I. Scope

1.1 LASACO's deliveries, services (including ancillary services, advice or information) and offers shall be made exclusively on the basis of these GTC. Unless otherwise agreed, these terms and conditions shall also apply to future contracts, customer service, maintenance and services with the purchaser.

1.2 Upon placing an order with LASACO, these terms and conditions shall be deemed accepted. Any conflicting or deviating terms and conditions of the ordering party and any references to its own deviating terms and conditions are hereby expressly rejected. These shall only become part of the contract if the supplier expressly agrees to them in the individual case.

1.3 Additions or amendments to these GTC shall only be effective upon written confirmation by LASACO.

II. offers and copyrights

2.1 LASACO's offers shall be subject to change and non-binding. The contract itself, as well as assurances, supplements, amendments or ancillary agreements shall require LASACO's written confirmation in order to be effective.

2.2 Illustrations, drawings, dimensions, weights or other performance specifications shall only be binding if this is expressly agreed in writing. Drawings, dimensional drawings and descriptions of products and projects are covered by the copyright of LASACO or its sub-supplier and may not be reproduced or made available to third parties without their written consent. They may be recalled at any time and shall be returned to LASACO without delay and without being requested if they are no longer used for orders placed with LASACO.

2.3 LASACO shall not be obligated to provide information in offers and/or order confirmations that are based on an obvious error, namely a clerical or calculation error. Rather, the obviously intended statement shall apply.

III. scope of delivery and delivery time

3.1 All orders, including those accepted by LASACO's representatives, shall not be binding until confirmed in writing by LASACO. The dates and deadlines stated by LASACO shall not be binding unless expressly agreed otherwise in writing.

3.2 The delivery period shall commence at the latest of the following times:

  • Date of order confirmation

  • Date of fulfillment of all obligations to cooperate incumbent upon the Purchaser with regard to technical, commercial and other requirements.

  • Date on which a down payment or other security from the Purchaser due prior to delivery of the goods is received. If the agreed down payments for orders are made late, the delivery time shall be extended accordingly.

3.3 LASACO shall not be responsible for delays in delivery and performance or hindrances due to force majeure or due to events that make delivery significantly more difficult or impossible for LASACO, such as acts of war, natural disasters, difficulties in procuring materials that have subsequently occurred, operational disruptions, strikes, lockouts, shortages of personnel, official orders, etc., even in the case of bindingly agreed deadlines and dates. This shall also apply if they occur at LASACO's suppliers or their sub-suppliers. LASACO shall therefore be entitled to postpone deliveries or services for the duration of the impediment plus a reasonable start-up period or to withdraw from the contract in whole or in part. LASACO shall not be responsible for the aforementioned circumstances even if they arise during an already existing delay. LASACO shall inform the purchaser of the beginning and end of such obstacles without delay in important cases. Delays in delivery for which LASACO is not responsible shall not entitle the customer to withdraw from the order.

3.4 The delivery date shall be deemed to have been met if the delivery item leaves the warehouse on the agreed delivery date or if the purchaser is notified that the delivery item is ready for shipment.

3.5 The subject matter of the contract shall be performed in accordance with the state of the art at the time of the order. There shall be no legal entitlement to claims exceeding this and to properties of the subject matter of the contract which are not described and confirmed in detail. If technical innovations or improvements become known in the course of completion, LASACO shall, if desired, inform the purchaser thereof with a proposal for acceptance together with the effect on the price and delivery time of the subject matter of the contract.

3.6 Claims for damages due to non-delivery or delay in delivery shall be excluded unless LASACO can be proven to have acted with intent or gross negligence.

IV. Installation and Assembly; Cooperation of the Purchaser

For each type of installation, assembly and commissioning, the Purchaser shall assume the following obligations at its own expense:

4.1 Auxiliary crews such as required skilled workers or assistants with the required tools in the required number.

4.2 Operating power and water including the necessary connections up to the point of use, heating and general lighting.

4.3 to provide sufficiently large, suitable, dry and lockable rooms at the assembly site for the storage of the delivery items, assembly materials, tools, etc. and adequate working and recreation rooms including sanitary facilities for the assembly personnel.

4.4 The purchaser shall take the necessary measures to protect the assembly personnel and LASACO's property.

4.5 Protective clothing and protective devices that are required as a result of special circumstances at the assembly site and that are not customary for LASACO.

4.6 Prior to the start of the installation work, the customer shall provide the necessary information on the location of concealed power, gas and water lines or similar installations as well as the required structural data without being requested to do so.

