1.1. These General Purchasing Conditions (hereinafter “GPC”) are intended to regulate deliveries and services between the individual members of VOK as the client (hereinafter “CLIENT” or “CL”) and the respective supplier or service provider as the contractor (hereinafter “SUPPLIER” or “S”) in the “B2B” sector. These GPC are therefore part of the contracts for deliveries and services between the SUPPLIER and the CLIENT. Consumer protection regulations do not apply in the “B2B” sector.

1.2. The legal relationship between the SUPPLIER and the CLIENT is governed by these GPC and the respective agreements.

1.3. Unless expressly agreed otherwise, these GPC apply exclusively; conflicting or deviating conditions of the SUPPLIER are not applicable and are only valid if the CLIENT has expressly agreed to their application by written reference to the General Terms and Conditions or the deviating conditions of the SUPPLIER. The mere reference to a letter from the SUPPLIER containing such General Terms and Conditions or referring to them does not constitute the CLIENT’s consent to the validity of those General Terms and Conditions. The SUPPLIER thus agrees that in case of doubt, the conditions of the CLIENT will apply when using general contract forms.

1.4. These GPC also apply and the SUPPLIER’s General Terms and Conditions do not apply if the CLIENT accepts or pays for the SUPPLIER’s delivery unconditionally while being aware of conflicting or deviating conditions of the SUPPLIER.

1.5. These GPC are agreed upon at the beginning of the first business relationship. If the supply relationships are intended to last for a longer period (fixed-term or indefinite continuing obligations), these GPC also apply to all future business transactions with the respective SUPPLIER.

2.1. Offers, supply contracts (orders and acceptance), and other legal transactions between the CLIENT and SUPPLIER require written form. By submitting the offer, the SUPPLIER irrevocably declares that all information contained in his offer is correct and complete and that all prerequisites for fulfilling his delivery and/or service are met.

2.2. Legally binding orders or acceptances by the CLIENT are issued exclusively by the authorized persons of the CLIENT.

2.3. Oral side agreements have no legal effect and therefore do not exist. Should oral agreements be made before, during, or after the conclusion of the contract, especially subsequent changes and adaptations to these GPC (including a waiver of this written form requirement) as well as side agreements of any kind, they require written confirmation by the CLIENT to be effective. Therefore, the written form requirement applies to changes, additions, or deviations from the written form requirement.

2.4. Offers and cost estimates from the SUPPLIER are binding for 6 months from receipt by the CLIENT. They are, unless otherwise agreed, free of charge for the CLIENT, with any possible remuneration agreement also requiring written form.
Offers from the SUPPLIER that do not define an explicit acceptance period are binding for the SUPPLIER and can be accepted by the CLIENT for up to 6 months from receipt.

2.5. The SUPPLIER must confirm the CLIENT’s order in writing as soon as possible, but no later than 14 days after receipt. If this written confirmation is not received within the specified period, the CLIENT is entitled (but not obligated) to immediately revoke his order and may demand compliance with the contract. Any costs incurred by the SUPPLIER are borne by the SUPPLIER.

2.6. The CLIENT may request changes to the order in a manner reasonable for the SUPPLIER. The effects, particularly additional or reduced costs and differing delivery/service dates, are to be agreed upon mutually. Changes by the SUPPLIER require the prior written consent of the CLIENT to be effective.

2.7. Contracts between the CLIENT and the SUPPLIER are always concluded with the content of the written order/contract including annexes and the content of these GPC. In case of contradictions, the content of the written order/contract including annexes takes precedence, followed by these GPC.

3.1. The SUPPLIER is obliged to properly fulfill the agreed scope of delivery and service (including the complete documentation according to these GPC or the contractual agreements and applicable standards) at the agreed time, completely and at the agreed price at the agreed place.
If the delivery and/or service is to be provided by the SUPPLIER in stages, the partial deliveries and/or services must be fulfilled properly, at the agreed time, completely, and at the agreed partial price at the agreed place, according to the agreed scope of delivery and/or service (including the complete documentation according to these GPC or the contractual agreements).

3.2. The SUPPLIER must transport the delivered items to the rooms (storage places) designated by the CLIENT’s administration (construction management) and properly set them up or store them there. If the CLIENT must provide labor for unloading, he is entitled to charge the SUPPLIER for the associated costs.

3.3. When delivering technical equipment (such as extraction systems, air conditioning units, airless spray devices, high-pressure water jet devices, compressors (e.g., diesel or electric compressors), etc.) or innovative products, the operating personnel of the CLIENT must be trained free of charge by the appropriately qualified personnel of the SUPPLIER (the scheduling is done by the CLIENT or his authorized employee). When delivering devices, machines, components to be installed by third parties, the necessary installation plans (including all connections, possible foundation formation, etc.) must be attached to the offer, but no later than the order confirmation, in at least two copies and in German.

