TERMS OF SERVICE

Preamble:

The following terms and conditions apply to business transactions between MUREXIN GmbH (hereinafter referred to as “MUREXIN”) and businesses as customers, and to all deliveries and services of whatever kind ordered by the customer from MUREXIN. In the event of material damage, the liability of MUREXIN shall be limited to the extent that its liability for damages caused by minor negligence is excluded. Any terms and conditions of the customer shall only apply if they are expressly recognized by MUREXIN in writing.

1. Offers:

The prices per billing unit shall be deemed agreed in accordance with the price list valid at the time the contract was concluded, unless otherwise agreed in writing in the contract. Rounding differences in prices cannot be excluded. Only our stated container prices shall apply. As regards price, delivery date and quantity, our offers are, unless explicitly otherwise agreed, non-binding and without value added tax, duty paid for domestic deliveries, and duty unpaid for deliveries abroad on the basis of the wage, custom, tax, duty and freight rates that are valid on the date of the offer. Any increases of the wage, customs, tax, duty and freight rates up until the date of delivery, are to be borne by the customer. Offers expressly designated as binding shall be excluded from this. The customer‘s terms and conditions of purchase shall only apply if they have been recognized by MUREXIN in writing. In the event of outstanding payments by the customer or repayment claims by MUREXIN of whatever type, MUREXIN will have no obligation to deliver until the outstanding payments are settled in full. 

2. Orders:

Deliveries shall be made exclusively on the basis of the customer‘s order. Ambiguities and illegibility are charged to the customer. 

3. Payment conditions:

The payment terms shall apply as listed on the invoice. Discounts cannot be deducted for cash-on-delivery invoices. If no payment method is stated on the invoice, a payment period of 30 days from the invoice date shall be deemed agreed. The payment shall deem to have been made on the day of crediting the account specified on the invoice and this day is decisive for the payment term. Unsuccessful remittances and associated damages will be borne by the customer. In the event of late payment, default interest of 12% per annum shall be agreed. In the event of late payment, MUREXIN is entitled to charge the expenses and costs related to the payment reminder and collection of the amounts due, including costs associated with consulting a lawyer and the collection expenses resulting from default in payment. In the event of payment arrears of more than 30 days, MUREXIN shall be entitled to revoke any discounts and payment terms granted for the past and future. Payment deferrals and instalment payment agreements must be agreed in writing, otherwise they shall not be effective. Any handing over of a cheque by the customer shall only take place on account of payment and shall not be deemed as payment until payment has been honoured. Unallocated payments will always be offset against the oldest debt. The customer is not entitled to offset counterclaims of any nature. 

4. Retention of title:

All goods remain the property of MUREXIN until the payment has been made in full. In the event of resale of the contractual goods, the customer shall be obliged to disclose the agreed title retention to their buyer, also stating the amount of the claim. If there is a resale of goods by the customer, they shall assign the purchase price claim to MUREXIN. The customer is obliged to disclose the name and address of the buyer, as well as the existence and extent of the claim resulting from the resale, in writing to MUREXIN within 3 working days. Extraordinary disposals such as pledges, transfer of goods by way of security and the like, are permitted, and the customer is obliged to completely indemnify and hold MUREXIN harmless in case of infringements. In the event that the goods delivered under retention of title are processed, MUREXIN shall acquire co-ownership of the new product in proportion to the invoice amount of the materials supplied by it. The customer is obliged to note our receivables by means of booking notes. In the event of default in payment, suspension of payment, insolvency, or the opening of insolvency proceedings, MUREXIN shall be entitled to demand the immediate surrender of the remaining goods subject to retention of title. The assertion of the retention of title by MUREXIN shall not be deemed a cancellation of the contract, but only as security for MUREXIN‘s rights.

5. Application consultation:

If consultation services are rendered by MUREXIN, this shall be done to the best of their knowledge and according to the state-of-the-art, however, only based on information from the customer regarding the purpose for which goods are required. MUREXIN will not be obliged to verify the information from the customer. All details and information provided by MUREXIN regarding the quality, suitability, fitness and use of the goods supplied shall not exempt the customer from their own duty of inspection. In particular, MUREXIN shall not be liable if the customer or persons attributable to the customer add substances that are neither listed in the product information nor in technical descriptions or on the MUREXIN homepage at www.murexin.com.

