Conditions
General terms and conditions of business
for national & international sales
- General, scope
1.1 The General Terms and Conditions of PROOX GmbH ("PROOX") apply in their current version to all contracts relating to deliveries and services by PROOX. These conditions are solely valid unless we acknowledge in writing any deviations or conditions of the buyer. The following order of precedence applies to the validity and interpretation of the various documents: order confirmation, offer, these general terms and conditions. Rights and obligations from business relationships with us may not be transferred to third parties.
1.2 The ineffectiveness or the invalidity of individual provisions of these conditions has no influence on the validity of the remaining provisions and the existence of the contract that has been concluded. Instead of the ineffective or invalid provision, corresponding legal provisions or a regulation that is newly agreed between the parties shall apply.
- Offer, offer documents, planning work, copyrights
2.1 PROOX's offers are always non-binding. PROOX reserves the right to deviate from the illustrations, drawings as well as dimensions, weight and performance information from PROOX offers, brochures, price lists and catalogues, unless these have been expressly designated as binding.
2.2 Drawings / layouts and other confidential documents ("information") remain the property of PROOX and include copyrights of PROOX, even if this is not expressly marked.
- delivery dates
Delivery dates are given to the best of our knowledge, but without guarantee. Partial deliveries are permitted if this is reasonable for the customer.
- Acceptance of goods
Immediately after delivery, the customer must inspect the products for completeness, compliance with the delivery papers and transport damage, and immediately notify any discernible deviations and defects in writing. If a complaint is not made within 5 days of receipt of the products, the delivery is deemed to have been in accordance with the contract unless the deviation was not recognizable despite careful examination.
- Prices, terms of payment
5.1 PROOX prices are DAP (delivery at place) in accordance with the current international Incoterms ® .
5.2 Unless otherwise agreed, payment is made in advance or by credit card.
6. Retention of Title
The delivered goods remain the property of PROOX until all claims arising from the business relationship with the customer have been settled in full. Pledges or assignments by way of security by the customer are not permitted and the customer must inform PROOX immediately in writing of any third-party access to the goods.
- disposal
7.1 All packaging supplied by us is exempt from the obligation via the ARA license number 18161 and the Interseroh license number 236600 and can be disposed of conventionally or reused. Our electrical devices can be returned to us or your collection point free of charge at the end of their useful life.
7.2 The customer who is based in an EU member state outside of Germany or Austria is obliged, as an importer and commercial user of electrical and electronic devices, to dispose of them properly at their own expense after they have ended.
7.3 The customer who is based outside the EU does not fall under the scope of the WEEE directives. As an importer and commercial user of electrical and electronic equipment, he is therefore obliged to dispose of it himself after the end of its useful life in accordance with the legal regulations applicable to him.
8. Liability for Defects, Warranty
8.1 If the goods delivered by PROOX are defective, the customer's claims for defects are based on the statutory provisions with the proviso that the customer can initially only request rectification. If the rectification fails or PROOX considers it to be disproportionate, the customer is entitled to reduce the purchase price or withdraw from the contract.
8.2 Defects must be reported in writing immediately, but no later than 5 working days after they are discovered. The warranty period for goods manufactured by PROOX is 48 months. The latest version of the warranty can be found on the company website: https://www.proox.com/fileadmin/user_upload/Garantie-Nachhaltigkeit/Proox_Garantie_de.pdf
9. Indemnification
9.1 PROOX is only liable for gross negligence and intent as well as culpable violation of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the compliance with which the customer can regularly rely ("cardinal obligation"). In the event of a slightly negligent breach of a cardinal obligation, PROOX's liability is limited to damage that was foreseeable and typical for the contract at the time the contract was concluded; PROOX liability is excluded in the case of a slightly negligent breach of secondary contractual obligations that are not cardinal obligations. In the event of initial impossibility, PROOX is only liable if PROOX was aware of the impediment to performance, it remained undetected by PROOX through gross negligence, or a cardinal obligation is violated as a result of the initial impossibility.
9.2 Loss of profit, loss of use and other indirect damage will not be compensated by PROOX.
9.3 Insofar as PROOX liability is limited or excluded according to the above paragraphs, this also applies to the liability of employees, representatives and other vicarious agents. Claims for damages in the case of assumption of a guarantee or a procurement risk as well as in the event of injury to life, limb or health, fraudulent concealment of a defect and claims under the Product Liability Act remain unaffected. With the exception of claims arising from tortious acts and claims for goods that have been used for a building in accordance with their normal use and have caused its defectiveness, claims for damages by the customer, for which liability is limited according to this provision, become statute-barred after one year.
- Cancellation of orders, returns
10.1 Cancellation of orders outside of the rights relating to material defects can only be made with the written approval of PROOX. If an order is canceled for goods that have already been ordered, PROOX reserves the right to charge a processing fee of 20% of the value of the goods. In the case of the cancellation of assigned projects, PROOX reserves the right to charge corresponding cancellation fees in the amount of the expenses incurred by PROOX.
10.2 Delivered goods can only be returned outside of the material defect rights after written approval has been obtained from PROOX. Goods must be received by PROOX no later than 10 working days after receipt of written approval. The goods must be returned unused, in their original packaging and in new condition. If these conditions are met, PROOX will refund the value of the goods in the form of a credit note; Cash payment is excluded. PROOX reserves the right to charge a processing or return fee of 20% of the value of the goods.
- Data Protection and Processing
The latest version of the data protection declaration can be found on the company website: www.proox.com/datenschutz
- Jurisdiction, applicable law, place of performance
12.1 Austrian law applies to the exclusion of the UN Convention on the International Sale of Goods and conflict of laws norms.
12.2 The place of performance for all claims arising from the contracts concluded with PROOX is the place of business of PROOX. The exclusive place of jurisdiction for all mutual claims arising from or in connection with the business relationship is Feldkirch. PROOX is entitled to appeal to any other legally permissible court. Alternatively, PROOX – as the plaintiff – is entitled to have a dispute arising in connection with the business relationship under these conditions decided according to the arbitration rules to the exclusion of the ordinary legal process; Place of arbitration is PROOX's place of business, language of arbitration according to PROOX's choice of German or English.
13. Contact
PROOX Ltd
Seglerweg 1
6972 Fussach, Austria
Tel. 0043 (0)5578 20620
office@proox.com