3.4. The SUPPLIER is obliged to carefully and conscientiously check the completeness, correctness, and suitability of the obligations and duties related to the fulfillment of the agreed (partial) scope of delivery and/or service, the bases of the order, and especially the underlying technical standards and/or specifications of the order and to inform the CLIENT immediately of any recognizable problems in this context.

3.5. In fulfilling the agreed (partial) scope of delivery and/or service, the SUPPLIER must comply with all applicable legal regulations and provisions, the state of the art, and the applicable technical standards and/or norms as minimum requirements at the place of fulfillment of the deliveries/services. Any further contractual agreements regarding technical specifications and standards remain unaffected.

3.6. For deliveries or services from abroad, labels, safety instructions, markings, etc., must be affixed in German. The operating or usage instructions and manuals must be written and provided in German.

4.1. The delivery or performance period starts running from the date of the separately issued order letter. If no delivery or performance period is agreed upon, delivery or performance must be carried out immediately.
The delivery and/or performance dates and/or periods specified in the order/offer/contract are always binding.
Deliveries are only accepted by the CLIENT after prior notification by the SUPPLIER and exclusively on working days, Mon – Thu from 08:00 – 16:00 and Fri from 08:00 – 13:00 at the agreed place (as per section 3.2). Deliveries outside these periods may lead to the consequences of default mentioned below.

4.2. If the (partial) delivery and/or performance date cannot be met by the SUPPLIER or if it is foreseeable that these (partial) dates will be exceeded, the SUPPLIER must immediately notify the CLIENT in writing of the relevant reasons and the expected duration of the delay as soon as it becomes apparent. In this case, the SUPPLIER must inform the CLIENT of the necessary, feasible, and appropriate measures to eliminate or shorten the foreseeable delay and implement these to the best of his knowledge and in agreement with the CLIENT.
The unconditional acceptance of the delayed delivery and/or performance does not constitute a waiver by the CLIENT of his rights and/or claims regarding the untimely delivery and/or performance.

4.3. Delay and failure to observe or implement the reasonable, necessary, and appropriate measures instructed by the CLIENT to shorten or prevent further delays constitute a significant breach of contract. In this case, the CLIENT must grant the SUPPLIER a reasonable grace period to remedy the existing breach of contract. If the SUPPLIER allows this reasonable grace period to lapse without taking action, the CLIENT is entitled to withdraw from the contract in whole or (if possible) in part or to take over the measures and/or work still required to fulfill the scope of delivery and performance at the SUPPLIER’s expense and risk.

4.4. If a delivery and/or performance date is agreed upon, a (partial) delivery or (partial) performance before the agreed (partial) delivery or (partial) performance date is only permitted with the CLIENT’s consent. In any case, the CLIENT must not suffer any disadvantage from this. In particular, the payment period (section 9.5) does not begin to run before the agreed (partial) delivery or (partial) performance date.

4.5. In the event of an over- or under-delivery and/or performance of ordered quantities or commissioned services, the CLIENT has the right to refuse the acceptance, transfer, or receipt of the delivery and/or performance at the SUPPLIER’s expense or to reschedule the invoice due date/recalculate the invoice accordingly.

4.6. If subsequent changes and/or additions to the delivery and/or performance item or the (partial) date are necessary and cannot be attributed to the CLIENT or were not explicitly commissioned by the CLIENT, they require the prior written consent or approval of the CLIENT. Unless otherwise agreed, the CLIENT must not incur any additional costs from the above cases.

4.7. Unless otherwise agreed, the fulfillment time is the time when all contractual and legal obligations and duties of the SUPPLIER regarding the underlying bases of the respective transaction (e.g., binding offer, technical standards and specifications, written agreements, etc.) as well as these GPC are considered fully (according to order, contract) fulfilled.

5.1. Deliveries must be packaged according to the respective product characteristics, the specific freight and delivery conditions to be borne by the SUPPLIER, and the individual requirements. The packaging must comply with the legal regulations in the EU and, in particular, the laws of the country of delivery and be executed in a manner that is as practical, environmentally friendly, and easily removable as possible. Packaging of dangerous items or materials as per section 6 must, in any case, comply with the requirements of Article 35 of Regulation (EC) No 1272/2008 (CLP Regulation). At the CLIENT’s request, packaging materials must be taken back/disposed of free of charge by the SUPPLIER after delivery.

5.2. As part of environmental protection, the SUPPLIER is obliged to carefully and at his own expense dispose of all waste and special waste generated during, by, or through the delivery of the products, in compliance with applicable laws and regulations and according to industry best practices.

