General TERMS & conditions

VALIDITY

1. Our offers, sales, deliveries and other services, including any, which are carried out by a named sub-supplier, within this contract, are solely based on these terms and conditions (in short T&C). These terms and conditions, in its latest and current version at the time of contract, will apply for all future business/sales too.

2. Other contract terms are only binding if they are agreed upon in writing. This is also applicable for customers who refer to their own T&C.

PLACE OF FULFILLMENT

1. Vienna.

PRICES / PAYMENT TERMS

1. All our prices include VAT. Payment terms stated in the order confirmation do apply.

2. We may invoice you for goods (or parts thereof) if an order consists or part deliveries or goods itself are split in different deliveries.

3. An offset or retention of payment in respect of counter claims - from title of retention - is not permitted.

4. Payments made to LivingCarpets are only effective after they have reached our account and valid on the day (date) they have in fact been credited to our account.

5. If a customer delays payment (including part payments), we will immediately request payment of all outstanding invoices. All cash and/or payment discounts will no longer be valid. We reserve the right to charge interest on payments in arrears in excess of 12% pa, and a handling fee of € 8.00 plus VAT for each reminder we send out and the reimbursement of all costs incurred to redeem our monies owed (factoring, costs for legal letters etc.). If payments are delayed by 30 days and more, and if we have reason to believe the customer is unable to pay, we reserve the right to withhold outstanding deliveries, request deposit payments immediately and/or withdraw from the order (CANCEL THE ORDER).

6. We will honour incoming payments, regardless of their title, as a rule first for costs of ‘reminders’, then interest charges and then for the oldest debt (dated the earliest). However, we reserve the right to change any of these terms.

7. We will ask for the total payment of monies owed if even one payment of agreed instalment payments is delayed and deadlines or any time loss have not been honoured.

COMPLETION OF CONTRACT/ DELIVERY

1. The contract becomes valid with the written confirmation of the order (order confirmation). The order is binding for the customer within 8 days of receipt of the order.

2. An estimated time of delivery is stated on the order confirmation. The correct delivery within the stated time schedule requires that the customer has supplied all necessary information and/or wishes (in regards to colour, samples, material, measurements) fully and prompt.

3. In the event that our delivery being delayed by 14 days and a written (subject to 4.4. and 4.5) confirmation has been sent to the customer, the customer will be entitled to withdraw from the contract by sending a recorded letter within 14 days.

4. The customer accepts any essentially justified and adequate delays of delivery deadlines. Due to the monsoon (rain season and harvest time) in India during July and August customers have to allow for delays of deliveries that are placed within the stated period. As there are additional difficulties for our production team (e.g. lack of work force, wool and carpets take longer to dry) delays of up to 4 weeks are possible and the customer acknowledges and therefore accepts these hold ups.

5. Force Majeure, production and transport difficulties, shortage of material, confiscation of goods, strike or other unforeseen circumstances within our or the environment of our sub suppliers release us from our contract/order whilst this situation persists. Claims for compensation or cancellation of contract due to delay in delivery only exist if we have verifiably acted with gross negligence.

6. As soon as the goods arrive we will inform the customer and agree a convenient time/date for delivery. Should the customer not be able to accept the delivery on the agreed date (delay of acceptance), we will - after a 4 weeks deadline - store the goods on customer’s account and risk. At the same time we are entitled to either ask for completion of order or cancel the order.

CANCELLATION OF CONTRACT/ORDER

1. Should one of following situations occur: payment delay (3.5.), default of acceptance or if the customer finds him/herself in bankruptcy and settlement proceedings, we are entitled to cancel the contract.

2. If a cancellation is caused by the customer, it will be our choice to either claim for damages in excess of est. 15% of the gross invoice amount or the total actual costs of damage caused.

RETENTION OF TITLE

1. All delivered goods remain our property until they have been paid for in full. The customer may not pledge or assign any goods under retention of title for security.

