CGV et conditions de livraison

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All original documents are also available here as PDFs:

• ATM – Code de conduite et directives pour les partenaires commerciaux (au 23.02.2024) ↓
• ATM – Code de conduite et directives (au 23.02.2024) ↓
• ATM – Déclaration de consentement au code de conduite ↓
• ATM – Conditions générales de vente (Allemagne) ↓
• ATM – Terms and Conditions (Sales, EN) ↓
• ATM – Conditions de livraison (DE) ↓
• ATM – General Terms of Delivery (EN) ↓

General Terms of Sale (as of 01.01.2014)

The following General Terms of Sale of ATM Recyclingsystems GmbH ("ATM") apply.

1. Basis of Contract and Authority to Represent

1.1 ATM contracts exclusively on the basis of these terms and conditions. Deviating terms and conditions require the written confirmation of ATM's managing director to be valid. They also apply to all subsequent orders, even if no further specific reference is made to them in the offer.

1.2 The Purchaser acknowledges that for transactions with an order value exceeding € 2,000, only ATM's managing director or authorised signatory (Prokurist) has authority to represent ATM. Statements, promises or agreements made by field staff or office personnel do not become valid and legally effective retroactively through implied conduct, but only through the express, written approval of the managing director or authorised signatory. They are subject to a condition precedent of such approval.

1.3 Should individual provisions of these terms and conditions be invalid, this shall not affect the validity of the remaining provisions.

1.4 ATM's offer and these General Terms of Sale fully and completely reflect the legal relationship between the parties. There are no side agreements, whether verbal or in writing.

1.5 In any event, upon acceptance of the goods by the Purchaser, the offer, including these General Terms of Sale, shall be deemed accepted.

2. Offers, Prices and Transfer of Risk

2.1 ATM's offers are non-binding and are prepared as cost estimates. Insofar as production costs, such as raw material prices, change, the sales prices will be adjusted accordingly. Increases exceeding 10% must be disclosed to the Purchaser, who then has the right to withdraw from the contract within 5 days (without cost consequences for either party).

2.2 ATM's products are continuously being further developed. Product specifications, illustrations, drawings, dimensions etc. in catalogues, advertising materials and brochures are therefore non-binding. ATM is entitled to make objectively justified changes in this respect even without the Purchaser's consent.

2.3 The prices quoted are net prices and do not include statutory VAT. They are quoted ex works, in packaging suitable for transport, and are stated in EUR.

2.4 The transfer of risk is agreed to occur upon handover to the freight forwarder or carrier.

3. Performance Deadlines and Delay in Delivery

3.1 Performance deadlines have been calculated by ATM as an expected date of performance based on current production rates. They are non-binding unless expressly agreed otherwise.

3.2 In the event of operational disruptions (including at suppliers), such as force majeure events, strikes and similar occurrences not culpably caused by either ATM or its suppliers, the stated performance deadlines shall be suspended for the duration of the disruption. In such a case, neither the Purchaser nor ATM shall be entitled to damages arising from the delayed or (incomplete) performance.

3.3 ATM is entitled to render partial performance (including ahead of schedule), with each part being treated as an independent performance.

3.4 The Purchaser is entitled to withdraw from the contract due to delay in delivery, provided that, after expiry of the performance deadline, the Purchaser threatens withdrawal from the contract in writing while setting a reasonable additional period of at least 14 days, and performance fails to occur within that additional period due to gross negligence on the part of ATM.

4. Notice of Defects and Warranty

4.1 The Purchaser is obliged, subject to forfeiture of all warranty and damages claims, (including in the case of partial performance) to inspect the goods received without delay, in any event within 3 days of receipt, either personally or through an agent, and to notify ATM in writing within this period, with a detailed description of the complaint, of any defects that would be recognisable to a diligent businessman exercising ordinary care. Compliance with this deadline is determined by receipt of the notice of defect by ATM.

4.2 The Purchaser undertakes to store the goods complained of, free of charge, for at least 14 days, unless ATM has made other arrangements regarding the goods during this period.

