Riedel on Premise book 2017

General Terms and Conditions of Contract of Tiroler Glashütte GmbH 2017 (“TG”).
1. Scope of Application
All deliveries and services of TG are subject to the following General Terms and Conditions of
Contract (“T&Cs”), even if no special reference is made to them in specific cases. Any supplementary
or deviating agreements, such as in particular any contradictory general terms and conditions
of the Customer, require the express written and duly signed acknowledgement of TG in order
to be legally effective. For the avoidance of doubt, the acceptance of orders or performance of
deliveries by TG may not be regarded as the grant of any exclusivity whatsoever, unless otherwise
expressly agreed.
2. Orders
2.1. All orders by the Customer become legally effective upon written acceptance by TG (order
confirmation) or, in the absence of such order confirmation, by delivery to the Customer. Any
orders placed are binding. However, the Customer is entitled to modify its order up to the time of
receipt of an order confirmation, but no later than 5 days after placing the order, provided it has
not received the order confirmation by this time. However, the expiry of the above time limit does
not constitute acceptance of the order.
2.2. TG reserves the right to (i) reject orders at any time without giving any reasons, (ii) accept
orders only with respect to amounts that from experience correspond to usual quantities ordered
by companies of a comparable size and/or (iii) terminate any framework agreement possibly
existing at any time with immediate effect without giving any reasons.
2.3. Special Orders: Orders for any products not featured in the applicable price books (“Special
Orders”) require a 50% prepayment. Special Orders can be combined with any other orders
to meet order minimums. Quantities of Special Orders can be ordered in full master packs only.
2.4. Value Packs: Any preferential conditions on which Customers may purchase packs containing
free products (“Value Packs”) must to the extent legally permissible be passed on to the end-consumer
in at least the same amount. The Customer may not unpack Value Packs and may not sell any
merchandise included in Value Packs individually.
2.5. On-Premise glass collections may strictly be used by the hospitality industry only and are not
intended for resale, the retail trade and/or end-consumers.
3. Customer Obligations
3.1. Retail Customers may sell goods received from TG only to end-user consumers. Active sales
to any retailers (including but not limited to mass merchandisers, warehouse clubs, or discount stores),
wholesalers, dealers including but not limited to e-tailers, flash sites, or distributors, are strictly
prohibited to the extent that TG has reserved such customers for itself or has otherwise exclusively
allocated them. Passive sales are exempted from the above restriction. Provisions in the selective
distribution network remain unaffected by this clause 3.1.
3.2. The Customer acknowledges its obligation to maintain the extremely high standard of TG’s
products as some of the world’s finest glassware and the goodwill symbolized by the trademark
“<strong>Riedel</strong>” and to refrain from any conduct that could be viewed as having a negative impact on
the image of TG or its products.
3.3. The Customer will conduct its activities strictly in accordance with these T&Cs and all applicable
laws and regulations.
4. Prices
Unless otherwise agreed in writing, all prices are stated in Euros (net) per sales unit, ex Tiroler
Glashütte (INCOTERMS 2010). TG issues its invoices in Euros, with the prices applicable at the
time of delivery being legally effective.
5. Terms of Payment
5.1. The payment and delivery terms are set forth separately in the TG’s currently applicable
Price Books.
5.2. TG may ask for a payment confirmation to be issued by a bank accepted by TG. Payment
will be deemed effected as soon as TG is able to freely dispose of the same at the company‘s
registered office. If payments are effected in freely convertible currencies other than the invoicing
currency, the Customer will bear the exchange rate risk. Any bank charges are at the Customer‘s
expense. The Customer acknowledges its obligation to pay default interest of 11% p.a. as of the
due date. Any claims, counterclaims or claims for compensation of the Customer do not entitle the
Customer to any extension of the period stipulated for payment. TG reserves the right to change
the terms of payment and delivery or suspend fulfillment of any agreement with the Customer if this
appears necessary due to the Customer‘s financial situation or payment history.
5.3. The Customer may only deduct a cash discount if all outstanding invoices have been paid.
5.4. TG is not obliged to accept checks or bills of exchange; they will only be credited as payment
subject to them actually being honored to the value to which they are at disposal. All costs incurred
in connection with acceptance of bills of exchange or checks, in particular discounting charges
and interest, will be borne by the Customer.