2. The customer is obliged to notify us immediately if a third party gains access to the goods (theft, seizure, claim or similar) and has to inform the third party about our title towards said goods. The customer is responsible for goods supplied under reservation of title, in particular for their destruction, loss or damage and related costs.

3. The enforcement of retention of title means only a withdrawal of contract if we explicitly declare so.

ASSIGNMENT OF CLAIM

1. Upon delivery under retention of title the customer already assigns all future claims towards third party to the extent that they arise from sales, processing or union/association of the reserved goods until they have been paid for in full. The customer has to inform us - upon request - about debtors and has to notify them immediately of the assignment. The customer must also ensure the assignment becomes evident/entered in the books, delivery notes, invoices, etc.

2. Is the customer in arrears with payments the sales are separated and held/collected in our name. Any claims against an insurer are instantly assigned to us according to clauses of the Insurance Contracts Act.

3. Any customer claims against us cannot be assigned to third party without our explicit permission.

WARRANTY AND LIABILITY

1. We produce ordered goods according to the information – relating colour, pattern, material and measurements – supplied by the customer, where necessary from presented colour samples or drafts/drawings. We assume that the information/data supplied is true and accurate, if we do not receive a feedback (or complaint) from the customer within 5 working days in writing.

2. Minor changes of our service obligations and those which can be neglected by the customer are deemed to be accepted (if not communicated otherwise); in particular, deviations in drawings and pattern in colouring, measurements and structure.

3. The customer has to check the delivered goods immediately and report any faults, otherwise there is no basis for compensation claim and/or warranty, at the latest within 8 days of accepting the delivery. Hidden faults have to be claimed in writing within 3 days after detection and supported with photographic evidence/documentation. The customer is obliged to store the goods appropriately until they are checked or collected for inspection.

4. Rectification of faults/consequential damages (design or material fault) is carried out after our professional assessment and selection to either improve or exchange the damaged goods. We will provide an appropriate deadline should the necessity to exchange occur during the agreed delivery time.

5. The fault must have evidently existed before the goods were delivered/handed over to the customer. Faults due to natural wear and tear, improper use/handling or storage do not lead to improvement or compensation claims. The customer relinquishes the right to claim compensation for consequential damages. LivingCarpets is only liable if gross negligence can be proved.

6. All warranty faults or damages have to be claimed at court within two years of goods being delivered.

APPLICABLE LAW and PLACE OF JURISDICATION

1. It is agreed that solely Austrian law shall apply and that UN Commercial Law shall be excluded. Unless otherwise agreed, the statutory provisions applicable to full merchants shall apply.

2. Soweit nicht anders vereinbart, gelten die zwischen Vollkaufleuten anwendbaren gesetzlichen Bestimmungen.

3. Any disputes arising from this agreement are governed exclusively by the local jurisdiction, the Handelsgericht in Vienna.

DATA PROTECTION AND CHANGE OF ADDRESS

1. The customer gives permission to automatically store and process personal data given in the fulfillment of the contract.

2. The customer is obliged to notify changes to his (her) residential and or business address as long as the contractual legal transaction has not been fulfilled by both parties. In the event that no such notification is given, declarations shall then also be binding if they are sent to the last known address.

FINAL CLAUSES

1. For sales to end consumers under the Consumer Protection Act the forgoing clause only apply to the extent that the Consumer Protection Act does not prescribe.

2. All rights and obligations under this agreement go on to successors on both sides. We are entitled to transfer our claims arising from the contract to third party.

3. If several customers order together, they are jointly liable for all parts of the contract.

4. The existence/continuity of this contract shall not be affected by the invalidity of individual clauses. Contract partners have to exchange an obsolete clause with a valid one, which replaces the earlier one in the best way: meaning and purpose accordingly. The same applies for incomplete parts and gaps within the contract.

5. The content of our website has been compiled with meticulous care and to the best of our knowledge. However, we cannot be responsible for the up-to-date, completeness or accuracy of any of the pages.

This is a translation of our “Allgemeine Geschäftsbedingungen”. If there are any differences in interpretation the original version in German applies.