4.7 Prior to the start of assembly or erection, the delivery parts required for the start of the work must be on site and all necessary preparatory work must have progressed to such an extent that assembly or erection can be started immediately after the arrival of the assembly personnel and carried out without interruption.

4.8 If the installation, assembly or commissioning is delayed due to circumstances that occur - in particular at the construction site - through no fault of LASACO, but are within the sphere of risk of the purchaser, the purchaser shall bear the costs for waiting time and further necessary travel of the assembly personnel.

4.9 LASACO shall not be liable for work performed by its assembly personnel or other vicarious agents to the extent that such work is not related to the delivery or installation or assembly or to the extent that it is not initiated by the purchaser.

4.10 If LASACO has undertaken the installation or assembly for an individual invoice, the following provisions shall apply in addition to 4.1:

The ordering party shall compensate LASACO for the billing rates agreed upon at the time the order was placed for working hours and surcharges for work at night, on Sundays and public holidays, for work under difficult circumstances as well as for planning and supervision. The provisions in force at LASACO's place of business shall be used to determine the statutory holidays.

4.11 The following costs shall be reimbursed separately: Travel expenses, costs for transporting the tools of the trade and personal luggage. The allowance for working time as well as rest days and public holidays.

V. Transfer of risk, acceptance, packaging

5.1 LASACO's obligation to perform shall be limited to providing the subject matter of the contract ready for shipment. Unless otherwise agreed, delivery shall be made in accordance with EXW Incoterms 2010 = named place. The purchaser shall be obligated to pick up the subject matter of the contract within seven calendar days after receipt of the notice of readiness or the invoice. The goods shall be packed at the discretion of LASACO at the expense of the purchaser. This shall also apply if partial deliveries are made or LASACO has assumed other services, e.g. shipping costs or delivery and installation.

5.2 The risk shall pass to the purchaser upon provision of the subject matter of the contract and notification of readiness for shipment or upon handover of the subject matter of the contract to the person performing the transport, but no later than upon leaving the delivery plant/warehouse or, in the case of drop shipments, the delivery plant/warehouse of the upstream supplier or manufacturer. This shall apply irrespective of whether further services (e.g. on site at the Purchaser) have been agreed.

5.3 If shipment is delayed or if shipment becomes impossible altogether, the risk shall pass to the Purchaser upon notification of readiness for shipment. If the Purchaser fails to accept the delivery, the delivery shall be deemed to have been made in accordance with the conditions when it leaves the supplying plant/warehouse or the supplying plant/warehouse of the upstream supplier or manufacturer.

5.4 If the purchaser does not accept the subject matter of the contract in a timely manner, LASACO shall be entitled to set a reasonable grace period, after the expiration of which LASACO shall be entitled to otherwise dispose of the subject matter of the contract or to supply the purchaser with a reasonably extended grace period. In the event of default in acceptance, LASACO shall be entitled to demand compensation for damages in the amount of 25% of the agreed price without providing separate evidence, unless it can be proven that substantially lower damages were incurred.

VI. prices and terms of payment

6.1 The prices stated in LASACO's order confirmation shall be authoritative. Additional deliveries and services shall be charged separately. The prices are EXW Incoterms 2010 = named place, excluding packaging plus the respective statutory value added tax.

6.2 Payments shall be made without any deductions in the agreed currency. The crediting of LASACO's account shall be decisive for the timeliness of payment.

6.3 Invoices shall be due for payment without deduction within 7 days after the invoice is issued. The receipt of payment shall be decisive for the timeliness of payment. LASACO shall be entitled, despite instructions to the contrary from the purchaser, to first credit payments to older, open invoices. If costs and interest have already been incurred, LASACO shall be entitled to credit the payment first to the costs, then to the interest and finally to the principal claim.

6.4 The customer shall only be entitled to set-off, retention or reduction, irrespective of notices of defects or any counterclaims, if LASACO has expressly agreed thereto or if the counterclaims have been legally established.

6.5 If the customer defaults on a payment, LASACO shall be entitled to demand interest on arrears in the amount of 12 percentage points above the respective base interest rate of the European Central Bank. This shall not affect the assertion of higher interest on arrears and further damage caused by default.

6.6 If the purchaser fails to meet its payment obligations or suspends its payments or if LASACO becomes aware of other circumstances that call into question the creditworthiness of the purchaser, LASACO shall always be entitled to demand advance payments or the provision of security prior to deliveries or, in the case of previously agreed partial payment installments, to call due the entire remaining debt.