5.5. If the payment date is exceeded by more than 60 days, all deliveries will be suspended until
the outstanding amount has been credited to TG’s account. Although TG may accept new orders,
these will not be processed and delivered.
5.6. In addition, in the event of default in payment all outstanding accounts receivable, also under
bills of exchange, will become due for payment immediately irrespective of their due date. TG will
furthermore be entitled to rescind all current contracts and/or request damages in lieu of performance,
stop deliveries, make them subject to the provision of security or to effect delivery only against
cash on delivery. The same applies if the Customer’s company is sold in whole or in part or if the
legal form of the Customer’s company is changed, if its financial situation materially changes or
deteriorates or if TG obtains knowledge of facts only after the order was accepted which, upon reasonable
consideration, make the granting of credit appear risky. In all of these cases TG may retain
title as described under clause 10 and may ascertain and collect the goods from its deliveries that
are still available from the Customer for this purpose, which will not lead to a rescission of contract.
6. Delivery
6.1. Unless otherwise agreed in writing, all deliveries will be effected ex works (“EXW”, IN-
COTERMS 2010) to the relevant warehouse as defined by TG. Deliveries will be made by TG
according to its operational capabilities. Planned delivery dates are not binding; delivery times
for Special Orders will be notified to the Customer on a case-by-case basis and are not binding.
Any claims for damages due to non-performance or delayed performance are excluded. Partial
deliveries are permitted and may be invoiced.
6.2. TG will perform the contract subject to unforeseeable events or events independent of the intention
of the parties, e.g. all events of force majeure, events of war, interventions and prohibitions
of official authorities, delays in transport and customs clearance, transport damage, lack of energy,
labor conflicts as well as delays in delivery on the part of suppliers for whatsoever reasons.
Delivery times will also be prolonged where any event mentioned above occurs at TG’s suppliers.
6.3. All retail goods are shipped in brown master packs (order units). The master pack is to protect
the retail goods only and is not designed to be used as a shippable outer carton. Any other use of
this master pack, in particular its use for shipping, is the sole responsibility and risk of the Customer.
6.4. Customized packaging is subject to a separate Packaging Agreement.
6.5. Regarding customized orders, TG reserves the right to supply the quantity deviations of +/-
5% of the quantity ordered, which is customary within the industry. The quantity actually delivered
is to be paid for in all cases.
6.6 If the goods are picked up by the Customer at a warehouse determined by TG, the Customer
must pick up the goods within 10 working days after having received the notice by TG that the
goods are ready for pick up. After this, TG is entitled to charge warehousing fees to the Customer.
7. Notice of Defects, Warranty, Liability
7.1. Any defects must be notified to TG in writing within 28 days of delivery of the goods, including
a detailed description of the defects; otherwise the goods will be deemed to have been
accepted. The Customer acknowledges that deviations may occur between products from the
same series for technical reasons and because of the used materials in the course of the production
of glass products, in particular with respect to size, weight, ovality, or the vertical axis
according to the relevant technical drawings, which cannot be influenced by TG. Such deviations
between products, in particular compared to earlier deliveries of the same product, therefore do
not constitute a defect.
7.2. In the event of justified complaints, TG will – at its sole discretion – either make a substitute
delivery or issue a credit note. If TG chooses to make a substitute delivery, the Customer is required
to return the defective goods. Any other warranty claims of the Customer are excluded.
7.3. TG is only liable for damage to the extent that the damage was caused by TG by gross negligence
or willful intent. Liability for slight negligence is excluded, except in the case of personal
injury. The burden of proof lies with the Customer in all cases.
7.4. <strong>Riedel</strong> glasses sold by TG are dishwasher-proof according to DIN EN 12857-1/2:2005. A
warranty for possible glass clouding is granted for 3 years as of the date of production (bottom
stamp). Mechanical damage to the surface is excluded from warranty.
7.5. Decorations of any kind that have not been made or commissioned by TG, such as engravings,
silk-screenings etc., are the sole responsibility and risk of the Customer. TG will not be
responsible and shall be excluded from any warranty whatsoever, especially but not limited to
that heavy metals or other dangerous materials are applied, or if the material used is not water-resistant
or dishwasher-proof. Customer shall indemnify and hold TG harmless from any and all
claims, suits, losses, damages, demands, injuries and expenses (including reasonable attorney`s
fees) arising out of or related to any claims made against TG based on any decorations (such as
engraving, silk-screening, etc.) made to the glassware products by customer.
