Terms and Conditions
General Terms and Conditions (GTC)
of VEMO GmbH, Bachleiten 4, 4680 Haag am Hausruck, Tel: 0043-7732-3711700, E-Mail: office@vemo.at.
1. Scope
1.1. These General Terms and Conditions (GTC) of VEMO GmbH, Bachleiten 4, 4680 Haag am Hausruck (hereinafter also referred to as "we" or "us") apply to the order (hereinafter referred to as "order"), as well as the sale and delivery of all goods from our assortment as well as for other legal transactions and these GTC are accepted by the customer (hereinafter also referred to as "you" or "your") with each order; the GTC can be amended by us at any time and apply in the version current at the time of your order.
1.2. In addition, these GTC are freely accessible on our website at all times and can be stored and printed by you in a reproducible format.
1.3. We do not recognize any provisions of the contractual partner (customer) that contradict, deviate from or supplement our GTC.
1.4. Customers within the meaning of these terms and conditions are both consumers and entrepreneurs within the meaning of § 1 KSchG, unless individual clauses explicitly apply exclusively to entrepreneurs or consumers.
1.5. Should individual provisions of these GTC or the contract concluded with the contractual partner be wholly or partially invalid, this shall not affect the validity of the remainder of the contract.
1.6. For entrepreneurs: If you have not received these GTC with the offer or if they have not been provided to you on another occasion, these GTC shall nevertheless apply if you knew or ought to have known them from a previous business relationship.
1.7. For entrepreneurs: If there are gaps in the contract, the contracting parties undertake to find a regulation that comes as close as possible to the economic result of the invalid provision; should an amicable agreement not be reached, such a provision shall be deemed agreed that most closely corresponds to the invalid provision.
2. Order and Conclusion of Contract
2.1. Our offers and communications – even upon your inquiry – are non-binding and subject to change in all their components, unless and insofar as they are not expressly stated as binding for a certain period. Cost estimates are non-binding in every respect, unless we expressly declare the cost estimate to be binding in writing within the cost estimate.
2.2. The presentation of goods in our online shop is merely a non-binding invitation to order goods from us. All offers and promotions in advertising materials and in the online shop are only valid while stocks last. The respective online catalog loses its validity upon the appearance of a new edition. Errors, printing and typesetting errors are reserved. Documents belonging to offers such as illustrations, drawings, weight or size specifications, samples, etc. are industry-standard approximations. Deviations of the delivered branded articles from the order with regard to material and execution within the scope of technical progress are expressly reserved.
2.3. We only conclude contracts with natural and legal persons with unlimited legal capacity who have reached the age of 18. Persons under 18 years of age may only purchase our goods with the consent of a parent or guardian.
2.4. You are obliged to fill in (provide) the fields (or details) provided in the online form completely and truthfully. We reserve the right to deny access to our website or close an account at our sole discretion.
2.5. After placing your order in the online shop, you will receive an automatically generated order confirmation by e-mail. This order confirmation lists the details of your order and these GTC again. The automatically generated e-mail order confirmation does not constitute acceptance of the offer, but merely documents that the order has been received by us. We will then check the availability of the goods.
2.6. Outside the online shop: By placing an order, you bindingly declare your contractual offer. Our possible acknowledgment of receipt does not yet constitute a binding acceptance of the order, but merely documents that the order has been received by us. We will then check availability. The acknowledgment of receipt only constitutes a declaration of acceptance if we expressly confirm this therein. We are entitled to accept the contractual offer contained in the order within 2 weeks.
2.7. We are free to reject orders without stating reasons. We reserve the right to determine the manner in which the order is carried out and will only accept the order by separate order confirmation via e-mail, or at the latest by delivery of the ordered goods. A contract is in any case only concluded upon our acceptance of your order.
2.8. For entrepreneurs: We can only accept your order if we ourselves are supplied correctly and in good time. We reserve the right not to provide the promised service in the event of its unavailability; in this case, we will notify you immediately of the unavailability and immediately refund any payments already made by you.
3. Prices and Terms of Payment
3.1. Unless otherwise agreed, all our prices are in EURO exkl. VAT and all payments to us are to be made exclusively in EURO.
3.2. Prices are exclusive of freight costs, export and import duties, implementation fees, customs duties and customs charges, official commission fees, and ancillary charges. Deliveries and services not included in the prices will be communicated to you on a separate information page.
3.3. Without express agreement to the contrary, shipping is uninsured; at your expense and risk.
3.4. Obvious errors, particularly errors already contained in our offer and the documents pertaining to the offer, entitle us to cancel the contract or to reasonably amend the agreed prices at any time at our discretion.
