General Terms, Delivery, and Payment Conditions of CLEANTEC hygiene technology gmbh
1. SCOPE
1.1. Unless expressly agreed otherwise, the following General Terms and Conditions (GTC) of CLEANTEC hygiene technology gmbh – hereinafter referred to as the Seller – apply to all legal transactions related to the supply of goods, deliveries, and other services by the Seller in business transactions with entrepreneurs as defined in § 1 KSchG (Austrian Consumer Protection Act). They also explicitly form part of our offers and order confirmations. Any deviating conditions, particularly the Buyer’s purchasing conditions, are expressly rejected. Our General Terms and Conditions are available in their latest version at www.cleantec.eu.
1.2. We reserve the right to modify these terms and conditions in whole or in part at any time, irrespective of the validity of other provisions, if the legal basis of individual clauses changes due to laws, regulations, other norms, or case law. Specifically defined contractual changes become legally binding 14 days (or two months for consumers) after notification to the Buyer, unless the Buyer objects in writing. The Buyer will be informed that silence after the deadline will be considered as acceptance of the changes.
1.3. In a long-term business relationship between entrepreneurs, these conditions are also considered part of the contract even if the Seller does not explicitly refer to them for each individual transaction. This applies especially to additional and repeat orders, supplementary offers, spare parts deliveries, and repairs.
1.4. In case of doubt, the latest version of the Incoterms shall apply to the interpretation of commercial terms.
1.5. If individual provisions of these GTC are or become invalid, the validity of the remaining provisions remains unaffected. The parties are obliged to replace the invalid provision with a legally permissible provision that closely aligns with the economic objective of the invalid provision.
2. OFFERS AND CONTRACT FORMATION
2.1. Offers contained in the Seller’s catalogs, sales documents, and online listings are non-binding unless explicitly stated otherwise. They are considered an invitation to submit an offer rather than a binding offer.
2.2. Orders are deemed accepted when the Seller confirms them in writing or executes the order immediately upon receipt. In the latter case, the delivery note or invoice serves as the order confirmation. The Buyer remains bound by their order until it is accepted by the Seller.
2.3. If an objective change occurs in the pricing basis between order acceptance and delivery (e.g., due to adjustments in procurement costs, legal amendments, governmental measures, etc.), the Seller has the right to adjust the agreed prices accordingly. The price change becomes effective upon written notification to the Buyer unless the Buyer objects in writing within 10 days (or two months for consumers).
2.4. Any oral agreements or commitments made by the Seller’s employees that go beyond the written agreement are only valid if confirmed in writing by the Seller.
2.5. If the Seller becomes aware of facts after contract conclusion regarding the Buyer’s creditworthiness or payment behavior (e.g., payment delays on previous deliveries) that indicate a risk of non-payment, the Seller is entitled to demand advance payment or appropriate securities. If the Buyer refuses, the Seller has the right to withdraw from the contract.
2.6. In case of significant deterioration in the Buyer’s financial situation, especially when restructuring is necessary under the URG (Austrian Business Reorganization Act), the Seller may terminate the agreement with immediate effect.
3. DATA PROTECTION
3.1. The Seller stores personal data (name, address, email, phone number, date of birth, and personal details for individualizing offers) of the Buyer and uses them for contract processing and internal evaluations. If necessary and legally permissible, contract data may be shared with third parties, particularly credit insurers or credit protection agencies.
3.2. The Seller is committed to confidentiality under § 6 DSG (Austrian Data Protection Act) and extends this obligation to its employees. Data processing is necessary for contract execution; without this information, the contract cannot be fulfilled.
3.3. Data is stored for the duration of the business relationship and beyond as long as legally required or justified by claims arising from the contract.
3.4. Depending on legal regulations, the Buyer has rights related to data processing, including the right to access, rectify, delete, or restrict processing, object to processing, data portability, and file a complaint with a supervisory authority.
3.5. The Seller’s privacy policy is available in its latest version at www.cleantec.eu.
4. ADDITIONAL SERVICES
4.1. Additional services such as consulting and planning services are not included unless expressly agreed otherwise. This applies in particular to consulting and planning services that the Buyer must provide to third parties. Statements by the Seller in this regard are always non-binding.