6. Delivery and transfer of risk

a) Standard deliveries (up to a total gross weight less than or equal to 2,500 kg) by MUREXIN within Austria shall be invoiced from a net order value greater than or equal to EUR 450  excluding VAT in accordance with Incoterms 2020 CPT to the destination named on the order confirmation and/or the delivery note up to the first curbside; the transport costs incurred up to the named destination shall be borne in full by MUREXIN. For a net order value of less than EUR 450, a flat rate for freight charges of EUR 40, excluding VAT will be charged. Deliveries that deviate from the standard deliveries are subject to a charge, and will extend the delivery time.

b) Deliveries to other countries on request.

c) Customer-specific delivery: In the case of self-collection or delivery by transport companies commissioned by the customer or in the case of modes of transport expressly requested by the customer, the customer shall be solely responsible and liable for operationally and transport-safe delivery, including loading and unloading. If MUREXIN is involved at the customer‘s request, this shall be done on behalf of and at the risk of the customer. The customer shall indemnify and hold MUREXIN harmless from all resulting claims asserted against MUREXIN due to damaging events arising therefrom. Risk and happenstance shall pass to the customer as soon as the goods have left the factory premises, the warehouse or the respective place of delivery (hereinafter referred to as „place of delivery“).

d) No liability is assumed for compliance with a specific delivery deadline; in particular, MUREXIN shall not be liable for delays in delivery as a result of traffic congestion (e.g. traffic jams), force majeure, strikes, insurrection, riots, war or other reasons beyond MUREXIN‘s control that disrupt the delivery or fulfilment of the contract. Claims for damages arising from late delivery, with the exception of acts of wilful intent, are excluded. Additional costs incurred in the course of scheduled delivery will be passed on to the invoice recipient without surcharge and separately charged. These additional tariffs are available upon request.

e) A so-called thermal hood will be used for each pallet to protect frost-sensitive products irrespective of the weather and transport time. This shall become the property of the invoice recipient and will be charged separately at EUR 25 excluding VAT .

7. Packaging:

Packaging that leaves the place of delivery without complaint or is accepted at the place of destination without complaint shall be deemed to be free of defects. The customer will waive claims arising from leakage loss, unless they themselves or a carrier or freight forwarder designated by them asserted the defects in writing at the latest when leaving the place of delivery. Reusable packaging (containers and pallets) remain the property of MUREXIN and must be delivered freight paid to MUREXIN within 2 months from the time of leaving the place of delivery in clean and undamaged condition, and of the same type and quality. Return is only considered completed if confirmed in writing by MUREXIN. If the reusable packaging is not returned in good time, MUREXIN shall be entitled to either demand the return or to claim damages amounting to the replacement costs. Up to this amount, MUREXIN is entitled to charge a usage fee up to 5% of the value of the reusable packaging per day up until the return. In all cases, the customer will bear the risk for loss and destruction (also for accident) regarding the transferred empty containers from the time of leaving the place of delivery. In any event, EUR 15.00 per pallet will be charged from the day the pallets leave the place of delivery and will be refunded upon arrival of the undamaged pallets at MUREXIN. For disposable packaging which is subject to the packaging ordinance, Altstoff Recycling Austria AG (ARA), of whom MUREXIN is a licensee (licence number 568). Therefore, MUREXIN is not obliged to take back packaging material which is not subject to the above-mentioned ordinance. As regards disposable packaging not subject to the packaging ordinance, the customer is obligated to dispose of it themselves and to indemnify and hold us harmless in this regard.

8. Warranty and damage compensation:

a) In accordance with Sections 377 and 378 of the Austrian Commercial Code (UGB), deliveries must be inspected with due care upon acceptance by the customer or persons acting on their behalf. Obvious defects shall be immediately notified in writing upon acceptance by the customer. Hidden defects will be disclosed to MUREXIN immediately after their discovery, otherwise liability is excluded. Subsequent complaints shall be disregarded. The goods shall not be used, processed or resold until final, mutually agreed clarification in writing or with legal effect, otherwise MUREXIN‘s liability shall be excluded. The customer is obliged to store the goods in such a way that damage to the goods and hazards to other persons or goods is excluded. The customer shall fully indemnify and hold MUREXIN harmless in the event of infringement.

b) The customer shall bear the burden of proof that a defect which has also become apparent within six months of handover was already present at the time of handover.

