General Terms and Conditions (including ONLINE SHOP B2B)
1. General Provisions
For the purposes of these General Terms and Conditions (hereinafter abbreviated as “GTC”), “KWA” refers to KWB Ketten Austria GmbH, FN 312157 f, Schleppe-Platz 8, 9020 Klagenfurt, Austria, and the term “Customer” refers to any natural or legal person who enters into a business relationship with KWA.
Our product offering is directed exclusively at buyers who are at least 18 years of age and who are considered entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB). By submitting a binding purchase offer, the Customer declares that they are entering into this contract as an entrepreneur.
These General Terms and Conditions apply, to the exclusion of any terms and conditions of the Customer, to every contract concluded between KWA and the Customer regarding the delivery of products by KWA, as well as to any subsequent orders within an ongoing business relationship; any amendments to these General Terms and Conditions require the express written consent of KWA to be valid.
(2) The inclusion of a Customer’s general terms and conditions is hereby rejected.
(3) The contract language is exclusively English.
2. Conclusion of the Contract
A. The following applies to the conclusion of a purchase contract in KWA’s online store:
(1) The presentation of goods in KWA’s online store does not constitute a binding offer to conclude a sales contract. Rather, it is a non-binding invitation to order goods from the online store. By clicking the button [“Buy” / “Place a binding order”] the Customer submits a binding offer to purchase (§ 861 ABGB).
(2) Upon receipt of the purchase offer, the Customer receives an automatically generated email in which KWA confirms that it has received the order (confirmation of receipt). This confirmation of receipt does not yet constitute acceptance of the Customer’s purchase offer. Therefore, a contract is not yet formed by the confirmation of receipt. A sales contract for the goods is not concluded until KWA expressly declares its acceptance of the purchase offer in the form of an order confirmation or until KWA ships the goods to the Customer—without a prior express declaration of acceptance.
B. In all other cases of contract formation, the following applies:
(1) The presentation of goods on KWA’s website, in catalogs and/or price lists, or in any other manner does not constitute a binding offer to conclude a sales contract. Rather, it is a non-binding invitation to order goods. Offers made by KWA are subject to change and non-binding.
(2) An order placed by the CUSTOMER is not considered accepted until it has been confirmed by KWA in writing or by prompt delivery accompanied by an invoice. Silence on the part of KWA does not constitute consent. If KWA’s order confirmation contains changes to the order, these changes are deemed to have been approved by the CUSTOMER unless the CUSTOMER objects to them immediately.
3. Electronic Communication
KWA will communicate with the Customer via electronic messages (e.g., emails) or by posting notices on the KWA website. The Customer therefore consents to the sending of electronic communications for all contractual purposes. Furthermore, the Customer agrees that all consents, notifications, publications, and other communications that KWA sends to the Customer electronically do not require written form.
4. Customer Account
(1) The Customer is responsible for ensuring the confidentiality of their account and password, as well as for restricting access to their computer. Furthermore, the Customer agrees to be responsible for all activities conducted through their account or using their password. The Customer agrees to notify KWA immediately if there is reason to believe that a third party has gained knowledge of their password or that the password is being used without authorization.
(2) The Customer shall ensure that the information provided to KWA is accurate and complete, and the Customer shall promptly notify KWA of any changes to the information provided. Much of the information the Customer provides to KWA, as well as account settings, can be viewed and updated in the “My Account” section of the online store.
The Customer may not use the online store:
(i) in any manner that is likely to interrupt, damage, or otherwise impair the online store or access to it, or
(ii) for fraudulent purposes or in connection with a criminal offense or illegal activity.
KWA reserves the right to deny the Customer access to services in the online store, to close member accounts, or to remove or modify content if the Customer violates applicable laws, these Terms of Use or Contract Terms, or any other applicable agreements.
5. Prices and Delivery
(1) All online store and other prices are subject to change and are quoted net ex works [Incoterms 2020], excluding packaging, freight, shipping, and insurance costs. All prices are quoted in euros and are exclusive of applicable sales tax.
