1.1. The present General Terms and Conditions (“GTC”) shall apply to all products and services distributed by Bohle GmbH, including application-oriented advice and consulting. However, additional, extended and partly deviant conditions, overriding the present GTC, shall apply for selling and installing machinery. For all other cases, the present GTC shall apply solely.

1.2. Bohle GmbH shall not accept any adverse or deviant conditions of the customer without explicit written consent. The present GTC shall apply even if Bohle GmbH delivers services without reservation in the knowledge of conflicting conditions of the customer or conditions that deviate from these General Terms and Conditions.

1.3. These GTC shall only apply to companies and legal persons under public law. They are applicable in the respective current version also to all future transactions with the customer.

1.4. Individual agreements reached with the customer on a case-by-case basis (including collateral agreements, additions and modifications) shall in any event take precedence over the present GTC. A written contract or a written confirmation of Bohle GmbH shall be decisive, subject to counterevidence, for the contents of such agreement. Legally relevant declarations and notifications which are made by the customer towards Bohle GmbH (e. g. deadlines, notices of defect, notices of cancellation or rescission) must be made in writing to be effective.

2.1. The offers of Bohle GmbH are subject to change and non-binding. All information and specifications in catalogues, flyers or other documents is non-binding. The customer´s order shall be deemed a binding contractual proposal. Contracts between Bohle GmbH and their customers come into existence by means of order confirmations sent by Bohle GmbH in written or electronic form, by email or fax. The order confirmation is decisive for the content of the contract. If Bohle GmbH deliver services without prior order confirmation, the contract shall be deemed effective upon the beginning of service provision or delivery of the ordered goods.

2.2. If the ordered goods are no longer available or have been replaced, Bohle GmbH reserve the right – subject to the customer´s approval – to deliver deviant products of the same or improved quality.

2.3. The information about the products or services provided by Bohle GmbH shall not be deemed guaranteed characteristics but descriptions or labels which are only approximately authoritative insofar as the usability for the contractually stipulated purpose does not require exact conformity.

2.4. For contracts which have not been concluded with commercial end users (e. g. dealers or resellers), the minimum order value shall amount to € 50.00 (net). For deliveries into countries outside the European Economic Area (EEA), a minimum order value of € 500.00 (net) shall apply. Spare parts and services are exempt of minimum order value.

2.5 Bohle GmbH retain all property rights, copyrights and other protected rights to submitted quotations, cost estimates as well as drawings, figures, calculations, flyers, catalogues, models and other documents made available. The above mentioned documents must not be made available to third parties without explicit written consent. This applies in particular to confidential documents.

3.1. If not indicated otherwise in the order confirmation, all prices are quoted "ex works" in Haan, plus statutory VAT. Shipping and freight charges, packaging costs and any possible installation costs (to be calculated separately) are not included. In case of direct sales to commercial end users, shipping charges shall be omitted starting from an order value of € 300.00 (net), except for deliveries by forwarding agent. A service charge of € 10.00 shall be included for orders of commercial end users below a value of goods of € 50.00 (net) which have not been placed via the Online Shop of Bohle GmbH. This shall be omitted if the customers themselves collect the goods in the Haan headquarters. For contracts which have not been concluded with commercial end users (e. g. dealers or resellers), any resulting shipping charges shall be borne by the customer. In addition, a service charge of € 10.00 shall be charged for orders below a value of goods of € 100.00 (net). For deliveries to countries outside the European Economic Area (EEA), the customer shall always bear the resulting shipping charges. Additionally, a service charge of € 100.00 shall be levied for orders with a (net) value of goods between € 500.00 and € 1,000.00.

3.2. Changes to catalogue prices are reserved. The respective list prices at the time of the order are binding. Modified prices shall be considered accepted if the customer does not object immediately after receiving the order confirmation.

3.3. Unless agreed otherwise, the purchase price is payable without deductions within 14 days from the invoice date. If the customer is in default of payment, Bohle GmbH are entitled to demand default interest pursuant to § 456 UGB (Austrian Commercial Code). Bohle GmbH reserve the right to prove and assert greater damages caused by such default.

3.4. Setoff against claims of Bohle GmbH with the customer´s counterclaims of any nature shall be excluded; the same applies for the customer´s right of retention.

