We draw attention to the fact that this translation into English is provided for convenience purposes only and that the German wording is the only legally binding version.
GENERAL TERMS AND CONDITIONS
ART FOR ART THEATERSERVICE GMBH
GENERAL
The following conditions apply exclusively for the entire business operations between the ART FOR ART Theater Service GmbH (hereinafter called ART FOR ART) and the contractor. The conditions are the binding parameters for the entire present and future business operations with ART FOR ART even if no specific reference is made (as in verbal, telephoned, mailed or faxed orders. Contrary declarations by the contractor are only valid by written agreement. Changes and additional agreements (special conditions) need written confirmation. Verbal agreements and assurances from ART FOR ART employees are only valid by written agreement. The contractor shall accept these conditions – unless otherwise stated - through confirmation of the offer (cost estimate) by ART FOR ART.
Prices
Our cost estimates are non-binding. The final settlement shall be issued on the basis of the agreed-upon prices. The cost estimate is understood to be ex warehouse, exclusive of packaging, and any other extra costs as well as VAT. The rate of exchange shall be calculated in accordance with the invoice date.
Acceptance of offer
The contractor may employ a third party to handle the service provision. Our offers are non-binding. The contract is finalized after the contractor has confirmed the contract offer (cost estimate) from ART FOR ART in writing. Confirmed contracts can only be altered by mutual agreement from both parties; the contractor is bound by the conditions up to rejection or completion of the order. ART FOR ART reserves the right to terminate an order with immediate effect without setting a final deadline, in case a substantial depletion of assets occurs on the side of the contractor, and ART FOR ART receives knowledge of this in aftermath, and the contractor is unwilling to complete the matching payment or is not prepared to provide surety, or a legal procedure for declaring bankruptcy has been filed or a bankruptcy filing has been rejected due to failing coverage of the procedural costs. In the case of withdrawal from the contract, and irrespective of claims for compensation for damages, ART FOR ART has claim to payment for the partially completed service, as well as in regard to preparatory operations, even if the contract has only been partially completed because of these. Even if no delivery follows, ART FOR ART has claim to compensatory costs relevant to the preparation of the contract (in particular material costs and work already undertaken).
Packaging
To the best of our knowledge and experience, we ensure the best packaging and/or means of protection during transport. Should the contractor wish for special packaging, he shall so inform ART FOR ART in writing. Packaging materials cannot be returned, unless this has been specifically agreed upon.
Transport
ART FOR ART reserves the right to choose the method of transportation and the route. Should the contractor wish for a certain method of transportation, he should so state in the contract. Where possible, express wishes of the contractor shall be taken into consideration. ART FOR ART reserves the right to consign the transport to a hauler of its choice. The transportation costs shall be borne by the contractor.
Transport by haulier
If transport is carried out by a hauler, any damage and loss that may occur shall be borne by the contractor. The responsibility is taken over by the contractor the moment the hauler or transport carrier takes the goods into charge, respectively when the goods leave the warehouse. Should damages or loss occur during transport, claim for compensation would only be ensured if the hauler is immediately informed and brought in to assess the damage. No articles may be touched until damages have been confirmed. We will only provide insurance if the contractor directs us to do so and covers the costs.
Customs
All customs duties related to the purchasing of the materials, delivery of the completed goods to the contractor, or otherwise to the completion of the contract, shall be borne by the contractor and shall in all cases be passed on to him.
Information and measurements
ART FOR ART is not responsible for mistakes and damages, which occur through false, incomplete, inexact or late information. ART FOR ART is not liable for measurements of clothing, shoes or headpieces which it has not itself taken and verified.
Payment terms and conditions
Upon written acceptance of a contract by ART FOR ART, a deposit in the amount of 30% of the entire sum (cost estimate) is to be paid. The rest of the monies are to be paid upon delivery of the goods. Unless otherwise stated or agreed upon in writing, the complete bill must be settled latest by the tenth day following the invoice date. Relevant for the day of payment is the receipt of the money on the ART FOR ART's account. Payment may be effected in cash through the bank, check account or bank transfer. The Theaterservice GmbH will not accept drafts. Payments will at all times be used for settlement of the oldest debits plus the accumulated default interest. In case of delayed payment, interest shall be charged in the amount of Euro 12% per annum plus VAT. Furthermore, all dunning- and collection costs are to be refunded. In case of non-timely payment and/or incomplete payment of outstanding debts to ART FOR ART, the immediate due date for settlement of all open payments is deemed as agreed upon.