3.5. If delivery is made in parts, we shall be entitled to issue partial invoices.
3.6. Unless special payment conditions have been agreed, our invoices are due from the invoice date, but in any case upon receipt of the invoice, and are payable within 14 days gross without deduction. The due date occurs irrespective of whether you have had the opportunity to inspect the delivery or whether you assert defects and damages to the delivery. Payment by bill of exchange or cheque is only considered fulfilled upon covered encashment.
3.7. Offsetting your claims against our claims is not permitted, unless your claims are legally related to your existing liability, or are judicially determined or claims recognised by us in writing. We or companies affiliated with us may, however, assert claims by way of set-off.
3.8. Payments can only be made to the payment office(s) specified in the invoice with debt-discharging effect; payments to representatives or deliverers do not release you from your payment obligation. The day of payment is the day the payment is received in our account.
3.9. We are entitled, despite your differing provisions, to first credit payments against your older debts. If costs and interest have already accrued, we are entitled to first credit the payment against the costs, then against the interest, and finally against the principal amount. Any differing appropriation of the payment by you is ineffective.
3.10. We reserve the right to demand advance payments or deposits and security for payment from you – even before the delivery is made. If, after conclusion of the contract, justified doubts arise about your solvency or creditworthiness, or if such circumstances, which existed at the time of conclusion of the contract, only become known to us later, we are entitled either to demand cash payment or security before delivery or to withdraw from the contract and demand reimbursement of expenses from you, as well as to revoke granted payment terms and to make all credited claims immediately due.
3.11. If you default on payment, we are entitled to demand interest of 4% for consumers and 8% above the base interest rate for businesses without a reminder, and to make all other invoices not yet due immediately due, and to charge pre-litigation costs, in particular dunning fees and legal fees, and to immediately cancel other orders confirmed to you; in addition, we are entitled to demand the dissolution of the contract in whole or in part.
3.12. Cash discounts from already paid partial invoices become void in case of payment default on further partial invoices or the total invoice. Agreed delivery dates become null and void due to your payment default. In case of payment default, we are entitled to make the handover of goods, regardless of the order, to you or the further completion of the goods dependent on advance payment or bank security of the agreed price, or to withdraw from the contract entirely. If you default on payment for the remuneration secured by the retention of title, we are entitled at any time to take possession of the goods subject to retention of title, even if the contract has not yet been dissolved (right of repossession).
4. Delivery
4.1. For businesses: If the order confirmation contains no information, ex works delivery (according to Incoterms; i.e. our place of business) is deemed agreed. Even if we contractually undertake to deliver the goods, the place of performance remains our place of business or the distribution warehouse expressly named in the order confirmation. We reserve the right to choose the shipping method, even if the transport of the goods is to be arranged by you according to the agreement. We are entitled to make partial or advance deliveries; these must be accepted and paid for by you.
4.2. Unless otherwise agreed, the delivery period begins at the latest of the following dates:
4.2.1. Date of order confirmation
4.2.2. Date on which you have transferred the agreed payment
4.4. If, at your request, changes in the execution are required which necessitate additional deliveries, not only will these additional costs be charged separately according to the actual material or time expenditure; this additional service will also extend the agreed delivery or completion period accordingly.
4.4. For businesses: Delivery dates and delivery periods are agreed to the best of our knowledge under the assumption of normal conditions; unless expressly designated and agreed as fixed, these are always considered approximate delivery times, whereby an exceeding or falling short of the delivery dates and delivery periods by up to 14 days is in any case still considered timely. Compliance with the delivery dates and delivery periods by us is dependent on the fulfillment of any obligations and conditions of whatever nature that you may have to fulfill before delivery; otherwise, we are entitled to a corresponding postponement of the delivery dates and delivery periods without thereby falling into default. If you request a technical, commercial or scheduling change to the order, we are entitled to unilaterally announce a new delivery period or a new delivery date.
4.5. For businesses: Due to events such as fire and natural disasters and/or other cases of force majeure, lack of transport means, operational disruptions, strikes, labour restrictions, seizures, rejection of important workpieces etc. at our premises, delay in delivery by sub-suppliers, traffic disruptions, accidents for which we are not responsible, delayed transport or late delivery of raw materials and components, unforeseen or unforeseeable difficulties in customs clearance and import or export customs clearance, the delivery period shall be extended accordingly or the delivery date shall be postponed accordingly; this also applies if these events have occurred at one of the sub-suppliers. We will notify you immediately of the occurrence of such circumstances and announce a new delivery date or a new delivery period.