VII Retention of title

7.1 LASACO shall retain title to the subject matter of the contract until all payments have been received and all other claims against the purchaser arising from the order have been satisfied. Any processing or treatment of the subject matter of the contract or the contractual services as well as its combination with third-party items by the purchaser or third parties shall be carried out for LASACO. LASACO shall be entitled to co-ownership of newly created items in proportion to the value of the subject matter of the contract.

7.2 The customer shall be obligated to insure the subject matter of the contract or the contractual services at its own expense against insurable damage. Upon placing the order, the Customer shall assign to LASACO, by way of security, claims to any insurance benefits in the amount of the order price. The customer undertakes to notify the insurer thereof and to inform LASACO thereof. The reassignment shall be deemed to have been tacitly effected upon full payment and fulfillment of the other claims arising from the order.

7.3 The customer may neither pledge nor assign by way of security the subject matter of the contract or the contractual services. The purchaser shall immediately notify LASACO of any pledges, seizures or other threats to the property by third parties, sending copies of the relevant documents (e.g., seizure report). The costs of any intervention by LASACO shall be borne by the ordering party.

7.4 In the event that the purchaser sells the contractual items or the contractual services prior to full payment of the agreed price, the purchaser shall assign its claims from the resale in the amount of the order price plus 10% collection payment to LASACO as security upon placing the order. In this regard, it shall be irrelevant whether the customer sells the contractual items or the contractual services to one or more buyers together with other items not belonging to LASACO, without or after processing or after installation in another item. LASACO shall not collect such claims as long as the purchaser duly meets its payment and other obligations. Upon LASACO's request, the customer shall inform LASACO of the debtors of the assigned claims, notify them of the assignment at its own expense and keep the collected sales proceeds separate from its own assets for LASACO.

7.5 If the value of the securities existing for LASACO exceeds its claims by more than 10% in total, LASACO shall be prepared, at the request of the purchaser, to release or transfer back securities exceeding this amount at its discretion.

7.6 If the law in whose area of application the subject matter of the contract or the contractual services are located does not permit the retention of title, but does permit the retention of similar rights to the subject matter of the contract, such similar rights shall be deemed agreed between the customer and LASACO. The purchaser shall be obligated to cooperate in measures that LASACO wishes to take to protect its property or similar security rights in the subject matter of the contract or in the contractual services. The customer may be required to do so, as well as to comply with the obligations set forth in clause 6, without any further reminder by means of an injunction or corresponding judicial measures.

VIII. Warranty

8.1 If the delivered subject matter of the contract or the contractual services are defective at the time of the passing of risk, LASACO shall, at its option, either deliver a replacement or remedy the defect. The rectification of defects shall take place during normal business hours, without any claim to express processing or other special services. Replaced parts shall become the property of LASACO and shall be returned to LASACO immediately. For all products from LASACO's delivery program, in particular, however, in the case of specifications by the purchaser, LASACO's liability shall be limited to the assignment of the liability claims to which LASACO is entitled against the pre-supplier or manufacturer of the product.

8.2 If operating or maintenance instructions of LASACO, its upstream suppliers or manufacturers are not adequately followed, if modifications or extensions are made to the delivered products, if the products are operated or used by untrained or insufficiently qualified personnel, if parts are replaced or if consumables are used that do not comply with the original specifications, any warranty of LASACO shall lapse.

8.3 LASACO shall not assume any warranty for damage caused by the following reasons: unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, parts subject to wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences, unless LASACO is at fault.

8.4 After consultation with LASACO, the customer shall provide LASACO with the necessary time and opportunity to perform all repairs and replacement deliveries that LASACO deems necessary in its reasonable discretion. LASACO shall also be granted the right to make multiple repairs, otherwise LASACO shall be released from liability for defects. Only in urgent cases of danger to operational safety and to prevent disproportionately large damages, in which case LASACO shall be notified immediately, or if LASACO is in default with the rectification of the defect despite a written reminder, shall the customer have the right to rectify the defect itself or have it rectified by third parties and to demand reimbursement of the necessary costs from LASACO.

8.5 The warranty period for the subject matter of the contract shall be 12 months from the transfer of risk. The warranty period for contractual services and replacement parts shall be 6 months from the transfer of risk. The purchaser hereby waives the right to assert all claims under the warranty after the expiration of the warranty period.