5. DELIVERY, TRANSFER OF RISK, DELAYS, AND EXPORT REGULATIONS
5.1. Unless otherwise specified in the order confirmation, delivery is agreed to be ex-warehouse.
5.2. The seller's information regarding delivery dates or timeframes is always approximate. Delivery deadlines agreed upon in writing are subject to unforeseen obstacles such as force majeure, war, riots, operational disruptions, and lockouts, including those affecting our subcontractors, as well as delays in the supply of raw and auxiliary materials, etc. If such obstacles arise, the seller is entitled—excluding any claims for damages—to postpone delivery for the duration of the disruption or to withdraw from the contract entirely or partially. In such cases, the customer has no right to terminate the contract (this does not apply to consumers). Compliance with the delivery period is contingent upon the customer fulfilling all necessary cooperation obligations. The delivery deadline is considered met if the goods have left the factory or shipping warehouse or have been reported as ready for dispatch by its expiration.
5.3. Risk is transferred to the buyer upon handover of the goods. For deliveries or shipments, risk passes to the buyer when the goods are handed over to a shipping or freight carrier, but no later than when they leave the seller’s premises—this applies even if delivery is carried out using the seller’s own vehicles. The same applies when deliveries are made from a third-party facility (so-called drop shipping). However, for consumers, this provision applies only if the consumer has designated the carrier.
5.4. At the explicit request and expense of the buyer, the seller will insure the transport and storage of the goods.
5.5. If shipment, delivery, or pickup is delayed due to the buyer’s request or fault, the goods will be stored at the buyer’s cost and risk. In such cases, notification of readiness for dispatch, delivery, or pickup shall be deemed equivalent to actual shipment, delivery, or pickup. The risk transfers to the buyer at the moment they fall into default of acceptance or debtor’s delay.
5.6. Partial deliveries are permissible to a reasonable extent.
5.7. The seller is liable for delays only if they result from their own fault or the fault of their vicarious agents. Liability for pre-suppliers or subcontractors exists only in cases of negligent selection as per § 1315 ABGB. Otherwise, the liability provisions (and limitations) under Section 10 apply.
5.8. In the event of a delivery delay, the buyer is obliged, upon the seller’s request, to declare within a reasonable timeframe whether they insist on delivery or wish to withdraw from the contract due to the delay.
5.9. The export of certain goods may be subject to licensing requirements due to their nature, intended use, or final destination. In the case of exports, the buyer will be made aware of the relevant national and international export regulations, such as the European Union's export control regulations.
5.10. Deliveries to the buyer are subject to compliance with national or international foreign trade regulations, embargoes, or other legal prohibitions.
6. PACKAGING
6.1. The seller reserves the right to charge separately for packaging.
6.2. For transport containers owned by the seller that are not returned by the customer within a reasonable timeframe after request, the seller is entitled to charge a flat fee of EUR 15.00 per container while waiving ownership of the transport container.
7. PRICES AND PAYMENT
7.1. Prices are always exclusive of VAT. A reasonable processing fee will be charged for special orders and small quantity orders. The seller explicitly reserves the right to charge cash-on- delivery fees and transport costs. The minimum value for small orders is EUR 100.00. For orders below this amount, the seller is entitled to charge an additional fee of EUR 15.00 to cover extra handling costs.
7.2. Unless otherwise agreed, the purchase price is due immediately upon receipt of goods and invoice, without deduction. The same applies to repair invoices. Payments received are always applied to the oldest outstanding invoice. Cash discounts are not granted if the buyer is in arrears with payments for previous deliveries. Cash discounts on precious metal surcharges are generally not permitted. Agreements on discounts or payment deferrals require written confirmation from the seller and can be revoked at any time (this does not apply to consumers). Special discounts and bonuses are only due once all invoices related to the respective billing period have been paid.
7.3. The seller accepts discountable bills of exchange as payment only by prior agreement. Credit for checks and bills of exchange is granted subject to their collection, less any associated costs, and with the value date being the day on which the seller can access the funds.