4.6. For entrepreneurs: We are not liable for the consequences of delay in the cases mentioned in point 4.5; we are entitled to withdraw from the contract in whole or in part if such circumstances exist, without you being entitled to derive any claims therefrom; in the above-mentioned cases, you are not entitled to withdraw from the contract or assert claims of any kind whatsoever. If one of the circumstances mentioned in point 4.5 lasts longer than two months, both we and you are entitled to dissolve the contract by a unilateral written declaration; you no longer have this right (i) if you are responsible for the interruption or (ii) if we have informed you of the removal of the obstacle and announced the delivery within a reasonable period.
4.7. For entrepreneurs: If you demonstrably suffer damage due to a delay in delivery for which we are grossly negligent, you are entitled to compensation for the damage up to a maximum of 5% of the value of that part of the delivery that cannot be used by you in time or for its intended purpose due to the delay in delivery. Further claims due to a delay in delivery are excluded.
4.8. For entrepreneurs: You are obliged to accept the goods on the confirmed delivery date or within the confirmed delivery period. The assertion of claims due to non-conforming delivery or the circumstance that you were unable to examine the delivery does not entitle you to refuse or postpone acceptance. In the case of call orders, you undertake to take over the goods no later than 14 days after completion. We have fulfilled our obligation when the delivery item is at your disposal, i.e., when you are notified of readiness for delivery.
4.9. For entrepreneurs: If you are in default of acceptance (especially due to non-acceptance after notification of our readiness for shipment), the goods will be stored (i) with us or with a third party, or (ii) shipped to you, at your expense and risk. If storage according to lit (i) takes place with us, we are entitled to charge you a fee equivalent to that of a public warehouse; our liability for the deterioration or loss of goods stored with us only applies in cases of intent or gross negligence; our rights under §§ 373 et seq. UGB remain unaffected. In the case of lit (ii), we are entitled to arrange for the transport of the goods ourselves, including transport insurance, at your expense to your place of residence, whereby we are free to choose the method of shipment (truck, train, ship, plane, etc.). If you do not accept the goods in whole or in part or if you are in default of acceptance, we can (i) withdraw from the contract after setting a grace period of 14 days and/or (ii) claim damages for non-performance.
4.10. You are responsible for providing the correct delivery address. In case of non-delivery, we reserve the right to claim any damage incurred as a result.
4.11. Delivery is generally carried out by parcel services or forwarding agents selected by us. When shipping, we determine the type and route of transport.
4.12. For entrepreneurs: Upon receipt of the consignment, the packaging must be checked for damage and, in the event of justified damage, reported in writing to the carrier or deliverer, or acceptance refused with reference to the damage. You must report incomplete deliveries or damage in transit to the responsible post office or delivery company within a reasonable period and send us a written record upon request.
4.13. For entrepreneurs: In all cases, the risk passes to you as soon as the consignment has been handed over to the person carrying out the transport or has left our warehouse for dispatch. Upon the occurrence of default in acceptance, the risk of accidental deterioration and accidental loss passes to you in any case.
4.14. For entrepreneurs: Visibly identifiable transport damage must be reported immediately upon receipt of the goods and their nature and extent must be communicated to us immediately in writing or noted in detail on the delivery note or waybill on site. You must notify us of open defects in writing in detail within 24 hours of receipt of the goods, or of hidden defects within 8 days of their discovery, and prove them within 2 weeks from the day of notification. If the complaint period is not met, no warranty, error, or compensation claims (including a claim for compensation for consequential damage) will be granted.
5. Right of withdrawal or cancellation for consumers in distance selling
Instructions on withdrawal
You have the right to withdraw from this contract within fourteen days without giving any reason.
The withdrawal period is fourteen days from the day on which you or a third party named by you, who is not the carrier, has taken possession of the last goods.
To exercise your right of withdrawal, you must inform us - VEMO GmbH, Bachleiten 4, 4680 Haag am Hausruck, Tel: 0043- 7732 – 3711700, E-Mail: office@vemo.at by means of a clear declaration (e.g., a letter sent by post or an email) of your decision to withdraw from this contract. You may use the attached sample withdrawal form, but it is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your notification of exercising the right of withdrawal before the withdrawal period has expired.
Consequences of withdrawal
If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement. We may withhold reimbursement until we have received the goods back or you have supplied evidence of having sent back the goods, whichever is the earliest.
