1. scope of application
1.1 These General Terms and Conditions (GTC) apply to all deliveries and services provided by the Company to entrepreneurs, municipalities, public corporations and other public clients.
1.2 Conflicting or deviating terms and conditions of the client shall not apply, even if they are not expressly contradicted.
1.3 Deviations from these GTC require an express written agreement to be effective.
1.4 These GTC shall also apply to all future business relationships, even if they are not expressly agreed again.
1a Definitions
1a.1 Products within the meaning of these GTC are all goods supplied by Carbon4, in particular heating systems, heating coatings, heating fabrics, heating foils, system components, electrical components, controls and accessories.
1a.2 Systems are combinations of several products that together form a functional unit without assuming any planning, construction or property responsibility.
1a.3 Construction products are products that are permanently connected to a structure or are intended for installation in structures.
1a.4 Electrical components are all current-carrying components, connections, regulating and control elements.
1a.5 The scope of delivery is exclusively the scope expressly specified in the respective order confirmation.
2. offers and conclusion of contract
2.1 Offers are subject to change and non-binding.
2.2 A contract is only concluded by written order confirmation, invoicing or actual delivery.
2.3 Contracting authorities are not entitled to conclude contracts solely by participating in procurement procedures.
2.4 Technical specifications, drawings or descriptions are only binding if they have been expressly confirmed in writing.
3. prices and terms of payment
3.1 All prices are net prices plus statutory VAT.
3.2 Unless otherwise agreed, the invoice amount is due prior to delivery.
3.3 Carbon4 is entitled to demand advance payments or securities in the event of doubts about solvency.
3.4 The client shall only be entitled to set-off and retention rights in the case of undisputed or legally established claims.
3a Withdrawal, project termination and cancellation
3a.1 If the client withdraws from the contract after conclusion of the contract or if a project is canceled or interrupted for reasons for which Carbon4 is not responsible, the claim to remuneration for the services rendered and products delivered up to that point shall remain in force.
3a.2 Goods that have already been produced, assembled or ordered must be paid for in full.
3a.3 Carbon4 is also entitled to claim liquidated damages in the amount of 20% of the net order value, unless the client can prove that the damages are lower.
3a.4 Statutory rights of withdrawal remain unaffected.
4 Delivery and delivery times
4.1 Delivery deadlines are only binding if they have been expressly guaranteed in writing.
4.2 Partial deliveries are permissible and are deemed to be independent deliveries.
4.3 Events of force majeure entitle Carbon4 to reasonably extend the delivery period or to withdraw from the contract.
4.4 Events of force majeure also include, in particular, shortages of materials and raw materials, delays in delivery by upstream suppliers, official measures, energy shortages, pandemics, labor disputes and changes in the legal or regulatory framework.
5 Delivery conditions and transfer of risk
5.1 Delivery shall always be CPT in accordance with Incoterms® 2020.
5.2 The risk shall pass to the client when the goods are handed over to the carrier.
5.3 Deviating terms of delivery, in particular DAP, require a separate written agreement.
6. municipalities and public clients
6.1 Deliveries to municipalities are subject to budgetary approvals.
6.2 Delays due to internal decision-making processes do not justify any claims for damages.
6.3 Carbon4 shall only be bound by call-off orders after written confirmation.
6a Subsidies and grants
6a.1 Carbon4 does not assume any warranty or liability for the eligibility of products or systems.
6a.2 Funding commitments, approvals, deadlines, evidence or settlements are the sole responsibility of the client.
6a.3 Changes to funding conditions, funding stops or rejections do not justify any claims against Carbon4.
6a.4 Statements on funding opportunities are non-binding and without legal entitlement.
7. installation, application and object responsibility
7.1 Carbon4 shall only be responsible for the delivery of the goods.
7.2 Installation, planning or project responsibility shall only be assumed if expressly agreed in writing.
7.3 The client is responsible for the suitability of the substrate and for the structural and electrotechnical requirements.
7a Electrical connections and third-party services
7a.1 Electrical connections, fuses, controls and integration into existing electrical systems must be carried out exclusively by authorized specialist companies.
7a.2 Carbon4 assumes no liability for the services of third parties, in particular electricians, planners, construction companies, painters/drywallers, floor layers or other trades.
7a.3 A coordination, monitoring or inspection obligation shall only exist if expressly agreed in writing.
8. advice and technical information
8.1 Technical information is provided to the best of our knowledge, but is non-binding.
8.2 They do not release the client from its own inspections.
8.3 No liability is assumed for the specific purpose of use.
9. inspection and complaint obligations
9.1 The client must inspect the goods immediately (§ 377 UGB).
9.2 Obvious defects must be reported immediately in writing.
9.3 Omitted or delayed complaints shall be deemed to be approval.
10. warranty
10.1 The warranty period is one year from delivery.
10.2 The deadline for construction products is two years.
10.3 Carbon4 is entitled to choose between repair or replacement.
11. liability
11.1 Carbon4 shall only be liable in cases of intent or gross negligence.
11.2 In the event of slight negligence only in the event of a breach of material contractual obligations.
11.3 Liability is limited to the sum insured under the business liability insurance.
11a Contractual penalties
11a.1 Contractual penalties, penalties or similar sanctions shall only apply if they have been expressly agreed in writing.
12. product liability
12.1 Mandatory liability under the applicable product liability laws remains unaffected.
13. reservation of title
13.1 The goods shall remain the property of Carbon4 until full payment has been made.
13.2 Processing or resale shall always be for Carbon4.
13.3 Claims arising from resale are hereby assigned.
14 Export and compliance
14.1 The client is responsible for compliance with all export, customs and sanction regulations.
15 Jurisdiction and law
15.1 Austrian law shall apply exclusively, place of jurisdiction Villach.
16. final provisions
16.1 Should any provision of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In place of the invalid provision, a provision shall be deemed agreed that comes closest to the economic purpose of the invalid provision.