5.3. The SUPPLIER must always dispose of or take back at his own risk and expense packaging materials, transport aids, and the like, as well as all delivery items or residues of such delivery items classified as “special waste” after proper use. If the SUPPLIER fails to comply with this obligation, the CLIENT is entitled to have the disposal carried out by third parties (authorized disposal companies) at the SUPPLIER’s risk and expense.

5.4. Unloading must be carried out immediately and in coordination with the CLIENT. Unless expressly agreed otherwise in writing, the SUPPLIER bears all costs and risks associated with transport (including transport insurance, export control permits, customs clearance, special and dangerous goods transports, special transport measures, etc.). Each delivery must be accompanied by appropriate, standard commercial delivery papers (such as delivery notes and commercial invoices as per section 10), including details of the delivery scope, the specific recipient at the CLIENT, and the order number. At the CLIENT’s request or if necessary, the SUPPLIER must provide details concerning export control permit regulations (e.g., ECCN/AL number, etc.). Further specific packaging/shipping/documentation and delivery conditions may arise from the respective order. The SUPPLIER must compensate for/cover all damages/extra costs resulting from non-compliance with the specified or otherwise agreed packaging/shipping/documentation and delivery conditions.

5.4. The SUPPLIER must properly insure deliveries or services against all kinds of damages at his own expense. The SUPPLIER must prove the conclusion of these insurances to the CLIENT and, at the CLIENT’s request, assign the claims from these insurances to the CLIENT in the event of insurance cases. If the SUPPLIER does not promptly prove the conclusion of such insurances, the CLIENT is entitled to conclude these insurances at the SUPPLIER’s expense after the unsuccessful expiry of a reasonable grace period.

6.1. For materials (substances, mixtures, liquids, preparations, products, etc.) such as vinyl ester, B component (hardener), and uncleaned empty containers, etc., which, due to their nature, properties, or condition, can pose physical hazards, risks to human health and life, the environment (especially animal and plant life and waters), and (foreign) property and which therefore require special handling in terms of packaging, transport, storage, handling, and waste disposal as per regulations, the SUPPLIER must provide the CLIENT with a fully completed safety data sheet according to § 25 Chemicals Act 1996 in conjunction with Regulation (EC) No 1272/2008 (CLP Regulation) and Regulation (EC) No 1907/2006 (REACH Regulation) and a relevant accident data sheet (transport) with the offer. In the event of changes to the materials or legal situation, the SUPPLIER must provide the CLIENT with updated data and information sheets.

6.2. For materials classified as non-hazardous under Regulation (EC) No 1272/2008 but as hazardous work substances according to § 40 ASchG (Occupational Safety and Health Act), the SUPPLIER must provide the CLIENT with a safety data sheet according to § 25 Chemicals Act 1996 and a relevant accident data sheet (transport) upon request.

6.3. If the CLIENT has already obtained an item/material from the SUPPLIER and/or the SUPPLIER continues to deliver this item/material to the CLIENT or delivers it again within 12 months of the last delivery, the SUPPLIER is obliged to inform the CLIENT immediately and without being prompted.

6.4. Under the Product Safety Act, the SUPPLIER must inform the CLIENT of all information relevant to assessing the hazard, safety, and health of users or third parties. This includes the item’s/material’s properties, including composition, packaging, assembly instructions, installation, maintenance, and shelf life, its interaction with other products when used together, its presentation, market appearance, labeling, warnings, operating and usage instructions, disposal information, and other product-related information.

6.5. The SUPPLIER is obliged to provide the CLIENT with all necessary information and registration confirmations required for registration under the REACH Regulation. This also applies to information and/or registration confirmations under the CLP Regulation. The SUPPLIER confirms that he complies with his obligations under the REACH Regulation and/or the CLP Regulation, particularly concerning section 6.1. The SUPPLIER must comply with the latest state of the art, applicable safety regulations, the regulations for the painting, corrosion protection, and coating industry, as well as general public law provisions and the agreed technical data and specifications for his delivery item (item/material) and/or service.

7.1. Unless expressly agreed otherwise, risk and hazard as well as ownership regarding deliveries/services (particularly concerning documentation including the transfer of corresponding usage rights according to section 3) pass to the CLIENT upon completion of the inspection/acceptance of the deliveries/services at the destination and their deemed proper by the authorized representative of the CLIENT, provided the SUPPLIER has also fulfilled all secondary obligations, such as providing the required test certificates, descriptions, operating instructions, etc. (according to sections 5 and 6). By handing over, the SUPPLIER declares and guarantees that he has full disposal rights and that the (partial) delivery/(partial) performance is not subject to any retention of title by the SUPPLIER himself and/or extended retention of title by a third party unless the SUPPLIER has named this third party at the latest when concluding the contract.
If partial payments are agreed upon, the above-mentioned applies accordingly to the individual partial deliveries and services.