You shall send back or hand over the goods to us without undue delay and in any event not later than fourteen days from the day on which you communicate your withdrawal from this contract to us. The deadline is met if you send back the goods before the period of fourteen days has expired.
You shall bear the direct costs of returning the goods.
You only have to pay for any loss in value of the goods if this loss in value is due to handling that is not necessary for checking the quality, characteristics, and functioning of the goods.
Exclusion or premature expiration of the right of withdrawal
The right of withdrawal does not apply to contracts for the supply of goods that are not prefabricated and for the manufacture of which an individual choice or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer.
The right of withdrawal expires prematurely for contracts for the supply of sealed goods that are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery.
General Notes
1. Please avoid damage and contamination of the goods. Please return the goods to us in their original packaging with all accessories and all packaging components. If necessary, use protective outer packaging. If you no longer have the original packaging, please use suitable packaging to ensure adequate protection against transport damage.
2. Please do not send the goods back to us freight collect.
3. Please note that the aforementioned points 1-2 are not a prerequisite for the effective exercise of the right of withdrawal.
6. Warranty
6.1. Your warranty claims are based on the statutory provisions. Irrespective of your statutory warranty claims and the right of withdrawal in distance selling transactions, returns and exchanges are generally not possible.
6.2. Minor deviations in format, color, material, and quality of the goods from illustrations are sometimes unavoidable and do not constitute a warranty claim.
6.3. No warranty can be assumed for defects that are due to improper use or above-average stress on the goods by you.
6.4. For entrepreneurs: We warrant that the delivery corresponds to the quality specified in the order confirmation. Unless further claims have been agreed in writing in the contract, we only provide a warranty to you, but not to third parties, for freedom from defects in materials and workmanship corresponding to the state of the art at the time the products are placed on the market by the supplier, provided that payment obligations for our services are met. If you have received a sample, the goods are as agreed if they correspond to the sample.
6.5. For entrepreneurs: Deviations in dimensions, weight, or quality are permissible within the framework of agreed or existing standards. Our warranty obligation only applies to defects that occur despite your compliance with the intended (installation) regulations; it does not apply in particular to defects that are based on unsuitable or improper use, overuse, faulty or negligent handling, unauthorized use or modification of the goods, and natural wear and tear; this also applies if the installation and other regulations of the suppliers are not met.
6.6. For entrepreneurs: A prerequisite for the warranty obligation is the fulfillment of the contractual obligations incumbent on the buyer, in particular the agreed payment terms. The warranty claims against us are only available to the direct customer and cannot be assigned.
6.7. For entrepreneurs: The warranty period is 12 months, unless special warranty periods have been agreed for individual delivery items; this also applies to delivery and service items that are firmly connected to a building or land. Remedying a defect does not lead to an extension of the warranty period. The warranty period begins - if no acceptance has been agreed - with delivery ex works or with dispatch, if this is carried out by us.
6.8. For entrepreneurs: Externally visible transport damage must be reported immediately upon receipt of the goods and their nature and extent must be communicated to us immediately in writing or noted in detail on the delivery note or freight bill on site and countersigned by us to confirm the notice of defects. You must notify us of open defects in writing within 48 hours of receipt of the goods or hidden defects within 8 days of their discovery and provide proof within 2 weeks from the date of notification. If the complaint period is not met, no warranty, error, or compensation claims (including a claim for damages for consequential damage) are available.
6.9. For entrepreneurs: If a timely notice of defects has been given and the non-conformity of the goods has been proven by you, we are entitled to remedy the non-conformity by replacement delivery (exchange) within a reasonable period and you can only demand exchange by us. Conversion is not an option if it is a minor defect within the meaning of the law. If the exchange is impossible or associated with disproportionate effort, you can only claim compensation in money if we ourselves are guilty of intent or grossly negligent. Compensation for consequential damage is also only permissible under this restriction. Other claims - in particular claims for damages – on your part due to defects are excluded.
6.10. For entrepreneurs: You are only entitled to return goods with our written permission; in all cases, these will be credited with a maximum of 90% of the effectively paid fee. You shall bear the transport costs incurred and the transport risk.
6.11. For entrepreneurs: In the event of defects, you are not entitled to withhold the purchase price in whole or in part.
6.12. For entrepreneurs: Recourse claims according to § 933b ABGB are excluded.
7. Damages
7.1. We are only liable for damages caused by intentional and grossly negligent conduct and, regardless of the degree of fault, for damages resulting from injury to life, body, or health. Compensation for consequential damages and compensation for damages to third parties are excluded.