8. Returns
All returns are subject to TG’s express prior written approval. Special Orders or goods that are
engraved, decorated or personalized in any other way may not be returned. Returned goods must
be part of the current collections of TG and in mint, resalable condition, packed in the original
boxes and in the original sealed master packs. Returns must be shipped within 30 days after having
received TG’s written prior approval and shall be delivered to TG warehouse Schneegattern,
Austria, freight (risk and costs) at the Customer‘s expense. For goods returned in accordance with
these provisions, the cost valid at the date of the purchase will be credited minus 15% restocking
and handling fee.
9. Industrial Property Rights
9.1. All the goods and/or designs, including especially but not limited to the manufacturing drawings,
supplied by TG are protected by industrial property rights, in particular by copyright and
design as well as trademark and patent rights, which are held exclusively by TG or by TG`s
relevant licensor.
9.2. Any tools, molds, and plans are the sole property of TG, even if the Customer bears the
costs of their acquisition in part or in full, and will not be handed over at the end of any kind of
cooperation.
9.3. The Customer is entitled to use the trademarks and/or logos affixed by TG to the goods or
their packaging in order to identify the unchanged and originally packaged goods. By doing so,
the Customer does not acquire any rights to the trademarks, logos or other proprietary material of
TG or its licensor. The Customer undertakes to refrain from any other use. Any use of trademarks,
names, logos, photos, videos, and company symbols of TG or of TG`s licensors or the trademark
“<strong>Riedel</strong>” in publications, electronic (internet) advertising, social media pages, or printed matter
is only permitted upon written authorization by TG. In addition, the Customer undertakes not to
use any signs that are likely to be confused with those of TG or of TG`s licensors or <strong>Riedel</strong> or
similar signs or to have them protected in whatever form. Documents such as catalogues, brochures,
illustrations, photos, videos, and the like as well as samples and designs remain at all times
the intellectual property of TG or TG`s licensor, protected by the relevant statutory provisions
regarding reproduction, imitation, competition, etc. The Customer undertakes not to make such
material and documents available to third parties, either in whole or in part, without the prior
written authorization of TG or to use them for any purpose apart from the purpose for which they
were handed over to it. If no order is placed, all material and documents must be returned to TG
at the Customer’s expense.
10. Retention of Title
10.1. TG retains title to the goods or samples delivered until full payment. However, the Customer
is entitled to resell the goods in ordinary business in the usual way customary in the trade. If goods
which have not been paid for yet are sold, the Customer will assign the claim arising against third
parties to TG. TG is entitled to disclose the assignment. The Customer agrees to immediately make
available to TG all information required in order to pursue all claims and agrees to comply with
all formalities that may be necessary for a valid assignment.
10.2. The Customer is not entitled to pledge or hand over goods of TG that have not been paid for
as security. The Customer is obliged to claim the title of TG to the goods in relation to third parties
and to notify TG immediately in writing if third parties assert claims with respect to the goods or
if execution is initiated.
11. Data Protection and Storage, Advertising
TG will store and process personal data obtained in course of the business relationship with the
Customer in compliance with the statutory provisions. Upon conclusion of the contract, the Customer
agrees (subject to revocation possible at any time) that its personal data may be used by
TG for the purpose of marketing its own goods and services. In addition, the Customer expressly
agrees to be contacted by TG for advertising purposes by telephone, e-mail, text message, or fax.
Such consent may be revoked at any time.
12. Severability
If any provision of this contract is ineffective, the validity of the remaining provisions shall not be
affected. The parties undertake to agree on a new effective provision which comes as close as
possible to the commercial purpose of the ineffective provision without delay.
13. Applicable Law, Place of jurisdiction
This contract is subject to Austrian law. Applicability of UN Sales Law (CISG – United Nations
Convention on Contracts of the International Sale of Goods) is excluded. The exclusive jurisdiction
of Kufstein District Court or Innsbruck High Court (depending on jurisdiction over the subject
matter) is agreed for any disputes arising out of the contract concluded with the Customer or the
General Terms and Conditions underlying the contract, including the pre- and post-contractual
phase and effects.
GENERAL TERMS AND CONDITIONS
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