Terms and Conditions of Sale
As of July 23, 2026
1) Scope
These Terms and Conditions of Sale apply exclusively to all, including future, business transactions between asma Gmbh (us) and natural and legal persons (hereinafter referred to as the Customer) for deliveries and services, even if no express reference was made to our Terms and Conditions of Sale in individual cases. The current version of our Terms and Conditions of Sale, available at https://asma.polyurethane.at/agb, shall apply in each case. Our Terms and Conditions of Sale shall be deemed accepted and agreed upon at the latest upon receipt of our delivery or service.
The Customer’s terms and conditions will not be recognized even if we do not expressly object to them after receipt. In case of doubt, our Terms and Conditions of Sale shall apply. The Customer’s terms and conditions require our express written consent to be valid. Acts of contract performance on our part shall not be deemed as consent to contractual terms that deviate from our Terms and Conditions of Sale.
2) Offer / Conclusion of Contract
Our offers are subject to change. Oral agreements, promises, assurances, guarantees by our employees, or agreements deviating from these Terms and Conditions of Sale in connection with the conclusion of the contract shall only become binding upon our express written order confirmation.
All information such as dimensions, illustrations, descriptions, assembly sketches, drawings, and other printed matter are only approximate and non-binding for us. In case of doubt, the INCOTERMS® in their currently valid version as well as the general standard for service contracts according to ÖNORM A 2060 shall be decisive for the interpretation of trade clauses and trade customs.
Cost estimates are prepared to the best of our professional knowledge. However, no guarantee can be given for their accuracy. In the event of a cost increase of more than 15% after the order has been placed, we will inform the Customer immediately. In the case of unavoidable cost overruns of up to 15%, these costs may be invoiced without separate notification. In the absence of an agreement to the contrary, order changes or additional orders may be invoiced at reasonable prices.
3) Prices
Prices are ex works or warehouse. The minimum invoice value is €50. If no justified objection is raised in writing against our invoice within 3 weeks, it shall be deemed approved in any case.
4) Additional Costs
Additional costs, in particular costs for packaging, loading, freight, insurance, customs, taxes, levies, fees, permits, certifications, etc., shall be borne by the Customer.
5) Payment
The purchase price is due immediately upon invoicing without any discount, and we must be able to dispose of the amount on the due date. Costs of the payment transaction shall be borne by the Customer.
Payment deadlines must also be met if the transport, assembly, commissioning, or acceptance of the delivery or service is delayed or rendered impossible for reasons for which we are not responsible.
In the event of default in payment, even if through no fault of the Customer, we are entitled to charge interest at a rate of 10 percentage points above the base interest rate. The assertion of further damages caused by delay remains reserved.
If the Customer defaults on payment within the framework of other existing contractual relationships with us, we are entitled to suspend the fulfillment of our obligations under this contract until fulfillment by the Customer.
If it becomes apparent to us that our claim for payment is jeopardized by the Customer’s lack of ability to perform, we may withhold our performance. We are then also entitled to declare all claims from the current business relationship with the Customer immediately due and payable.
For reminders, the Customer undertakes to pay flat-rate reminder fees in the amount of €25. If the payment deadline is exceeded, any discounts and other remunerations shall lapse. In the event of default in payment, the Customer undertakes to reimburse us for the costs necessary for collection (collection fees, legal fees, etc.).
6) Credit Check
The Customer declares to be creditworthy and solvent and agrees to the verification of their creditworthiness through inquiries with credit protection associations, credit institutions, and credit information files. The Customer declares their express consent that their data may be transmitted to officially authorized credit protection associations or credit institutions exclusively for the purpose of creditor protection.
7) Provision of Materials / Parts
If materials are provided by the Customer, they must be delivered at the Customer’s expense and risk with an appropriate quantity surcharge of at least 5% in a timely manner and in perfect condition. Except in cases of force majeure, the Customer shall also bear the resulting additional costs for production interruptions.