7.2. If the CLIENT has already made an advance payment or has pre-financed it, the CLIENT acquires ownership of the goods in the amount paid.

7.3. To avoid seizure or impairment of this ownership/co-ownership shares and/or these expectant rights of the CLIENT by third parties or by official measures, the SUPPLIER is obliged to take all legally permissible measures to prevent this (e.g., labeling the CLIENT’s ownership by attaching signs, separate storage, etc.). If seizure or other impairment of the CLIENT’s rights occurs, the SUPPLIER is obliged to notify the CLIENT immediately in writing of these circumstances and to indemnify and hold harmless the CLIENT from all legal and procedural costs, both his own and those of others.

7.4. Additional security rights of the CLIENT remain unaffected.

7.5. Ownership, copyright, and all usage rights to the documents provided by the CLIENT to the SUPPLIER remain with the CLIENT.

8.1. The CLIENT must notify the SUPPLIER of any defects in the delivered item or service as soon as they are discovered under the conditions of a proper business process within 25 working days. In this respect, the SUPPLIER waives the objection of late notice of defects. However, if the SUPPLIER and the CLIENT have agreed on just-in-time or just-in-sequence delivery, the obligation to inspect and notify defects is limited to visible transport damage (“visible damage”) upon delivery.

8.2. Furthermore, the obligation to inspect and notify defects is waived, and the SUPPLIER expressly waives the objection of improper notification of defects according to § 377 UGB.
Payments by the CLIENT do not constitute an acknowledgment of the absence of defects.

9.1. If the prices are not specified when the CLIENT places the order, the SUPPLIER must enter them in the copy of the order to be returned (written confirmation according to section 2.5) and notify the CLIENT in writing of the prices. An order is only concluded when the CLIENT accepts these prices in writing.

9.2. The prices must be determined based on a comprehensible calculation, and the SUPPLIER must provide the CLIENT with the calculation documents upon request to verify the reasonableness of the offer.

9.3. All agreed prices (e.g., unit price, hourly rate, flat rate) are fixed prices exclusive of VAT under the VAT Act 1994 (UstG) as amended and are in euros (EUR) unless otherwise agreed.

9.4. Taxes, fees, charges, and all costs for packaging, shipping, transport (see section 5.4), customs clearance, documentation, usage rights, insurance, CE markings (if applicable), technical inspections, assembly, commissioning, and acceptance must be itemized separately by the SUPPLIER in his offer and borne by the SUPPLIER.

9.5. All payments are to be made within a payment period of 60 days after receipt of the invoice. For payments made within 30 days, the CLIENT is entitled to deduct a discount of 3%. These payment periods begin on the day the invoice is issued, provided the CLIENT receives an invoice designed per section 10. If the invoice arrives at the CLIENT after the risk and hazard transfer, the payment periods begin only upon receipt of the invoice. Non-compliant invoices do not start the payment periods.

9.6. The CLIENT is entitled to set-off and retention rights to the extent permitted by law.
The SUPPLIER’s right to set off counterclaims from the same transaction or other transactions is excluded unless these counterclaims have been legally established or expressly acknowledged by the CLIENT.

9.7. Payments by the CLIENT are made exclusively by bank transfer. Payment is deemed timely if the CLIENT initiates the payment by bank transfer or issues the order to do so on the last day of the payment period.

9.8. The SUPPLIER waives the right to challenge the contract for laesio enormis (unconscionability according to § 934 ABGB) and mistake, especially for calculation errors.

10.1. Invoices must be sent to the CLIENT in triplicate within 14 days of the transfer of risk and hazard (section 7), stating the CLIENT’s order number and the SUPPLIER’s bank details (IBAN and BIC).

10.2. The SUPPLIER’s invoices must meet all the requirements of § 11 UStG as amended and include a valid VAT identification number.

10.3. Electronic invoices require the prior consent of the CLIENT and must comply with the relevant legal regulations. The CLIENT reserves the right to reject non-compliant invoices or electronic invoices issued without the CLIENT’s consent.

The SUPPLIER is not entitled to transfer the order/contract in whole or in part to third parties without the written consent of the CLIENT.

12.1. In the event of delay (non-performance or defective performance) with deliveries and/or services or regarding the agreed delivery and performance periods and other agreed dates, the CLIENT – without prejudice to further rights and claims – is entitled to withdraw from the contract in whole or in part at his discretion, after setting a reasonable grace period of 14 days, claim damages for the resulting damages/extra costs, and to make necessary cover purchases/replacements at the SUPPLIER’s expense and risk or have them carried out by third parties. The SUPPLIER is obliged to provide any materials, information, documentation components, usage rights, etc., necessary for the implementation of the replacement/self-performance free of charge.