3.5. Bohle GmbH reserve the right to supply their goods only on pre-payment or by cash on delivery.

3.6. Unless otherwise agreed, advance payment or letter of credit shall be applicable for deliveries into countries outside the European Economic Area (EEA).

4.1. All deliveries shall be made EXW ("ex works" in Haan) according to Incoterms® 2020, which shall also be the place of performance for delivery and possible supplementary performance. The risk of accidental loss and accidental deterioration of the goods shall be passed to the customer or the person charged with the takeover/collection of the goods at the latest upon handover of the goods. The risk is also passed to the customer in case of partial delivery and even if other services (e. g. setup, installation, commissioning, etc.) are still to be provided by Bohle GmbH. If the customer delays in accepting the goods, the handover shall still be deemed to have taken place.

4.2 At the customer´s choice and expense, the goods can be sent to a different place of destination (sales shipment). In case of sales shipment, the risk of accidental loss and accidental deterioration of the goods, as well as the risk of delay shall be passed already upon handover of the goods to the forwarder, carrier or any other person or institution authorised to carry out the shipment. This shall also apply if shipping and/or packaging costs are omitted.

4.3. Partial deliveries are permissible if not all ordered goods are available and insofar as the customer can be reasonably expected to accept such partial deliveries.

4.4. Delivery dates and times are only binding if they are explicitly confirmed in writing as binding between Bohle GmbH and the customer.

4.5. Agreed delivery periods are extended by a reasonable period of time – also within primary delay – in the event of force majeure and all unforeseeable impediments that have occurred after the conclusion of contract and are beyond the control of Bohle GmbH, regardless of whether the impediments are suffered by Bohle GmbH or their suppliers; this applies in particular to epidemics and pandemics, to strikes, operational and transport disruptions, and sovereign acts. If such delays continue for more than two months, both parties shall be entitled to withdraw from the contract.

4.6. Decisive for the observance of the delivery date is the day when the (partial) delivery is made available for collection or shipment or the day when the goods are handed over to the forwarding agent.

4.7. If Bohle GmbH is delayed, the customer shall only be able to withdraw from the contract – with the exception of the cases listed in section 4.5 – if they have granted Bohle GmbH a grace period of at least 14 days and this period has elapsed unsuccessfully. Claims for damages by the customer for non-performance or delay of Bohle GmbH shall be excluded unless proof of intention of gross negligence can be provided. For all other cases, the provisions of section 9 of these GTC shall apply accordingly.

4.8. If the customer defaults in accepting the performance or if they violate further obligations to cooperate, the risk of accidental loss or accidental deterioration of the goods shall be passed to the customer at the latest from the point in time where the delay of acceptance commences.

If shipment is delayed at the customer´s request or for reasons attributable to the customer, the goods shall be stored at the expense and at the risk of the customer. In this case, the notice of storage or the notice of readiness for dispatch shall be deemed as handover.

4.9. Bohle GmbH reserve the right to choose the shipping method and the means of packaging and transport. No claim of the customer against Bohle GmbH shall be derived from this choice; section 9 of these GTC shall apply accordingly.

In compliance with the Austrian Packaging Ordinance on the Avoidance and Recycling of Packaging Waste, all packaging materials are to be disposed of in a recyclable and environmentally friendly way. If the customers carry out the disposal themselves, Bohle GmbH shall not be held liable for the resulting costs. If the customer sends back the packaging material to Bohle GmbH for disposal, the despatch shall be done at the customer´s expense; any packaging material reaching Bohle GmbH with the postage unpaid, shall be refused.

6.1. Goods ordered incorrectly or in excess can be returned by the customer within 14 days upon receipt at your own shipping expenses as long as the goods have not been used, are in their original packing and in good and resalable condition.

6.2. Goods which have been manufactured or purchased especially for the customer cannot be returned.

6.3. Return consignment must under all circumstances be announced in advance and can otherwise not be handled.

7.1. The customer shall notify Bohle GmbH in writing of any defects immediately upon receipt of the goods and at the latest 5 days after delivery, and hidden, not identifiable defects at the latest 5 work days after their discovery, including a description of the defect; the timely dispatch of the notification shall be deemed sufficient to safeguard the deadline; otherwise the goods shall be deemed accepted. The assertion of guarantee or compensation claims (for defects) (§ 933a par. 2 ABGB (Austrian Civil Code)) and due to an error as to the non-defective nature of the item (§§ 871 et seq. ABGB) shall be excluded. For all other cases, §§ 377 et seq. UGB shall apply.