4.3 ATM is entitled to inspect the goods at any time, either personally, through an agent, or through an expert.

4.4 If a sample of the goods was previously provided to the Purchaser, the delivery shall in any case be deemed free of defects if the goods actually delivered at least meet the quality standard of the sample provided.

4.5 In the event of a timely and justified notice of defect, ATM shall, at its own discretion, remedy the defect, replace the defective goods, or credit the purchase price against return of the goods complained of.

5. Liability

5.1 In the performance of the contract, ATM is liable only for gross negligence.

5.2 With regard to fault on the part of agents used in performance, ATM is liable only for fault in their selection. However, at the Purchaser's request, ATM shall assign to the Purchaser all warranty and damages claims against the relevant agent or supplier for direct enforcement in the Purchaser's own name, and undertakes to disclose to the Purchaser, upon request, all details of the agent or supplier in the event of such assignment.

5.3 ATM's liability for consequential damages of any kind arising from defects is limited to 25% of the order value; in the case of liability or product liability claims, it is limited to the amount payable under the liability or product liability insurance taken out by ATM.

6. Payment and Default in Payment

6.1 In the event of default in payment, the parties agree on default interest of 1.5% per month.

6.2 The Purchaser undertakes to reimburse ATM for all costs incurred as a result of its default in payment, in particular reminder costs, including those of a debt collection agency.

6.3 The invoice amount is due within 8 days, without deduction. In the case of partial performance, ATM is entitled to issue a partial invoice for each partial delivery.

6.4 In the event of default in payment by the Purchaser, ATM is entitled to make any further delivery, including in respect of existing orders, conditional upon full payment of the outstanding amount and advance payment of pending orders.

6.5 Any discounts or bonuses granted are subject to a condition precedent of full and timely payment of the entire order.

6.6 Bills of exchange and cheques are accepted solely on account of payment and constitute an acknowledgement of the underlying claim. All charges, fees and costs, including in the case of the transfer or extension of the bill of exchange or cheque, shall be borne by the Purchaser. Due dates stated on bill-of-exchange or cheque forms do not constitute a deferral of payment and therefore do not extend the contractual payment deadlines.

6.7 Unless otherwise agreed in writing, the parties agree on a prohibition of set-off with/against claims not related to the order in question.

6.8 The Purchaser waives its right to withhold payment in connection with any notices of defect it may raise.

6.9 The payment dates agreed in the order are fixed dates and, in case of doubt, constitute advance payments.

7. Retention of Title

7.1 The goods to be delivered remain the property of ATM until full payment of all invoices due to ATM.

7.2 The Purchaser undertakes to properly store the goods subject to retention of title and, in the event of resale prior to full payment, to pass on the retention of title to the buyer. The Purchaser further undertakes to disclose to ATM the buyer's details and, until full payment of all claims due to ATM, to assign to ATM, for enforcement in its own name, all claims against the buyer. This assignment must be recorded in the Purchaser's books.

7.3 The Purchaser further undertakes to notify ATM without delay of any claims or acts of seizure by third parties in respect of goods subject to retention of title, disclosing the identity of the third party and the nature of its claims. The Purchaser undertakes to reimburse ATM for all costs, including legal representation, incurred in enforcing the retention of title against such third party.

7.4 The Purchaser assigns to ATM all insurance or damages claims arising from the destruction of or damage to the goods subject to retention of title, and likewise undertakes to record this assignment in its books.

7.5 In the event of default in payment, ATM is entitled to collect or secure any goods subject to retention of title as set out above. The resulting costs shall be borne by the Purchaser.

8. Withdrawal by the Purchaser

8.1 The Purchaser is entitled to withdraw from the order prior to the transfer of risk, without stating reasons, against payment of 25% of the order value.

9. Place of Performance, Applicable Law and Jurisdiction

9.1 The parties agree that Fohnsdorf shall be the place of performance for delivery and payment.

9.2 The parties agree on the application of Austrian law and, in the case of delivery abroad, the UN Convention on Contracts for the International Sale of Goods, to this transaction.

