1. General

Our General Terms and Conditions of Business below apply to all deliveries and services. Verbal agreements shall only apply following written confirmation by the Recipient. Conditions of sale that contradict our „General Terms and Conditions of Purchase shall be ineffective unless they have been expressly approved by the Recipient.

2. Quotation

Your quotations shall be without obligation and free of charge. The order shall only be deemed to have been placed on dispatch of our written order confirmation. Quotations or estimates addressed to us shall be binding and free of charge in the absence of express agreement to the contrary. In the event of a quotation made to us, the Tenderer is committed there to for 60 days from receipt of this quotation by us.

3. Quotation validity and delivery deadlines

The advised delivery deadlines shall be binding upon the Supplier; the delivery deadline shall run from the date of order. Only deliveries without reservation of title are accepted. Force majeure, interruptions to operations of any kind and whatever the cause, and other unforeseen events, which significantly complicate acceptance for the Recipient, shall give the Recipient the right to extend the acceptance deadlines without the Supplier being due a claim to compensation and without the possibility of earmarked quantities being invoiced prior to acceptance.

4. Compliance with the EU Packaging and Packaging Waste Regulation (PPWR)

The Supplier is obligated to ensure that all goods are delivered exclusively in packaging that fully complies with the requirements of the EU Packaging and Packaging Waste Regulation (PPWR). This includes, in particular, compliance with all legal obligations regarding recyclability, material minimisation, recycled content, labelling, and all associated documentation and proof obligations. The Supplier shall be fully liable for the legal conformity of all packaging used and shall indemnify and hold the Purchaser harmless from any claims, administrative actions, penalties, or damages arising from non-compliance with the PPWR. Compliance with the PPWR constitutes an essential contractual obligation; in the event of non-compliance, the Purchaser is entitled to reject deliveries, claim damages, or withdraw from the contract.

5. Protection of plans and documentation, secrecy

Plans, sketches, cost estimates and other documentation such as brochures, catalogues, samples, presentations and similar material shall remain our intellectual property. Any improper use, especially transmission or internal use, is expressly prohibited. Transfer of risk In the absence of a written agreement to the contrary, delivery of the goods shall take place at the supplier‘s cost and risk. The goods are deemed to be sold free of charge to address of buyer. Transfer of risk shall be established when the goods arrive at the company or the agreed delivery destination.

7. Prices

In the absence of other express agreements, prices stated to us shall be understood to be inclusive of all taxes and incidental expenses, including carriage costs. Agreed prices or those based on the contract are deemed to be fixed prices. We do not accept escalation clauses and such like unless they have been specially negotiated.

8. Payment terms (maturity, part payment, discount)

In the absence of express agreement to the contrary, our payment term is 45 days from receipt of invoice. In the case of payment within 14 days from receipt of invoice we are due deduction of a discount to the value of 3 pct.

9. Cancellation fees

The Purchaser shall have the right to cancel the contract, without stating reasons, within 14 days of placing the order, on payment of a cancellation fee of no more than 3 pct. of the purchase price.

10. Warranty

In accordance with the following provisions, the Supplier shall be obliged to remedy each defect impairing serviceability due to a construction fault, a fault in the material or execution fault. The Supplier shall also be liable for defects in expressly stipulated characteristics. Exclusions of liability by our contracting parties, especially under the heading Warranty or Compensation, shall not be accepted unless these have been expressly negotiated with us in detail. In the event of defects emerging, we may choose replacement, repair or a reduction in price at our discretion, if there is no entitlement to redhibition and we exercise this right. If we insist on repair or replacement, we are entitled to withhold payment in full until complete fullfilment of the performance or delivery owed. Furthermore, deviations from the statutory provisions concerning compensation or warranty, such as changing allocation of the burden of proof, shortening deadlines and such like, require our express, case-by-case consent in writing to be effective. By way of derogation from the statutory regulation, during the entire warranty period the burden of proof for freedom from defects shall remain with the Supplier. The obligation to investigate defective deliveries of goods according to §377 Austrian Uniform Commercial Code (UGB) is expressly eliminated by agreement. In the event of any defects being discovered, we are entitled to a period of six weeks in which to complain about defects.