12.2. The CLIENT is also entitled to demand a flat rate of EUR 40.00 from the SUPPLIER for any dunning and collection costs, which the SUPPLIER must pay regardless of whether he is at fault for the delay in deliveries/services.

12.3. In the event of delay, the CLIENT is further entitled to demand a contractual penalty of up to 10% of the net total order amount or a contractual penalty of 1% for each working day of delay up to a maximum of 10% in addition to the delayed performance. The CLIENT reserves the right to claim damages exceeding the contractual penalty, even if he accepts delayed delivery or performance.

12.4. If the CLIENT is also delayed in delivery due to the SUPPLIER’s delay, the SUPPLIER must indemnify and hold the CLIENT harmless regarding his penalty obligation.

12.5. These rights are also available to the CLIENT if the SUPPLIER is not at fault (e.g., due to sub-suppliers). However, if the delay is due to force majeure, the CLIENT is exempt from the obligation to pay the contractual penalty and damages if he promptly notifies the CLIENT of these circumstances.

13.1. The SUPPLIER guarantees and assures that all (partial) deliveries and/or (partial) services have the usual properties and especially the contractual properties as specified by the SUPPLIER. Furthermore, the SUPPLIER guarantees careful and proper fulfillment of the order/contract, especially compliance with the specified standards, classifications, and other execution and legal regulations, as well as these GPC. The SUPPLIER also guarantees the appropriate execution according to the latest state of the art and the required quality, quantity, and suitability of deliveries and/or services concerning materials, construction, and execution. The SUPPLIER has an extended duty to check and notify per his position as a specialist contractor.

13.2. The SUPPLIER must comply with the general and specific standards in Austria, such as those for employee protection or the recognized rules of technology. Regulations for the transport of dangerous goods (see sections 5 and 6) and special waste as well as special storage and operating regulations must be observed. In this respect, the SUPPLIER is also obliged to exercise care and provide information to the CLIENT.

13.3. If the creation of test areas (guarantee fields, control areas) has been agreed upon, the following applies according to DIN EN ISO 12944-7:2017 Part 7, Section 8, and Part 8, as well as the related annexes:
The guarantee fields must be clearly labeled so that they are easily identifiable at any time. For the location and placement of the guarantee fields/control areas, the provisions of Part 7, Section 8, and Appendix B of Part 8 of DIN EN ISO 12944-7:2017 must be used. A written protocol (see form Table B.1 of DIN EN ISO 12944-7:2017 Part 8, Appendix B) is prepared for the application, which is jointly drafted and signed by the participating companies/parties or recognized by the SUPPLIER in case of non-attendance despite timely notification.
The condition of the guarantee field/control area represents the exclusive and final proof of the guaranteed properties of the material. If defects occur in the agreed guarantee period and the rest of the coating on the agreed guarantee fields/control areas, the SUPPLIER must cover the full cost of defect rectification, especially including the necessary material and labor costs. If defects occur on the total area within the warranty period without the guarantee fields showing defects, the SUPPLIER covers half the cost of defect rectification.

13.3. The SUPPLIER guarantees freedom from defects throughout the entire warranty period. If improvement is requested and carried out, the warranty period restarts for all repaired areas. If a grace period is necessary, a grace period of 14 days applies.

13.4. In addition, the statutory warranty provisions regarding material and legal defects apply unless otherwise specified in these GPC. The CLIENT has the right to choose the warranty remedies (repair, replacement, price reduction, or rescission – rescission only if no minor defect is present) regardless of any ranking.

13.5. The warranty period for movable items is 36 months from acceptance/takeover by the CLIENT’s customer, but no more than 60 months from handover/takeover of the movable item as per section 7.1 by the SUPPLIER or the CLIENT, unless otherwise explicitly agreed.

13.6. If the SUPPLIER does not promptly or within a reasonable period after being requested by the CLIENT, rectify defects or begins defect rectification without delay or fails on the first attempt, the CLIENT may rectify the defects himself or have them rectified by a third party at the SUPPLIER’s expense and risk, especially to avoid further costs, larger damages, or to avert imminent dangers.
In this context, the SUPPLIER must cover all costs related to defect rectification, particularly transport costs, removal and installation costs, travel costs, administrative costs, increased labor costs, and other costs related to defect rectification.