IX. Liability

9.1 LASACO shall be liable for breaches of duty, regardless of the legal basis and in particular also in the case of contractual indemnification obligations, only in the case of gross negligence or intent, unless (a) there is an injury to life, body or health, (b) a material contractual duty was breached, or (c) mandatory statutory provisions provide for a liability of LASACO that cannot be excluded. In the event of a breach of material contractual obligations due to simple negligence, liability shall be limited to the typically foreseeable damage from such breaches of obligations.

9.2 LASACO's liability for indirect and/or consequential damages of any kind (in particular for lost profits, and damages from business interruption), regardless of the legal basis and in particular also in the case of contractual indemnification obligations, shall be excluded, except in the case of intent. It is clarified that LASACO's liability for loss of profit and damages from business interruption shall also be excluded to the extent that the applicable law qualifies such damages in the individual case as direct and/or immediate damages.

9.3 To the extent that LASACO's liability is excluded or limited on the basis of the above provisions, this exclusion or limitation shall also apply accordingly to LASACO's legal representatives, agents and vicarious agents.

X. Limitation

All claims of the purchaser - for whatever legal reasons - shall become statute-barred 12 months after the transfer of risk. For intentional or fraudulent conduct and for claims under the Product Liability Act, the statutory periods shall apply.

XI. Right of withdrawal, redemptions

11.1 The customer may withdraw from the contract if LASACO is finally unable to provide the entire performance before the transfer of risk. The customer may also withdraw from the contract if, in the case of an order for similar items, it becomes impossible to perform part of the delivery in terms of quantity and the customer has a justified interest in refusing a partial delivery.

11.2 If there is a delay in performance pursuant to III. of these GTC and the purchaser grants LASACO, which is in default, a reasonable grace period with the express declaration that it will refuse to accept the performance after the expiration of this period and if the grace period is not complied with, the purchaser shall be entitled to withdraw from the contract.

11.3 If the impossibility occurs during the delay in acceptance by the Purchaser or through the fault of the Purchaser, the Purchaser shall remain obligated to counter-performance.

11.4 Goods shall only be taken back after LASACO has given its prior written consent. The return delivery shall be free of charge for LASACO. In the event that goods are taken back, a handling fee of 30% of the value of the goods shall be charged as well as any additional costs for reworking that may be required.

XII. Provisions under export law

12.1 Products of LASACO or its sub-supplier or manufacturer may be subject to restrictions when exported. In the event of an export of delivery items to a country outside the European Union, the customer shall be obligated to inform LASACO in writing of the intended use, the country of destination and the final recipient.

12.2 LASACO reserves the right to conduct additional export controls. For this purpose, LASACO shall be entitled to disclose the name and address of the customer, supplier and other persons involved in the execution of the contract to third parties for the purpose of security checks. LASACO cannot guarantee data security with the third parties contacted. LASACO also reserves the right to conduct an internal export control review to determine whether the contract can be executed.

12.3 If customers, suppliers and other persons directly or indirectly involved in the execution of the contract are listed on Austrian, European or U.S. sanctions lists, LASACO shall have the right to withdraw from or terminate the contract. In the event of such termination, any claims for compensation against LASACO shall be excluded.

12.4 In the event that the contractual items are subject to an export restriction, or even a partial export restriction, such that an export license must be obtained prior to delivery, the customer shall be obligated, in order to enable LASACO to apply for such export license, to provide or transmit all details regarding the purpose of the export control as well as - depending on the notification by LASACO - all other documents required for the complaint, such as, in particular, declarations regarding the destination and the use of the contractual item or other confirmations.

12.5 The customer shall be obligated to inform LASACO without being asked if a group company of the customer is involved in projects with a military background. This shall also apply if these projects are not related to this framework agreement or the scope of supply of the individual contracts.

12.6 Should the export licenses not be granted, LASACO shall not be liable for the non-performance of the contract, irrespective of the legal grounds.

XIII. other

13.1 The Customer may not transfer its rights under the agreement to third parties without LASACO's express consent.

13.2 If one of the provisions of these terms and conditions is or becomes invalid, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by such effective provisions that come as close as possible to the intended economic purpose of the ineffective provision.

13.3 The contractual relationship between the parties and these GTC shall be governed exclusively by the laws of the Republic of Austria, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.

13.4 The place of performance for the contractual services and the place of jurisdiction for all disputes arising directly or indirectly from or in connection with the contractual relationship shall be the court having subject-matter jurisdiction for A-4400 Steyr.