Prices are based on current cost factors and exchange rates. If these undergo a significant upward change prior to delivery, KWA reserves the right to make a corresponding adjustment.
(2) Information regarding dimensions, weights, and performance specifications, as well as illustrations and dimensional drawings, is approximate unless expressly designated as binding. KWA reserves all rights of ownership and copyright in all drawings, cost estimates, and other documents. These may only be made available to third parties with KWA’s express written consent.
(3) The minimum order value for orders placed in the KWA online store is €20 net, plus applicable VAT and costs for postage and packaging. Orders placed in the online store that fall below this minimum order value will not be processed.
(4) Delivery is generally made ex works by a freight forwarder, carrier, or parcel service commissioned by KWA, at the Customer’s expense and risk. Self-pickup is not possible.
Delivery is made only on a freight-collect basis from the Unna warehouse within Germany. In the case of other separate price agreements, the INCOTERMS underlying such agreements shall apply.
(5) Returns may only be made with prior approval from KWA.
The following applies to returns:
(a) Returns of non-defective goods require prior written approval from KWA. Returns are accepted only within 30 days of the shipping date.
(b) As a general rule, custom-made products, goods not in their original packaging, and products that are not (or no longer) listed in KWA’s current product catalog at the time of return are excluded from returns.
(c) KWA reserves the right to refuse acceptance of unauthorized or unannounced returns or to charge a service fee (20% of the net value of the goods).
(d) In the event of an approved return, the return slip must include the exact description of the goods as well as the date and number of the corresponding (purchase) invoice or delivery note.
(e) Returns approved in writing by KWA are subject to the detailed information provided on a case-by case basis and are to be shipped to Unna at the Customer’s expense.
(f) KWA will accept returns only upon issuance of a credit note for the value of the goods, less restocking fees. These are estimated at a flat rate of 15% of the net value of the goods.
6. Terms of Payment
A. The following applies to the conclusion of the purchase contract in KWA’s online store:
(1) KWA sends invoices to the Customer in electronic form. The provision and use of internet access and the online connection required to retrieve the invoice data are at the Customer’s expense and risk. By default, the Customer may pay the purchase price in the online store as specified by KWA, either by credit card or on account.
(2) The selection of available payment methods is at KWA’s discretion. In particular, KWA reserves the right to offer the Customer only selected payment methods, such as prepayment only to mitigate credit risk. KWA also reserves the right to set a maximum order limit for new Customers. This limit applies to the Customer’s entire account and also takes into account any outstanding amounts from previous orders.
B. In all other cases where a sales contract is concluded, the following applies:
(1) Unless otherwise agreed in writing, invoices from KWA are payable immediately upon receipt and without any deduction, excluding any right of retention or set-off against counterclaims, unless any asserted counterclaims have been acknowledged by KWA or have been established by a legally binding settlement or a final and binding judgment. The deduction of cash discounts from invoice amounts is not permitted as long as any due invoices issued prior to this invoice remain unpaid, even partially. Payments will be applied to the oldest outstanding claim.
(2) Bills of exchange and checks are not accepted.
(3) The agreed payment term begins on the invoice date. If the payment term is exceeded, late payment interest will be charged in accordance with KWA’s credit costs, but at a rate of at least 9% above the European Central Bank’s base rate, even if the delay in payment is not the Customer’s fault. The place of performance for payment is Unna.
In the event of default, the Customer agrees to reimburse KWA for any reminder and collection fees incurred by KWA that are necessary for appropriate legal action. If KWA handles the collection process itself, the Customer agrees to pay a fee of €30 per reminder. In addition, the Customer must compensate KWA for any further damages, in particular those resulting from higher interest charges incurred on any of KWA’s credit accounts due to non-payment.
7. Packaging
Packaging will be billed separately. Unless otherwise specified, all delivered packaging is exempt from the Dual System in accordance with the statutory participation obligation under the Packaging Ordinance (VerpackV).