11. Liability / Compensation

The Supplier, whether manufacturer, importer or dealer, has the status of producer. The Supplier shall in each case be liable within the terms of the Austrian Product Liability Act (Produkthaftungsgesetz) for any personal injury or damage to property which we incur as a consequence of the defectiveness of the goods supplied. It undertakes to hold us harmless and indemnify us. In addition to personal injury and damage to property, the Supplier shall also be liable for all indirect and direct consequential loss or damage which we incur as a result of processing or using the defective goods supplied. Exclusions of claims for compensation within the terms of §12 PLA shall not be accepted. We shall not accept exclusion of claims for compensation according to §933b ACC of 1797.

12. Set off

We shall not acknowledge a contractual exclusion of set-off; instead, we are entitled to offset claims at any time, using all the claims due to us against the contracting party as the case arises.

13. Covenant against assignment

Any claims that have arisen against us cannot be assigned for lack of express consent in writing. 

14. Bans on refusing performance and bans on retention

In the case of justified complaints, we are entitled to withhold the entire outstanding payment.

15. Confidentiality Association

Confidential information, which particularly includes the business relationship, may not be passed on to any third parties without the prior written consent of ECOTHERM. In the event of an infringement, a contractual penalty in the value of an annual average order value for the last three financial years is been agreed and must be paid to ECOTHERM within 5 working days after written notification. This penalty payment does not release the supplier that ECOTHERM is entitled for any other claims of damages.

16. Formal requirements

All agreements, subsequent amendments, supplements, collateral agreements etc. must be affected in writing to be valid. This shall also include the original signature or secure electronic signature.

17. Choice of law / Jurisdiction

The law of Austria alone shall apply. The court materially competent for Wels shall be the exclusive place of performance and jurisdiction. Applicability of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980 (CISG) is excluded.

18. Arbitration Agreement

All disputes arising out of this contract or related to its violation, termination or nullity shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) by one or more arbitrators appointed in accordance with these rules: The number of arbitrators shall be one. The substantive law of Austria shall be applicable. The language to be used in the Arbitral proceedings shall be German. The applicability of the accelerated procedure is permitted

1. General

These Sales Terms apply to all deliveries and services provided by Ecotherm Austria GmbH (“Ecotherm”). Any verbal agreements shall only be valid if confirmed in writing by Ecotherm. Conflicting or deviating terms and conditions of the Customer are ineffective unless expressly acknowledged in writing by Ecotherm.

2. Offers

All offers issued by Ecotherm are non‑binding unless expressly declared as binding and accompanied by a specific validity period.

3. Conclusion of Contract

A contract is deemed concluded once ECOTHERM issues a written order confirmation following receipt of the Customer’s purchase order, unless the Customer objects in writing within ten (10) days. Delivery of ordered goods by Ecotherm may replace a formal order confirmation. Unless otherwise agreed, the Customer is solely responsible for obtaining all import/export licences, currency permits, and other approvals necessary for order execution.

4. Customer Responsibility for Compliance with the EU Packaging Regulation (PPWR)

The Customer is solely responsible for the selection, specification, and provision of all packaging. Ecotherm assumes no responsibility for PPWR compliance of customer‑specified packaging. The Customer must ensure compliance with all PPWR requirements and indemnify Ecotherm from any resulting claims or penalties.

5. Protection of Documents and Intellectual Property

All technical documents remain the intellectual property of Ecotherm and may not be reproduced or disclosed without written permission.

6. Delivery and Delivery Periods

Delivery periods start upon order confirmation and fulfillment of all customer obligations. Force majeure events extend delivery times. Delivery is ex‑works, and risk transfers upon readiness notification.

7. Retention of Title

Goods remain the property of ECOTHERM until fully paid. Claims from resale are assigned to ECOTHERM.

8. Prices and Payment

Prices are in euros, excluding VAT, and ex‑works. ECOTHERM may request advance payment.

9. Right of Withdrawal

ECOTHERM may withdraw from the contract in cases of non-payment, insolvency, or deterioration of creditworthiness.

10. Warranty

The Customer must inspect goods immediately and report defects within 3 working days. Warranty is 12 months. ECOTHERM may repair or replace defective goods at its discretion.

11. Liability

Liability is limited to insured damages. Indirect and consequential damages are excluded. Claims must be reported within 10 days and asserted within 2 years.

12. Set-Off and Right of Retention

The Customer may not set off claims or withhold payments.

13. Form Requirements

All agreements must be in writing. Email and fax fulfill the written-form requirement.

14. Jurisdiction and Governing Law

Exclusive jurisdiction lies with the court at ECOTHERM’s registered office. Austrian law applies, excluding CISG.