7.2. We assume no liability for damages caused by improper handling and misuse of the goods.
7.3. For entrepreneurs: We are only obliged to compensate you for damages other than personal injury if intent or gross negligence can be proven to us from the circumstances of the individual case.
7.4. For entrepreneurs: Compensation for consequential damages, mere financial losses, loss of profit, loss of interest, indirect damages due to the delivery of non-conforming goods, damages from third-party claims against you, damages due to business interruption and production downtime is always excluded. The contract concluded between the parties does not contain any protective obligations in favor of third parties; this also applies if it is foreseeable that a third party is the recipient of the service or that a third party comes into contact with the goods. Insofar as we or our vicarious agents provide technical information or act in an advisory capacity and this information or advice does not belong to the contractually agreed scope of services owed by them, this is done free of charge and with the exclusion of any liability. The right to claim damages expires in any case with the processing or treatment of the delivery or its resale.
7.5. For entrepreneurs: The compensation for damages may not exceed the amount that we could have foreseen as a possible consequence of the breach of contract. Any liability or recourse claims, including any claims for consequential damages against us, are additionally limited to 50% of the agreed or paid remuneration within the framework of the respective order with us and expire within six months from the time the damage and the identity of the person liable for damages first became known.
7.6. For entrepreneurs: Should the limitations of our liability agreed herein be wholly or partially legally ineffective, our liability is in any case limited in content and scope to the maximum extent permissible.
8. Retention of title
8.1. All goods and deliveries remain our property until full payment of the agreed purchase price and any ancillary charges.
8.2. For entrepreneurs: Furthermore, we reserve ownership of our goods until all claims and incidental demands from the business relationship have been paid; this also applies if these specific goods have been paid for. Our ownership also remains if the delivery item is processed or otherwise transformed with other items belonging to you or a third party. Only in the event that a supplier has also effectively asserted an extended retention of title, the relevant delivery claims will be assigned to us to the extent of his share of ownership in the sold goods.
8.3. For entrepreneurs: In case of payment default or suspension of payments on your part, initiation of insolvency proceedings or other endangerment of satisfaction, you are obliged to label the reserved goods as our property for any third party by signage or in any other way. Irrespective of this, persons authorized by us are entitled at any time to make appropriate determinations at your premises to safeguard our rights and to be provided with all necessary documents. The reserved goods must then be handed over to us freight and expense free at our request, whereby we are authorized to take them back on the basis of your irrevocably granted consent, and in this case we are also entitled, but not obliged, to sell the goods by auction or privately at our discretion and to credit the proceeds against the net purchase price.
8.4. For entrepreneurs: You bear the risk for the goods delivered by us; you are obliged to store the goods carefully and to insure them adequately against loss, theft, fire, etc. You must assign to us the claim from the insurance contract, specifically a first-priority partial amount equal to the purchase price of the goods delivered by us under retention of title, and notify the insurer thereof; the same applies if the insurance does not cover the entire damage in full, so that in such a case we cannot be referred to a pro-rata compensation.
8.5. For entrepreneurs: Pledging or security transfer of the goods subject to retention of title by you to third parties is excluded. In the event of seizure or other claim by third parties, you are obliged to point out our right of ownership, assert our right of ownership and notify us immediately, at the latest within 24 hours; this assertion will in any case be at your expense.
9. Intellectual Property Rights
9.1. Our website and its entire content, in particular texts, photos, images, graphics, prints, textile designs, films, presentations, sounds, illustrations and any software as well as all trademarks and/or designs are protected against unauthorized use by industrial property rights, in particular copyrights, naming and image rights, trademarks and/or registered or unregistered design rights.
9.2. All news, graphics and the design of our website are for the personal information of our customers only. Use is at your own risk. Reproduction, copying and printing of the entire website are only permitted for the purpose of placing an order with us as the operator of the virtual shop. Any use beyond the selection and purchase of goods requires our prior written consent or, if the respective rights do not lie with us, from the rights holder. Any further processing, reproduction, distribution and/or public reproduction exceeds the usual use and constitutes a copyright infringement.
10. Data Protection
Information on data protection can be found in our separate data protection declaration, which is not part of the contract but fulfills the information obligations of the GDPR.
11. Applicable Law, Place of Performance, Jurisdiction
Austrian law applies to all legal transactions, excluding the UN Convention on Contracts for the International Sale of Goods. The place of performance is the company's registered office in 4680 Haag am Hausruck. The place of jurisdiction is – as far as legally permissible – Grieskirchen.