9.3 For all disputes arising from this transaction, the parties agree on the jurisdiction of the court in Leoben.

General Terms of Delivery (Austrian Federation of Mechanical and Metalworking Industries, as of 01.01.2002)

In addition to the General Terms of Sale set out above, deliveries of goods and services are subject to the General Terms of Delivery of the Austrian Federation of Mechanical and Metalworking Industries (Fachverband der Maschinen- und Stahlbauindustrie Österreichs). These are, in principle, designed for transactions between businesses; the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is expressly excluded.

1. Preamble

1.1 These General Terms of Delivery apply unless the parties have expressly agreed otherwise in writing.

1.2 The following provisions on the delivery of goods apply mutatis mutandis to services.

1.3 For assembly and installation work, the Assembly Conditions of the Austrian Federation of Mechanical and Metalworking Industries apply in addition.

2. Conclusion of Contract

2.1 The contract is deemed concluded when the Seller, upon receipt of the order, has sent a written order confirmation and the Buyer has not demonstrably objected to it within 10 days.

2.2 Changes to the order made by the Buyer are binding on the Seller only if separately acknowledged by the Seller.

2.3 If import and/or export licences, foreign exchange approvals or similar permits are required for performance of the contract, the party responsible for obtaining them must make all reasonable efforts to obtain them in a timely manner.

3. Plans and Documents

3.1 Information on weight, dimensions, capacity, price, performance and similar details in catalogues, brochures, circulars, advertisements, illustrations and price lists is only binding if expressly referenced in the offer and/or the order confirmation.

3.2 Plans, sketches, cost estimates and other technical documents, samples, catalogues, brochures and illustrations always remain the intellectual property of the Seller. Any use, copying, reproduction, distribution, disclosure to third parties, publication or presentation of these may only take place with the express consent of the owner.

4. Packaging

4.1 Unless otherwise agreed, the stated prices do not include packaging; packaging is provided in a manner customary in the trade at the Buyer's expense and will only be taken back by separate agreement.

5. Transfer of Risk

5.1 Unless otherwise agreed, the goods are sold "ex works" (EXW) (ready for collection).

5.2 In all other respects, the Incoterms in the version valid on the date of conclusion of the contract shall apply.

6. Delivery Period

6.1 Unless otherwise agreed, the delivery period begins on the latest of the following dates: the date of the order confirmation; the date on which all technical, commercial and financial requirements incumbent on the Buyer have been fulfilled; or the date on which the Seller receives an advance payment due prior to delivery, or a payment security to be provided is issued.

6.2 The Seller is entitled to make partial deliveries and deliveries ahead of schedule.

6.3 If delivery is delayed due to an exempting cause within the meaning of Article 14, a reasonable extension of the delivery period shall be granted.

6.4 If the Seller is culpably responsible for a delay in delivery, the Buyer may either demand performance or, after setting a reasonable additional period, declare withdrawal from the contract.

6.5–6.7 If the additional period is not used due to the Seller's fault, the Buyer may withdraw from the contract in writing with respect to goods not yet delivered, and demand reimbursement of payments made as well as — in the case of gross negligence on the part of the Seller — compensation for justified expenses. If the Buyer fails to accept the goods, duly made available in accordance with the contract, at the agreed place or time (through no fault of the Seller), the Seller may either demand performance or withdraw after setting an additional period; further claims by the Buyer arising from delay on the part of the Seller are excluded.

7. Acceptance Testing

7.1 If the Buyer wishes to carry out acceptance testing, this must be expressly agreed in writing upon conclusion of the contract; unless otherwise agreed, it takes place at the place of manufacture during the Seller's normal working hours, in accordance with industry practice. The Seller must notify the Buyer in good time. If the delivered item proves to be non-conforming, the Seller must remedy the defect without delay. An acceptance protocol confirmed by both parties must be drawn up regarding the test; if the Buyer, despite having been notified in good time, is not present, the Seller shall sign alone and provide the Buyer with a copy. Unless otherwise agreed, the Seller bears the costs of the acceptance testing; the Buyer bears its own travel and accommodation costs.

8. Price

8.1 Unless otherwise agreed, prices are ex the Seller's works, excluding loading.

8.2 Prices are based on the costs at the time the price was quoted; any changes in costs up to the time of delivery shall be to the benefit or detriment of the Buyer.