7.4. In case of payment default, the applicable legal regulations (§ 456 UGB) apply, with the statutory interest rate currently at 9.2 percentage points above the base interest rate per annum. The base interest rate valid on the first calendar day of a half-year applies to the respective half-year. If the customer is a consumer, interest of 5% above the respective base interest rate will be charged in case of late payment. Additionally, in the event of a payment delay, the seller is entitled under the law to demand a flat compensation fee of EUR 40.00 for collection costs from the debtor (§ 458 UGB); for consumers, collection costs must be reasonable in relation to the amount due. Furthermore, the seller can claim reimbursement for necessary collection costs exceeding this flat fee, in accordance with § 1333 Abs. 2 ABGB.
7.5. All claims of the seller become due for immediate cash payment—regardless of any previously agreed deferrals—if the buyer fails to meet payment terms or if circumstances arise suggesting that the seller’s claims are at risk due to the buyer’s lack of financial capability. In such cases, the seller is entitled to make further deliveries dependent on cash-on-delivery terms or the provision of appropriate security. If the buyer is more than 14 days in arrears or becomes insolvent, any granted special discounts, rebates, and bonuses become void and will be reclaimed.
7.6. If the buyer defaults on payment or fails to honor a bill of exchange when due, the seller may demand the return of unpaid goods after prior warning. The buyer must return the goods. The seller is only obligated to return the goods to the buyer upon payment of the remaining purchase price, including default interest and collection costs. The repossession of goods under this clause does not constitute withdrawal from the contract. The seller's existing rights to withdraw from the contract remain unaffected.
7.7. If the buyer is in default, the seller may, instead of repossessing the goods (as per Clause 7.6), withdraw from the contract after an unsuccessful reminder and a two-week grace period. If the seller withdraws from the contract, the buyer must promptly return any goods still under the seller’s ownership in proper condition at their own cost. The seller retains the right to claim further damages.
7.8. If the buyer defaults on payment, the seller may revoke the direct debit authorization (see Clause 8.6) and demand payment in advance for any outstanding deliveries. However, the buyer can prevent these legal consequences, including those mentioned in Clause 7.7, by providing security for the outstanding payments.
7.9. The buyer is not entitled to refuse payment or withhold payments if they were aware of the defect or other reason for complaint at the time of contract conclusion. This also applies if they remained unaware due to gross negligence, unless the seller explicitly guaranteed the condition of the goods. Furthermore, payments may only be withheld due to defects or complaints to a reasonable extent corresponding to the reduction in value (this does not apply to consumers).
7.10. The buyer may only offset claims against the seller if the counterclaims have been acknowledged by the seller or established by a final court decision, provided they are legally related to the buyer’s obligation.
8. RETENTION OF TITLE
8.1. The seller retains ownership of the goods until the full purchase price has been paid. If the buyer fails to meet their payment obligations, the seller may enforce the retention of title. In such cases, the seller is entitled to reclaim the goods in their ownership without prior notice or the buyer’s consent, and without requiring a court order. The seller may then resell or otherwise use the goods while maintaining all claims for damages, including claims for non- fulfillment, delays, and return transport costs. The buyer explicitly waives any claims for possession, injunctive relief, or damages against the seller in this context.
8.2. If the buyer processes the reserved goods into a new movable item, this processing is deemed to be carried out on behalf of the seller, and the new item becomes the seller’s property. If the goods are processed together with items not owned by the seller, the seller acquires co- ownership of the new item in proportion to the value of the reserved goods compared to the other goods at the time of processing. If the reserved goods are combined, mixed, or blended with goods not owned by the seller, the seller acquires co-ownership in accordance with thestatutory provisions (§§ 414 ff ABGB). The buyer must store the items in which the seller has sole or co-ownership at no cost to the seller. The value of the reserved goods is determined by the seller’s gross invoice amount.
8.3. If the buyer resells the reserved goods, they hereby assign their receivables from the resale to the seller. This assignment must be documented in the buyer’s business records in a manner that ensures sufficient public notice. The buyer must inform third parties who access or intend to access the reserved goods that they are the seller's property. The seller may, after prior notification, verify the buyer’s compliance with these obligations.
8.4. If the reserved goods are incorporated as an essential component into real estate, buildings, industrial plants, ships, ship structures, or aircraft owned by a third party, the buyer hereby assigns to the seller any resulting claims against the third party or relevant party for reimbursement, up to the value of the reserved goods, including all ancillary rights. Clause 8.3, sentences 3 to 5, apply accordingly.