8. Delivery Times
The delivery period begins at the earliest upon KWA’s transmission of the order confirmation or—if provided for in individual cases—after the Customer’s approval of the design.
The order confirmation is decisive for the delivery terms and the scope of services. Unless expressly agreed in writing, KWA is entitled to make the delivery in one or more partial deliveries and to deliver prior to any agreed delivery date. Notwithstanding the other provisions of these General Terms and Conditions, each delivery shall be deemed a separate contract. Any failure to perform with respect to one or more partial deliveries shall not affect the remainder of the contract.
Events of force majeure or other unforeseeable events—including, in particular, subsequent changes to an order at the Customer’s request—that prevent timely delivery, entitle KWA, to the exclusion of any claims by the Customer (in particular claims for damages), to extend the delivery period by the duration of the hindrance and a reasonable start-up period, or to withdraw from the contract in whole or in part.
In the event that KWA fails to meet a delivery date, the Customer must set a reasonable grace period of at least 4 (four) weeks in writing. If this grace period expires without action or if KWA declares that it is unable to deliver, the Customer is entitled to withdraw from the purchase with respect to the delayed delivery quantity. The withdrawal must be made in writing within 1 (one) week after the grace period has expired or after KWA has issued a statement to that effect.
Defects do not entitle the Customer to refuse acceptance, without prejudice to the Customer’s right to file a notice of defect.
9. Shipping and Transfer of Risk
Unless otherwise agreed in writing (in particular in the form of INCOTERMS) or expressly accepted in writing by KWA in the order confirmation, risk and loss or damage shall pass to the Customer as soon as KWA has handed over the goods to the first carrier, or any other person or entity designated to perform the transport, regardless of who bears the freight costs and who actually carries out the transport.
Transportation insurance is taken out only at the Customer’s request and expense. Any additional freight costs for express shipments shall be charged to the Customer.
If transport or delivery is delayed at the Customer’s request or for other reasons for which the Customer is responsible, risk and loss shall pass to the Customer upon readiness for delivery.
If the Customer is in default of acceptance, KWA is entitled either to store the goods on its premises— for which KWA will charge a storage fee of €5 per cubic meter per calendar day or part thereof—and at the same time insist on performance of the contract, or, after setting a reasonable grace period, to withdraw from the contract and dispose of the goods otherwise. In this case, a contractual penalty in the amount of 30% of the invoice amount shall be deemed agreed upon; this is without prejudice to the right to claim any additional damages that may be due.
10. Warranty
Unless expressly agreed otherwise, the Customer’s warranty claims are governed by the statutory provisions of sales law (Sections 922 et seq. of the Austrian Civil Code (ABGB)) with the following modifications:
• The Customer undertakes to inspect the goods immediately and with due care for deviations in quality and quantity and to notify KWA of any obvious defects within 7 days of receipt of the goods, specifying in detail the facts of the matter, the order and delivery dates, and the delivery note number. Timely dispatch is sufficient to meet the deadline. This also applies to latent defects discovered at a later date, effective from the time of discovery. Failure to comply with the obligation to inspect and give notice shall result in the forfeiture of all warranty rights.
• Minor deviations in quality, color, shape, or finish that are customary in the trade or technically unavoidable are not considered defects. This also applies to deliveries made based on a sample or prototype.
• In the event of defects, KWA shall, at its discretion, provide warranty coverage through repair or replacement (subsequent performance). In the event of repair, KWA is not required to bear the additional costs incurred by transporting the goods to a location other than the place of performance, provided that such transport does not correspond to the intended use of the goods.
• If the subsequent performance fails twice, the Customer may, at their discretion, demand a price reduction or withdraw from the contract.
• The warranty period is one year from the date of delivery of the goods.