7.2. If Bohle GmbH can be held responsible for defects in the purchased goods, Bohle GmbH reserve the right to choose between remedy of defects and replacement delivery. In the event of remedy of defects, Bohle GmbH will bear any and all resulting costs and expenses, especially transportation, travel, work and material expenses, to the extent that these expenses are not increased because the goods have been transported to a place other than the place of fulfilment.

7.3. The customer shall grant Bohle GmbH the necessary time and opportunity for the owed supplementary performance, especially for handing over the rejected goods for inspection purposes. In the event of a replacement delivery, the customer shall return the defective goods to Bohle GmbH as per the statutory regulations.

If a defect actually exists, Bohle GmbH shall bear all costs resulting from the inspection and supplementary performance, especially transportation, travel, road and material expenses.

7.4. Should Bohle GmbH not be willing or not be able to remedy the defect or make a replacement delivery, the customer is entitled to withdraw from the contract or demand an appropriate reduction of the purchase price.

7.5 Claims for material defects shall be subject to a limitation period of 12 months starting from the passage of risk (see section 4). The right to recourse towards Bohle GmbH as per �§ 933b par. 1 ABGB shall also expire 12 months after the passage of risk.

7.6. Bohle GmbH shall not assume any liability whatsoever for a specific amount, value, property or suitability of the purchased item, as well as for its customary quality. Any and all indications and descriptions in illustrations, flyers, catalogues and advertisements are mere product descriptions and cannot be regarded as quality description of the goods. Such indications are only binding if they have been expressly agreed to define the quality of the goods.

7.7. All technical data, especially information on dimensions, have been thoroughly compiled. They comply with the current state of the art at the time of publication. Changes might result from necessary technical amendments. Liability for damages caused by wrong dimensions is expressly denied. Production-related deviations in measures, contents, weights, thicknesses and colours are permissible within the scope of normal industry tolerances. All published and distributed technical data, explanations and instructions concerning conditions of use and installation, are to be observed by the customer.

7.8. Mere signs of wear, such as the reduced performance of batteries and battery packs, etc., which are typically the result of normal wear and tear and correspond to the age and/or service life of the goods, shall not be considered a defect entitling to the exercise of warranty rights.  

8.1. If application-oriented advice by Bohle GmbH staff is required, this advice always complies with the current state of the art. The advice will be given by qualified Bohle GmbH staff or authorised partners observing the principles of proper execution of work. The selection of the appointed employees and service partners is reserved to Bohle GmbH.

8.2. A guarantee of successful performance is not given – unless agreed otherwise in writing – as the successful performance depends on different factors which are usually not verifiable through application-oriented advice. The advice does not exempt the customer from testing the suitability of the product for the intended purposes and processes.

9.1. Unless agreed otherwise in these GTC, Bohle GmbH shall only be liable for damages caused by Bohle GmbH, their legal representatives or agents in case of intent and blatant gross negligence.

9.2. The liability of Bohle GmbH shall be explicitly excluded in cases of slight negligence and simple gross negligence. This shall in particular also apply to the liability of Bohle GmbH for property damage, pure financial loss, positive damage, lost profit, indirect/third-party damage, consequential damage, as well as loss of savings, loss of interest and damage resulting from third-party claims against the customer.

9.3. The liability of Bohle GmbH for damage arising from injury to life, body and health of the customer/a third party shall remain unaffected of the above-mentioned liability limitations.

9.4. The limitations of liability resulting from section 9 shall also apply in case of breaches of duty by or in favour of persons whose default Bohle GmbH are responsible for according to legal stipulations. They shall not apply to Bohle GmbH for claims of the customer according to the Product Liability Act. Any claims for compensation of customers or third parties on Bohle GmbH from the title of product liability shall be excluded – as far as legally permissible.

10.1. Bohle GmbH retain title of the delivered goods until complete fulfilment of all present and future obligations resulting from the contract and a current business relationship (secured claims) with the customer.