13.7. If the net order amount exceeds EUR 100,000.00 net plus VAT at the statutory rate, the CLIENT is entitled to withhold a retention amount of 5% of the net order amount until the warranty period expires (section 13.6) plus 30 days without interest to cover warranty and compensation claims.
Upon providing a bank guarantee from a bank authorized to conduct business in the country of the amount of the agreed retention amount with a validity period until the warranty period expires + 30 days, the SUPPLIER may release or redeem the retention amount. The bank (the credit institution) must undertake to transfer the amount specified in the guarantee upon first request within 5 working days from receipt of the CLIENT’s request, waiving any objection based on the underlying legal relationship.
13.8. The SUPPLIER must confirm the consumption per square meter for the specified coating structure and the specified layer thickness per square meter in the order or the order confirmation. If the consumption quantity or the layer thickness is demonstrably and significantly (at least 10 percent) exceeded/underperformed, the SUPPLIER must provide the missing quantity free of charge and immediately. He must also indemnify the CLIENT for any consequences of delay resulting from this.
13.9. Other (further) claims of the CLIENT due to a breach of contract or the violation of other duties remain unaffected.

14.1. The CLIENT is entitled to compensation and recourse claims without reduction. The SUPPLIER is liable for damages caused by him or persons attributable to him or products attributable to him under the statutory provisions of the law on damages, including the product liability provisions and the provisions of the Railway and Motor Vehicle Liability Act. Exclusions of liability or the obligation to pass on exclusions of liability to end customers must be expressly agreed upon and require the CLIENT’s written consent to be effective.

14.2. The SUPPLIER is liable to the CLIENT for himself and his suppliers (suppliers) regardless of their significant influence in providing the ordered delivery and/or service.

14.3. If the delivered goods/services or the used material have defects under national (or also international) product liability regulations, and the CLIENT is therefore claimed by third parties, the SUPPLIER must indemnify and hold harmless the CLIENT fully, including his own and third-party legal costs.

14.4. The SUPPLIER is obliged to provide the CLIENT with a complete but easily understandable operating manual, keep all necessary documents, observe the product accurately, promptly hand over the production documents to the CLIENT, and provide any possible assistance. Upon request, the SUPPLIER must name the producer or importer within 14 days.

14.5. The SUPPLIER is obliged to compensate the CLIENT for all expenses and costs, including the costs of any legal enforcement/legal action or improvement measures, if they arise within the scope of the provisions outlined in sections 14.1 to 14.4.

14.6. The SUPPLIER is obliged to take out, maintain, or have a product liability insurance policy with a reasonable coverage amount for personal injury/property damage for the delivery item to be delivered and provide proof of this to the CLIENT.

14.7. In addition, the statutory provisions apply.

15.1. All persons of the SUPPLIER (employees, agents, etc.) performing work (execution, preparation, etc.) on the CLIENT’s premises, on a CLIENT’s construction site, or on the premises of a third party designated by the CLIENT must comply with the respective operating regulations of the CLIENT or the named third party.

The CLIENT is entitled at any time to withdraw from an order/contract in whole or in part without the SUPPLIER being able to derive any claims of any kind against the CLIENT. The SUPPLIER, however, has a claim to the proportionate contract price, which consists of the already delivered deliveries/services and the proven direct costs of deliveries and services already in progress (possible cancellation costs from subcontracts). If the CLIENT pays these costs, the ownership of the corresponding parts of the already delivered deliveries/services transfers to the CLIENT.

17.1. If an event of force majeure occurs, and the contractual partners are prevented from fulfilling their obligations under the order/contract due to this event, the contractual partners are wholly or partially exempted from timely fulfillment of the order/contract.

17.2. An event of force majeure exclusively includes war, riots, natural disasters, pandemics (such as the COVID-19 pandemic, but only official measures), fire, union-approved strikes, or reactor accidents (nuclear power plants).

17.3. An event of force majeure cited by one of the contractual partners must be notified to the other contractual partner immediately, but no later than 7 calendar days after the event’s occurrence. The notifying contractual partner must briefly and comprehensively inform the notified contractual partner about the national and internal company measures and the estimated duration of the impediment.

17.4. Deadlines and dates that cannot be met or are delayed due to the force majeure event are extended by the duration of the impact of the force majeure event. In this case, another period can be set by mutual agreement.

17.5. If one of the contractual partners cannot fulfill his part of the contract due to the force majeure event for four weeks, the contractual partners must seek an amicable solution. However, if the impediment lasts longer than three months, each contractual partner has the right to withdraw from the contract in whole or in part.

18.1. The SUPPLIER assures that all deliveries and/or services are free from third-party intellectual property rights and undertakes to indemnify and hold harmless the CLIENT against any claims arising from the delivery and/or service due to infringement of intellectual property rights and cover all own and third-party expenses, particularly legal costs.

18.2. Furthermore, it is considered that the agreed price includes the acquisition of any statutory intellectual property rights, especially patents, as their acquisition is necessary for the CLIENT for the unrestricted use and resale of the delivery item.