• Verbal information regarding the characteristics of KWA’s products, technical advice, and other details concerning the suitability and use, weights, dimensions, shapes, performance, and appearance of KWA’s goods are non-binding and are provided without any liability or warranty. Such information becomes binding on KWA only if it is set forth in writing and confirmed in the order confirmation.
• Returns due to a defect reported by the Customer shall be made at the Customer’s expense using the return label attached to each shipment. If the complaint proves to be justified, KWA will reimburse the reasonable shipping costs. If the complaint proves to be unjustified, KWA reserves the right to charge the Customer a reasonable processing fee.
A prerequisite for KWA’s fulfillment of its warranty obligations is the Customer’s fulfillment of all contractual obligation’s incumbent upon them, in particular the agreed-upon terms of payment.
11. Liability
The Customer is entitled to claims for damages only in cases of at least gross negligence or willful misconduct on the part of KWA. The burden of proof for gross negligence rests with the Customer.
Any claims for damages are limited in amount to the purchase price or the partial purchase price of the delivery in question.
12. Product Liability
The Customer agrees to use the goods only in the manner specified in the operating instructions and usage guidelines—that is, in accordance with their intended purpose—and to ensure that these goods are provided for their intended use only to persons familiar with the product hazards and risks, or are placed on the market only by such persons.
The Customer is obligated, when presenting KWA’s products—particularly during sales presentations, technical application consultations, advertising, etc.—to observe the relevant safety regulations and operating instructions and to pass on all warnings contained therein to the end user. The Customer shall indemnify and hold KWA harmless for all costs and expenses arising from a breach of this obligation.
Specific product characteristics shall be deemed agreed upon only if they have been expressly warranted in writing.
Furthermore, when using goods supplied by KWA as raw materials or components in the Customer’s own products, the Customer is obligated to comply with its warning obligations under product liability law—including with respect to the goods supplied by KWA—when placing such products on the market.
The Customer is obligated to monitor the KWA products it has placed on the market—even after they have been placed on the market—for harmful properties and dangerous consequences of use, to follow scientific and technical developments regarding such products, and to notify KWA and its Customers immediately of any defects in the goods delivered by KWA that are identified as a result of these observations.
Claims for recourse by the Customer against KWA are excluded to the extent permitted by law and are limited to the scope of coverage provided by KWA’s insurer.
The Customer agrees that, in the event that it receives information from KWA or the manufacturer of a purchased product regarding a possible defect in the product and is requested to make the product available for inspection or repair, it shall immediately deliver said product—at KWA’s discretion—to KWA’s place of business, a branch office, a distribution partner, or another business partner of KWA. The Customer agrees to allow inspections and attempts to remedy defects in the goods and, at KWA’s discretion, to accept the replacement of the goods with an equivalent product or to consent to the rescission of the purchase contract, waiving any claims for damages.
The Customer is obligated to indemnify KWA against all liabilities, losses, damages, costs, and obligations incurred by KWA as a result of the Customer’s failure to comply with the above obligations.
13. Retention of Title
The delivered goods remain the property of KWA until the purchase price has been paid in full (including any default interest that may have accrued, as well as any reminder and collection fees and other costs). In the case of an open account, the retention of title serves as security for KWA’s claim for the outstanding balance.
The Customer is entitled to resell the goods to third parties in the ordinary course of business under the following conditions:
Regardless of the condition in which the Customer resells the goods, the Customer assigns to KWA, upon taking delivery of the goods from KWA, all claims arising from the resale against its Customers, together with all ancillary rights. KWA accepts this assignment.
At the same time as reselling the goods, the Customer must notify its buyers of this assignment and record the assignment in its business records. Upon request, the Customer must immediately notify KWA in writing of the party to whom the goods were sold or the claims to which the Customer is entitled as a result of the sale and must provide KWA with the documents necessary for KWA to assert its rights.
KWA is entitled to notify the Customer’s buyer of the assignment.
Notwithstanding the assignment made herein, the Customer is entitled to collect the receivables in trust on behalf of KWA. This authorization to collect expires automatically as soon as the Customer defaults on payment to KWA.