9. Payment

9.1 If no payment terms have been agreed, one third of the price is due upon receipt of the order confirmation, one third at the midpoint of the delivery period, and the remainder upon delivery; VAT is payable no later than 30 days after invoicing.

9.2 The Buyer is not entitled to withhold payments on account of warranty claims or other unacknowledged counterclaims.

9.3–9.5 In the event of default in payment by the Buyer, the Seller may insist on performance and suspend its own obligations, extend the delivery period, declare the entire purchase price due, and — provided the Buyer has no exempting cause — charge default interest at 7.5% above the respective base rate of the European Central Bank, or withdraw from the contract after setting an additional period. The Buyer must reimburse the Seller for any reminder and collection costs incurred.

9.6 The introduction of the Euro does not affect the agreed rights and obligations.

10. Retention of Title

10.1 The Seller retains title to the purchased item until full satisfaction of all of the Buyer's financial obligations. In the event of seizure or other third-party claims, the Buyer must assert the Seller's ownership rights and notify the Seller without delay.

11. Warranty

11.1–11.2 The Seller is obliged to remedy any defect impairing usability that is due to a fault in design, material or workmanship. This obligation applies to defects arising within one year of single-shift operation from the transfer of risk or from completion of assembly.

11.3–11.5 The Buyer must notify defects in writing without delay; the Seller shall remedy the defect, at its own discretion, by repair on site, return for repair, replacement of the defective parts, or replacement of the goods. Unless otherwise agreed, the costs and risk of the return shipment shall be borne by the Buyer, and those of the return shipment of repaired or replaced goods by the Seller.

11.6–11.9 The Seller is liable for defect remedies carried out by the Buyer itself only with the Seller's prior written consent. The warranty does not apply in cases of improper installation or maintenance, unauthorised repairs or modifications, or normal wear and tear, nor to repair, conversion or second-hand goods orders. From the beginning of the warranty period, the Seller assumes no liability beyond that set out in this Article.

12. Liability

12.1 The Seller is not liable for personal injury, damage to property not covered by the contract, other damages, or loss of profit, unless gross negligence is attributable to the Seller; the reversal of the burden of proof pursuant to Section 1298 of the Austrian General Civil Code (ABGB) is excluded.

12.2 The purchased item provides only the level of safety that can be expected on the basis of applicable approval regulations, operating instructions and the Seller's specifications.

12.3 In cases of slight negligence on the part of the Seller, damages are limited to 5% of the order value, up to a maximum of EUR 727,000.

12.4 Claims for damages arising from defects must be asserted in court within one year of the expiry of the warranty period, failing which they shall lapse.

13. Consequential Damages

13.1 The Seller's liability for production downtime, loss of profit, loss of use, loss of contracts, or any other economic or indirect consequential damage is excluded.

14. Exempting Causes (Force Majeure)

14.1 The parties are released from timely performance of the contract if they are prevented from doing so by unforeseeable, unavoidable events of force majeure (including strikes and industrial action). The affected party must notify the other party without delay, and no later than within 5 calendar days, with a confirmed statement. Deadlines shall be extended by the duration of the effects; if the force majeure event lasts longer than four weeks, the parties shall seek an amicable settlement, failing which the Seller may withdraw from the contract.

15. Politique de confidentialité

15.1 The Seller is entitled to store, transmit, process and delete the Buyer's personal data in the course of business transactions.

15.2 The parties undertake to maintain absolute confidentiality, vis-à-vis third parties, regarding any information they receive in the course of the business relationship.

16. Jurisdiction, Applicable Law, Place of Performance

16.1 The place of jurisdiction for all disputes shall be the Austrian court with local jurisdiction over the Seller's registered office; the Seller may also bring proceedings before the court with jurisdiction over the Buyer.

16.2 The parties may also agree on the jurisdiction of an arbitration tribunal.

16.3 The contract is governed by Austrian law, excluding the CISG.

16.4 The place of performance for delivery and payment is the Seller's registered office, even if handover takes place at another location as agreed.

Politique de confidentialité

For the processing of personal data in the context of the business relationship, our Déclaration de confidentialité.