18.3. The SUPPLIER must obtain any necessary licenses. Inventions made by the SUPPLIER while executing the order can be used by the CLIENT free of charge.
18.4. The SUPPLIER must indemnify and hold harmless the CLIENT against any third-party intellectual property rights infringement related to the ordered delivery or service.

19.1. The SUPPLIER undertakes to treat all confidential information known or related to the order/contract confidentially. Confidential information includes documents, data, machine and device numbers, identification features, personal data (including sensitive data), special work processes, business and trade secrets, knowledge (including economic, technological, sales, regulatory, scientific, patent-related, and other internal information in oral, visual, or written form. Furthermore, technical and non-technical information exchanged via data carriers, the internet, or otherwise provided, and resulting insights and results. Also, written documents, drawings, plans, specifications, calculations, analyses, business and trade secrets, methods, constructions, presentations, formulas, provided know-how, as well as materials and other items).

19.2. The SUPPLIER also undertakes not to disclose this information to third parties or ensure that this information does not come into the possession of third parties. This applies only if this information (i) is not generally accessible or becomes accessible during the business relationship; (ii) has not been communicated to the SUPPLIER by a third party entitled to do so, and (iii) was not already known to the SUPPLIER before receiving the information.

19.3. The SUPPLIER must impose a corresponding confidentiality obligation on all persons (employees, agents, subcontractors, etc., regardless of the legal design of the relationship) who become aware of information and documents concerning the CLIENT or the specific order/contract.

19.4. Given the loss of confidential information, especially sensitive data, and the average expected economic damage to the CLIENT due to a breach of the above-imposed obligations by the SUPPLIER, particularly due to the unauthorized disclosure of information, the following contractual penalty applies:
For each violation of the confidentiality obligation by the SUPPLIER, regardless of fault, a contractual penalty of EUR 5,000.00 is payable per breach. The right to claim compensation for damages exceeding the contractual penalty and the right of recourse remain unaffected.

19.5. The applicability of § 934 ABGB to the contractual penalty is mutually excluded. The SUPPLIER acknowledges this with approval.

19.6. Further claims of the CLIENT (e.g., under the Federal Act against Unfair Competition 1984 – UWG) remain unaffected by this penalty agreement and can be asserted at any time beyond the contractual penalty.

19.7. The obligation to maintain confidentiality and possible usage restrictions applies during the business relationship with the CLIENT and for three years after its termination.

20.1. The SUPPLIER undertakes to comply with the applicable and applicable legal regulations during the business relationship with the CLIENT.

20.2. The SUPPLIER undertakes in particular to (i) comply with environmental regulations and standards; (ii) not to violate any relevant anti-corruption regulations; (iii) not to violate any anti-money laundering provisions and requirements; (iv) not to offer, promise or grant any advantage to any employee or agent of the CLIENT for himself or a third party as compensation for favoring him or another in an unfair manner in the procurement of goods or services, if this could influence or affect the business relationship with the CLIENT; (v) not to demand or accept any advantage for himself or another or allow it to be promised.

20.3. The SUPPLIER undertakes not to create, support, tolerate, or allow working conditions during the delivery and/or service provision that do not meet at least the applicable legal regulations and industry standards.

20.4. Upon justified request from the CLIENT, the SUPPLIER must issue a written confirmation that he complies with these obligations and is unaware of any violations.

20.5. If the SUPPLIER repeatedly violates the above obligations despite being warned, the CLIENT has the right to withdraw from individual or all contracts or terminate them without notice. Existing contractual and/or legal termination rights remain unaffected and unlimited.
20.5. The SUPPLIER undertakes to indemnify and hold harmless the CLIENT and all its employees concerning all claims and/or demands, losses, damages, liabilities, costs, and expenses arising from a culpable breach of the above obligations.

21.1. The SUPPLIER expressly assures the CLIENT that he provides proper security for all information and data of the CLIENT and maintains it and has implemented appropriate technical, organizational, and protective measures.

21.2. To prevent data loss, unauthorized access, unauthorized use of data, unauthorized use of information, password theft, password loss, etc., the SUPPLIER will take economically reasonable and viable measures. The SUPPLIER must notify the CLIENT immediately in such incidents.

21.3. All information systems of the SUPPLIER must be free of any malware, spyware, backdoor programs, trojans, worms, computer programming routines, time bombs, file viruses, link viruses, macro viruses, script viruses, and the like or resulting mixed forms that can impair or eliminate the security, functionality, or confidentiality of the CLIENT’s systems, machines, information, or data. The SUPPLIER will take all reasonable measures to prevent such malware, malicious programs, fraudsters, data thieves, and other unauthorized persons from or attempting to access the CLIENT’s systems, data, information. The SUPPLIER undertakes to regularly test his systems and closely examine potential areas where security breaches can occur.