c) MUREXIN‘s goods must be processed in accordance with the processing guidelines or the state of the art, failing which any liability on whatever legal grounds shall be excluded. It is the customer‘s responsibility at all times to obtain the above-mentioned guidelines, standards and sets of rules and to become familiar with the state-of-the-art and/or to commission suitable experts.

d) Claims for damages, regardless of the legal grounds on which they are based, can only be asserted in the event of gross misconduct (intent, gross negligence). In any case, claims for damages merely encompass the damage repair, but not other claims such as due to consequential damages or loss of profit, provided that this does not violate against mandatory legal provisions.

e) All warranty claims expire within six months. Unless otherwise agreed in writing, claims for damages shall lapse within six months. 

f) In the event of unjustified notices of defects, the customer shall reimburse MUREXIN for all expenses and costs associated with the handling and inspection of such defects within 14 days of notification of the amount of the claim.

g) Any technical dimensions, weight or quality specifications and consumption data contained on the internet, in catalogues, technical data sheets, brochures or illustrations (which are essentially dependent on the respective condition and type of substrate as well as the working method), as well as samples or test specimens, are approximate values or average values of our respective production. All drawings, plans, quantity extracts, needs assessments provided to the customer by MUREXIN, are non-binding and shall not exempt the customer from the obligation to carry out their own tests. They are the property of MUREXIN and must not be provided to third parties, unless otherwise agreed in writing. As regards processing and treatment instructions or similar, liability shall only be assumed by MUREXIN – for whatever legal reason – if these instructions are binding, in writing, refer to a specific construction project known to us in all relevant details in relation to the performance specification. No liability shall be assumed for subsequent changes of the performance specification or other circumstances and situations, of which MUREXIN had no knowledge. In any case, the customer shall remain obliged to check the information provided by MUREXIN, taking into account the product descriptions and properties of the goods and the specific intended use and, in the event of doubt, to communicate this to MUREXIN in writing and, if necessary, to consult a specialist.

h) Any recourse of the customer against MUREXIN pursuant to Section 933b of the Austrian General Terms and Conditions Act (AGBG) is excluded.

9. Removal of the obligation to deliver and withdrawal:

Cases of force majeur or extraordinary obstacles, release MUREXIN from the obligation to deliver. In particular, all official or other reasons not attributable to MUREXIN that may have an influence on the fulfilment of the contract or on the pricing shall also be deemed to be extraordinary obstacles. This equally applies to all unforeseeable disruptions, obstructions to availability, strikes, revolts, riots, war, to breakdowns of all kinds, shortage of raw materials and official orders of any nature, partial or total failure of deliveries due to existing or envisaged sources of supply or other reasons, over which MUREXIN has no influence and which disrupt the delivery or fulfilment of the contract. Should the customer be in default regarding the legal acceptance (e.g. call orders) or payment, MUREXIN has the right, without prejudice to the right to fulfillment, to withdraw from the outstanding part without warning or grace period. Accrued storage costs and expenses for goods not retrieved shall be borne by the customer. These terms shall also apply to all subsequent deliveries from MUREXIN to the customer.

10. Return of delivered goods:

A return of delivered goods is generally not possible. In justified exceptional cases, MUREXIN reserves the right to charge a handling fee of 20% of the net value of the returned goods. No credit will be issued for soiled or damaged containers or goods spoiled due to improper storage. A disposal fee of EUR 1.50 per kg shall be charged in such instances. The transport risk and the transport costs for MUREXIN or for the disposal point, shall be borne by the customer.

11. IT security:

MUREXIN expressly points out that it has taken all organizational and technical measures to exclude or avoid cybercriminal attacks as far as possible. These measures correspond to the current state of the art and are updated on an ongoing basis. In the event of malfunctions or failure of the IT systems, MUREXIN excludes liability for any resulting negative consequences, in particular damages.

12. Applicable law:
The contract and the resulting legal relationship between MUREXIN and the customer are exclusively subject to Austrian law, excluding the reference standards of international private law and the UN Convention on Contracts for the International Sale of Goods. The competent court at the registered office in Wiener Neustadt shall be agreed upon as the place of jurisdiction for all disputes, of any nature whatsoever, directly or indirectly connected to the contractual relationship or its realization. The customer is fully aware of these terms and conditions prior to placing the order, and has accepted them in full by issuing the order.

Valid as of 1/1/2025