8.5. The buyer may only resell, use, or incorporate the reserved goods in the ordinary course of business and only under the condition that the claims from such resale are effectively transferred to the seller as outlined in Clause 8.3. The buyer is not authorized to pledge or assign the reserved goods as security.
8.6. The seller authorizes the buyer, subject to revocation, to collect the assigned claims from their customers. The seller may revoke this collection authorization if the buyer fails to meet their payment obligations or if the fulfillment of such obligations appears at risk (see Clause 2.5). Upon request, the buyer must disclose the assigned claims and the respective debtors and notify them of the assignment. The seller is also entitled to notify the debtors directly of the assignment.
8.7. The buyer must immediately inform the seller in writing by registered mail (not applicable to consumers) if third parties assert claims on the reserved goods or the assigned claims, and must provide the necessary documents for legal defense (§ 37 EO). The buyer is liable for any costs incurred by the seller in defending against such claims.
8.8. If the buyer ceases payments or applies for insolvency proceedings over their assets, their right to resell, use, or incorporate the reserved goods, as well as their authorization to collect assigned claims, ceases. The same applies if a check or bill of exchange is protested. Any mandatory rights of the insolvency administrator remain unaffected.
9. COMPLAINTS, WARRANTY, AND LIABILITY
9.1. For material defects within the meaning of § 922 ABGB, the seller is liable as follows: The buyer must inspect the goods for quantity and condition within a reasonable period after delivery or pickup. Any defects must be reported in writing to the seller within 14 days of delivery/pickup. Failure to report defects in time results in the loss of warranty claims, claims for damages due to the defect itself, and claims due to errors regarding the defect-free nature of the goods.
9.2. Remedial action takes place at the location where the risk was transferred. If the buyer identifies defects, they must provide the seller with the defective goods or samples thereof for inspection, free of charge, and allow the seller a reasonable time for examination. If the buyer refuses, warranty claims become void. Until the seller completes the inspection, the buyer may not alter, resell, or process the disputed goods. The burden of proof reversal in § 924 ABGB is excluded.
9.3. The seller’s warranty obligation does not apply if the goods were improperly used, operational conditions were not met, or necessary maintenance was not performed as required by technical standards.
9.4. For justified complaints, the seller may decide, taking into account the type of defect and the buyer’s legitimate interests, whether to provide a replacement or repair. If rectification fails or does not occur within a reasonable grace period, the buyer may demand a price reduction or, if the defect is not minor, contract cancellation.
9.5. Claims for reimbursement of expenses related to rectification, such as transport, travel, labor, and material costs, are excluded from warranty coverage.
9.6. Unless otherwise agreed, the warranty period is one year for movable goods and two years for immovable goods from delivery/pickup.
9.7. Recourse claims under § 933b ABGB exist only if the consumer’s claim against the buyer was justified and only within the statutory limits. The buyer must inform the seller immediately about any warranty claims from consumers.
9.8. Clauses 9.1, 9.2, 9.5, and 9.6 do not apply to consumers. If a consumer files a defect complaint, the seller may require them to return the goods at the seller's expense for inspection. If the consumer returns the goods without prior agreement, they bear the costs and risks of shipment.
10. GENERAL LIABILITY LIMITATION
10.1. The seller is liable for financial losses to business customers according to statutory provisions, but only in cases of intent or gross negligence, including that of their representatives or vicarious agents. The burden of proof remains unchanged. In cases of gross negligence, liability is limited to the order value of the defective goods.
10.2. For consumers, the seller excludes liability for financial losses due to slight negligence.
10.3. Liability for damages resulting from injury to life, body, or health remains unaffected. Liability under the Product Liability Act also remains unaffected, but recourse claims against business customers (§ 12 PHG, § 896 ABGB) are excluded.
10.4. Further claims for damages are excluded unless otherwise stated (this does not apply to consumers).
11. PLACE OF PERFORMANCE, JURISDICTION, AND APPLICABLE LAW
11.1. The place of performance is the seller’s registered office.
11.2. The exclusive place of jurisdiction for all disputes arising from or related to these terms is the competent court in Vienna. The seller may also sue the buyer in any other competent court.
11.3. The contractual relationship is governed by Austrian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.