21.4. The SUPPLIER undertakes to notify the CLIENT immediately of a cyber security incident related to the CLIENT’s data, information, bank details, etc. This notification must be made by phone without exception and within 24 hours from the first knowledge of the incident by the SUPPLIER.

22.1. The SUPPLIER is obliged to apply the respective quality and environmental management principles when providing his deliveries and/or services. The SUPPLIER must comply with, adhere to, and apply the relevant standards EN ISO 9001 and EN ISO 14001 in their respective valid versions.

22.2. The SUPPLIER must ensure in a reasonable manner that these obligations are also observed and adhered to by his agents, (if approved and confirmed in writing by the CLIENT) his suppliers, or the like.

The use or provision of offers, order orders, order confirmations, photographic material of the CLIENT, correspondence between the CLIENT and the SUPPLIER, the mere fact of the business relationship between the CLIENT and the SUPPLIER, or similar for advertising purposes is only permitted to the SUPPLIER with the express written consent of the CLIENT.

24.1. The SUPPLIER acknowledges that the CLIENT processes information and data, including personal data, necessary for initiating and executing contractual relationships and maintaining business relationships and, if required to achieve these purposes, also transmits them to third-party companies involved in the contractual relationships. Detailed data protection information is available on the CLIENT’s website at: https://www.vok.at/wer-ist-vok/datenschutz/.

24.2. The SUPPLIER acknowledges and expressly agrees that the transmitted personal data of him or the persons represented by him are processed. This consent can be revoked at any time with the data controller (VOK Verband Österreichischer Korrosionsschutzunternehmen, Schaumburgerstraße 20/6, 1040 Wien, Austria, office@vok.at, +43 (0) 1 / 5056 960).

25.1. The place of performance is, unless otherwise expressly agreed in writing, the CLIENT’s registered office.

25.2. In all legal disputes arising from the (main) contract (judicial or arbitral in nature), Austrian substantive law applies exclusively, expressly excluding the provisions of international private law (conflict-of-law rules – IPRG, EVÜ, Rome I and Rome II Regulations, etc.) and the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods – CISG as amended).

25.3. The competent court for all disputes related to the contract is the court at the CLIENT’s registered office. However, the CLIENT is entitled, at his discretion, to bring actions arising from the contract before the court having jurisdiction under the laws of the state in which the SUPPLIER has his business or residential seat. This applies only to contracts of the CLIENT with SUPPLIERS having their seat within the European Union, Switzerland, Iceland, or Norway.

25.4. For contracts of the CLIENT with SUPPLIERS having their seat outside the European Union, Switzerland, Iceland, or Norway, the following applies:
All disputes arising from or relating to the (main) contract, including its validity, breach, dissolution, or nullity, are finally settled according to the arbitration and conciliation rules of the International Arbitral Tribunal of the Austrian Federal Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed per these rules.

25.4.1 The place of arbitration is Vienna, Austria.

25.4.2 As mentioned in section 25.2, only Austrian substantive law applies, expressly excluding the provisions of international private law (conflict-of-law rules – IPRG, EVÜ, Rome I and Rome II Regulations, etc.) and the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods – CISG as amended).

25.4.3 The language of the arbitration is German.

25.4.4 The arbitrators must be admitted as lawyers, judges, or university professors of law in their country of origin or (if they were previously admitted) be retired.

26.1. If any provision of these GPC is wholly or partially invalid or unenforceable or becomes invalid or unenforceable due to a change in the legal situation, state of the art, or national or global economic situation, the validity of the remaining provisions of these GPC is not affected. The invalid or unenforceable provision must be replaced by an appropriate valid provision that comes closest to the economic purpose of these GPC.

26.2. All papers intended for the CLIENT, such as invoices, credits, bills of lading, consignment notes, shipping and delivery notes, sections of accompanying addresses, etc., must always clearly state the CLIENT’s order number. In correspondence, the order number and the file reference of the process correspondence must be repeated in addition to the order number.

26.3. The SUPPLIER must use the German language throughout all correspondence, especially when describing the product.

26.4. The GPC are currently available in German and English. In case of differences between the versions, particularly linguistic differences, the German version takes precedence over the English version. The English version is for translation purposes only.

VERBAND ÖSTERREICHISCHER KORROSIONSSCHUTZUNTERNEHMEN

BUNDESINNUNG DER MALER, LACKIERER UND SCHILDHERSTELLER

WIRTSCHAFTSKAMMER ÖSTERREICH

SCHAUMBURGERGASSE 20/6 A-1040 WIEN

TELEFON: +43 (0) / 7243 57 510 – 511, TELEFAX: +43 (0) / 7243 57 510 – 10

E-MAIL: OFFICE@VOK.AT