delivery, such as delays in deliveries or defective deliveries from the designated suppliers, This limitation of liability does not apply to any culpable infringement of essential contractual obligations,
industrial action, official measures, a shortage of raw materials or energy, significant disruptions of the lack of assured properties as well as in cases of compulsory liability according to the product liability
operations, for example by destruction of the plant as a whole or of important departments or as a law applicable to the respective product delivered.
result of the breakdown of essential facilities, serious transport hold-ups, e.g. as a result of road
blockades. If these circumstances prevail for over six (6) months, both parties shall have the right to 17 Severability
withdraw from the contract. The Buyer shall not be entitled to claim compensation for damages; Should certain provisions in these general conditions of sale in whole or in part be or become invalid or
c) if the Buyer is in default in performance of its contractual obligations, in particular if it does not null and void, the contracting parties undertake to replace the invalid or null and void provision with a
comply with the terms of payment or does not pro-vide the securities agreed upon in a timely manner. valid provision which comes as close as possible to fulfilling the meaning and purpose of the invalid or
10.3 If Georg Fischer is to be held responsible for exceeding the agreed term of delivery (including a null and void provision.
reasonable extension thereof), Georg Fischer shall not be deemed in default until the Buyer has granted
to Georg Fischer in writing a reasonable extension thereof of not less than one (1) month which equally 18 Place of Performance and Place of Jurisdiction
is not met. Thereafter the Buyer shall be entitled to the remedies provided by law. Subject to limitations 18.1 Place of performance for the products shall be the Georg Fischer works from which the products are
of Section 16, any claim the Buyer may have to compensation for damages for delay shall, however, be despatched.
limited to a maximum of 10% of the price of the delayed delivery. 18.2 If any disputes arise out of the contractual relationship, the lawsuit is to be filed exclusively with
10.4 Partial deliveries shall be allowed. Georg Fischer may issue partial invoices for partial deliveries. the competent court in St. Pölten, Austria. Georg Fischer is, however, also entitled to bring an action
10.5 If the Buyer does not take in time delivery of goods which have been notified as been ready for dispatch, before any other competent court.
Georg Fischer shall be entitled to store the goods at the expense and at the risk of the Buyer and to 18.3 The contractual relationship is subject to Austrian law (excluding the choice of law principles thereof
invoice the goods as having been delivered. If the Buyer fails to effect payment, Georg Fischer shall in and the United Nations Convention on Contracts for the International Sale of Goods) in accordance with
particular be entitled to dispose otherwise of the goods. the Austrian Code of Civil Law (ABGB) and the Austrian Code of Commercial Law (HGB).
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