10.2. The customer is entitled to sell goods subject to retention of title within the course of ordinary business; however, the customer hereby assigns to Bohle GmbH in advance any claim to the amount of the invoice total (including value added tax) which the customer may have against their clients or third parties; irrespective of whether the goods subject to retention of title were resold without or after processing. The customer shall be obliged in case of resale to place a note in their books or on their invoices clearly and unambiguously stating the assignment of the claim. The customer shall remain entitled to collect this claim even after assignment. The authorisation of Bohle GmbH to collect the debts themselves, shall remain unaffected thereof. However, they undertake not to collect the claims as long as the customer or a third party authorised by the customer meets their payment obligations, is not in default of payment, no insolvency proceedings are instituted over their assets, or payments are suspended. In this case, the customer shall be obliged to disclose to Bohle GmbH the receivables assigned and their debtors, provide all information required for collection, surrender associated documentation and notify the debtors (third parties) about the assignment.

10.3. The customer is entitled to process the reserved goods. The authorisation ends with the definite suspension of payments or the default in payment by the customer or by the third party authorised by the customer, or if insolvency proceedings are instituted over the customer´s assets. Any processing or transformation of the goods is always done for Bohle GmbH. If the reserved goods are processed with other objects, Bohle GmbH shall be entitled to co-ownership of the new object in a ratio equal to the value of the deliverables (= gross purchase price) to the other goods that were processed at the time of processing. For the object arising from such processing the same applies as for the goods delivered subject to retention of title. If the goods supplied under retention of title are inseparably combined or mixed with other goods not belonging to Bohle GmbH, then Bohle GmbH shall acquire co-ownership of the new item created in the ratio of the value of the deliverables (= gross purchase price) to the value of the other goods combined or mixed at the time of mixing. If mixing is performed in such a manner that the item of the customer is to be regarded as the principal item, then it is deemed agreed that the customer transfers to Bohle GmbH a proportional co-ownership. The customer shall hold the sole or joint ownership for Bohle GmbH.

10.4. If the customer defaults in payment or fails to fulfil their obligations under and in connection with the retention of title, Bohle GmbH may set a reasonable extension of time for performance or subsequent performance. In the event of this period expiring without result, Bohle GmbH shall be entitled to withdraw from the contract and to take back the delivered goods. For this purpose, the customer shall send an accurate statement of all goods that have been delivered to them subject to retention of title, separate the goods and hand them over to Bohle GmbH. After a warning with a reasonable time limit, the goods may be sold for the best possible price on the open market, setting off the price charged to the purchaser.

10.5. The customer is obliged to treat the purchased item with care; they are especially obliged to insure it sufficiently at their own expense against fire, water and theft damages to the replacement value. Should maintenance and inspection work be necessary, the customer must perform such work in good time and at their own expense. Seizure or other third-party interventions are to be notified immediately in writing.

10.6. Upon request of the customer, Bohle GmbH shall release the delivered goods subject to retention of title and items or claims that have replaced them, insofar as the realisable value of the securities exceeds the obligations to be secured by more than 10%; Bohle GmbH shall be responsible for the selection of securities to be released.

If personal data arising from or in connection with this contract are saved by Bohle GmbH and/or the customer for data processing purposes, the applicable legal provisions regarding data protection shall be complied with.

Reference is made to the privacy statement available at www.bohle.at, which forms an integral part of these GTC.

12.1. The exclusive legal venue for all disputes arising from or in connection with the legal relationship between Bohle GmbH and the customer (including the disputes regarding the effective conclusion, the violation, termination or invalidity of the contractual relationship or the GTC) – as far as legally permissible – shall be Vienna. However, Bohle GmbH shall also be entitled to take legal action against the customer at their general place of jurisdiction.

12.2. The place of performance for delivery shall be the place where the goods are stored for the purpose of being despatched or handed over to the customer. The place of performance for paying the purchase price and for fulfilling all other contractual obligations shall be Vienna.

12.3. For all contractual relationships between Bohle GmbH and the customer Austrian law shall apply exclusively, also in case of a possible foreign connection, under exclusion of UN Sales Law and the conflict-of-law rules of international procedural law.

12.4. Should a provision of the contract or these GTC be or become invalid or unenforceable, the validity or enforceability of the remaining provisions of the contract or these GTC shall remain unaffected thereof. In this case, the contracting parties shall undertake to replace the invalid or unenforceable provision by a valid and enforceable one that comes closest to the economic purpose of the provision to be replaced. The same shall be applicable to any gaps in this contract or these GTC.