The contractor is not entitled to withhold payments because of warranty claims or other claims of whatever nature, nor with counter-claims. In case of doubt of the contractor's ability to pay, ART FOR ART reserves the right to complete the contract only if further securities are given by the contractor or by demanding advance payments.
Delivery dates
The delivery date agreed upon is not a fixed date. Our delivery conditions are subject to correct and timely self-supply, unless incorrect or late delivery is caused directly by ART FOR ART. In case of force majeure, even if this occurs during a current default, entitles us to delay delivery for a reasonable period of time. Should the completion date then become inacceptable for one or other of the parties, they may withdraw from the contract. Force majeure includes as cases through which delivery is either substantially impeded or impossible i.e. adverse currency, political, trade or sovereign measures, strikes, lock-outs, interruption of operations (i.e. fire, breakdown of machinery, lack of raw materials and energy) as well as traffic obstruction along the transportation route, whether these circumstances occur with us or with a supplier. ART FOR ART has the right to make partial delivery. ART FOR ART's delivery obligation may remain in abeyance as long as the contractor is in arrears with accounts payable.
Expenditure compensation
Travel expenses, hotel costs and per diem, as well as other expenses for ART FOR ART related to the production, installation and fitting of the goods in situ are to be borne by the contractor and shall be charged to him.
Acceptance of goods
Immediate acceptance by the contractor is obligatory upon deliverance of the contractual or appropriated goods. If the contractor does not comply with these conditions, delivery shall be considered as having taken place on that day, which was set in the contractual agreement. Thereby, any accidental destruction shall be the responsibility of the contractor.
Warranty
Any complaints pertaining to the delivered goods shall immediately be communicated in writing to ART FOR ART; otherwise it will be assumed that the goods have been taken over in whole and undamaged condition. Complaints and damages can only be considered valid if detailed in writing and will only be accepted if the contractor is able to prove that the damages to the goods were already existent upon delivery.
Notice of hidden defects shall be presented within three months of delivery. Exempted from warranty are defects which have occurred through overstrain or negligent and incorrect handling, usage of inappropriate materials, materials added by the contractor or a third party, or indications that damage has been caused by the contractor, or through assembling by a third party. ART FOR ART is not responsible for damages caused by handling of a third party or through chemical influences. Parts that are subjected to natural wear and tear are exempt from warranty. The warranty expires immediately if changes or repairs are carried out on the goods without the express agreement of ART FOR ART. The warranty period is not extended through warranty work and deliveries. For light fastness, variability and variance of colors, as well as for production and general trade variations in quality and weight, ART FOR ART only takes responsibility in so far as these defects are easily perceptible in the material on appropriate examination. In the case of justifiable notice of defects we will either amend the material or warrant a price reduction.
Compensation for damages
ART FOR ART is liable for reckless or willful actions.
Force majeure is not considered as warranting compensation for damages.
Return of consignment
Return of goods is only allowed upon approval with ART FOR ART. Acceptance shall be rejected if the goods are returned without approval by the Theaterservice GmbH.
Ownership protectionAll delivered goods shall remain to be the property of ART FOR ART until all contractual conditions have been met, even in the case of payment having been made for special conditions (goods subject to retention of title). If goods subject to retention of title are processed, linked to, or amalgamated with other goods by the contractor, ART FOR ART has the right to joint ownership of such new goods – proportional to invoiced value of the goods subject to retention of title and the invoiced value of the other goods used. If ART FOR ART's ownership ceases through links or amalgamation, the contractor shall hand over the legally entitled rights of ownership to ART FOR ART for the new conditions or the goods to the extent of the invoice value of the goods subject to retention of title and hold them gratuitously for ART FOR ART. The rights of co-ownership pertain to goods subject to retention of title. If a distress is levied upon the contractor’s goods through attachment, the contractor is obliged to bear the costs of the attachment and to adhere to the right of ownership by the ThSG. The contractor must immediately inform ART FOR ART on any other measures of attachment, otherwise he is liable to pay all indemnifications. The contractor does not have the right to pawn the not-fully-paid goods to a third party or to pass any security back up over to him. Up to the time of surrender of the goods, the ART FOR ART goods are to be kept separate from the other goods and be marked as the property of ART FOR ART.
Other
An invalid clause shall be replaced by a valid and permissive clause, which most closely resembles the aims and objectives of that no longer applicable. Any other clauses shall remain valid. The contractor is aware that his data will be processed electronically.
Place of fulfillment, place of jurisdiction and freedom of choice
The place of fulfillment for both contractual parties is Vienna. For possible disagreements arising through the contract, respectively the existence of the contract, the Handelsgericht Wien (Commercial Court) has the exclusive competence. Austrian law shall apply.