The Customer must immediately notify KWA in writing of any third-party enforcement measures against the goods subject to retention of title or the assigned claims, simultaneously providing the documents and information necessary to oppose such enforcement measures.
In the event of suspension of payments, the filing for or commencement of bankruptcy proceedings, or judicial or extrajudicial composition proceedings, the Customer is obligated to immediately return any remaining goods subject to retention of title to KWA at the Customer’s expense.
In the event of the Customer’s default in payment, KWA is entitled at any time to remove the goods subject to retention of title from the Customer’s custody on its own initiative. In this case, the Customer enjoys no protection of possession and hereby grants advance consent to the removal of the goods and waives in advance any form of factual or legal obstruction.
The Customer shall fully indemnify and hold KWA harmless from any damages arising from a breach of these obligations.
14. Data Protection
(1) KWA processes personal data of the Customer and/or the Customer’s employees to the extent necessary for the provision of services and/or the operation of this website. KWA notes that when orders are placed in our online store, certain data (IP address, time of order and access, etc.) is also collected and stored. This serves primarily to provide evidence of the conclusion of the contract and the provision of the service. In this context, IP addresses in particular are also temporarily stored. The storage period will generally not exceed 14 days. In the event of repeated misuse of our website from a single IP address, we reserve the right to permanently store the IP address in order to block it.
(2) Personal data is generally not disclosed to third parties unless this is necessary to provide services to the Customer. If the Customer uses, for example, PayPal or a credit card as a payment method, the data required for payment processing will be transferred to the respective payment service provider (e.g., PayPal or Stripe). KWA also uses third-party services for certain aspects of service provision, such as web hosting providers. KWA ensures that these service providers either do not have access to the Customer’s personal data or can only access it if the legal requirements are met.
(3) Insofar as KWA obtains consent to use the Customer’s data, KWA also notes here that this consent may, of course, be revoked at any time with future effect.
(4) When the Customer receives emails generated by KWA’s online store system (order confirmation, invoice, etc.), these are so-called transactional emails. To ensure and optimize the delivery of these emails, KWA uses an external service provider for email delivery. KWA selects this provider carefully— including with regard to data protection considerations. KWA reserves the right to use technical methods that can verify whether the recipient has accessed or opened the emails. The Customer can find the currently used service provider for sending transactional emails in the privacy policy.
(5) In all other respects, KWA’s privacy policy applies, which can be accessed at https://kwb-chains.com/privacy/.
15. Force Majeure
For the purposes of these General Terms and Conditions, “force majeure” refers to all circumstances beyond the control of the parties, including, in particular, late delivery by upstream suppliers, cases of force majeure in the strict sense (e.g., war, fire, floods, earthquakes), unforeseeable operational disruptions, shortages of energy, materials, and raw materials, government intervention, delays in transportation and customs clearance, and labor disputes.
16. Final Provisions
The invalidity of individual provisions of these General Terms and Conditions shall not affect the binding nature of the remaining provisions or of the legal transactions concluded on the basis of these General Terms and Conditions. The invalid provision shall be replaced by a valid provision whose content, in accordance with its economic purpose, most closely approximates the purpose pursued by the invalid clause.
All agreements between KWA and the Customer must be in writing. Oral or telephone side agreements are invalid. Accordingly, amendments and additions to these General Terms and Conditions of Delivery and Payment are only effective if they are agreed upon in writing. The requirement for the written form is also satisfied by fax or email.
17. Applicable Law, Place of Performance, and Jurisdiction
Austrian law shall apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded. The place of performance for both parties is Klagenfurt. The court having local and subject-matter jurisdiction in Klagenfurt is hereby agreed upon as the venue for all disputes arising directly or indirectly from the contract. However, KWA is also entitled to bring an action before another court having jurisdiction over the Customer.Effective as of March 2025
KWB Ketten Austria GmbH