8) Delivery
Unless otherwise agreed in writing between the parties, the products shall be delivered “Free Carrier” (FCA) Incoterms ® 2020 at the asma location.
If asma Gmbh offers the organization of transport as an extended customer service when Incoterms® FCA is agreed, this shall be done exclusively at the expense and risk of the Customer. Asma Gmbh reserves the right to charge a processing fee for this service in addition to packaging.
The delivery date is set by us in the order confirmation. The delivery period begins after full clarification of the order, fulfillment of all customer duties and obligations, and dispatch of our order confirmation.
The delivery date shall be postponed to a reasonable extent in the event of force majeure, strikes, delays by our suppliers, failure of the Customer to provide the appropriate quantity surcharge, or other comparable events beyond our control. The delivery period shall be deemed to have been met upon notification of readiness for dispatch or when the delivery leaves our factory.
The Customer has the right to withdraw from the contract after setting a reasonable grace period of at least four weeks. This must be done by registered letter with a simultaneous threat of withdrawal.
Partial deliveries are permissible and may be invoiced separately. The Customer may not assert a right of retention against the claim for payment of a reasonable partial performance due to the part of the order not yet delivered. The Customer shall only be entitled to set-off to the extent that counterclaims are undisputed or have been legally established.
For initial production, samples will be provided before the start of series production. Unless we receive a statement to the contrary within 14 days after the sample has been sent, the sample shall be deemed approved and series production can begin.
9) Transfer of Risk
The risk passes to the Customer upon notification of readiness for collection or dispatch of the delivery from our factory.
10) Default of Acceptance
If the Customer is in default of acceptance (refusal of acceptance, default with advance performance, or other), we are entitled to either store the goods at our premises if we insist on contract performance, for which we will charge a storage fee of 1% of the delivery value per started calendar day, or to withdraw from the contract after setting a grace period of one week. In this case, we are entitled to demand the entire purchase price plus flat-rate liquidated damages in the amount of 10% of the order value plus VAT from the Customer without proof of actual damage. The assertion of higher damages is permissible.
11) Retention of Title
The goods delivered by us remain our property until full payment has been made. Resale is only permitted if we have been notified of this in good time, stating the name or company name and the exact (business) address of the buyer, and we agree to the sale. In the event of our consent, the purchase price claim is already now deemed assigned to us, and we are entitled at any time to notify the third-party debtor of this assignment. It is agreed by mutual consent that our reserved goods shall be considered independent components even after assembly.
In the event of default in payment, we are entitled—without previously withdrawing from the contract or setting a grace period—to demand the return of the reserved goods. The same applies if a petition for bankruptcy is filed against the Customer’s assets or the reserved goods are seized before full payment. The Customer must inform us of this immediately.
The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared. Return costs shall be borne by the Customer. We may realize the returned reserved goods by private sale and in the best possible way.
12) Tools / Molds / Other Devices
(in short: Molds / Devices)
Molds / devices manufactured to fulfill the Customer’s order remain our property, even if the production costs are invoiced separately, as they only represent a portion of the higher total production costs. We undertake to store molds / devices for three years. If no follow-up order is placed within three years of the last delivery, we may use the molds / devices elsewhere or destroy them, or continue to store them. In this case, we will charge the Customer storage costs after the three-year period has expired.
Deliveries based on existing molds / devices can only be made without charging maintenance or repair costs as long as the condition of the molds / devices allows for perfect work with them.
Repair costs resulting from natural wear and tear of the molds / devices will be rectified at the Customer’s expense. The Customer shall bear all costs for changes to molds / devices initiated by them. The same applies to molds / devices provided by the Customer.
It may be separately agreed that the Customer becomes the owner of the molds / devices. Ownership shall pass to the Customer after payment of the entire purchase
price for the service. The handover of the molds /
devices to the Customer shall be replaced by our duty of storage. The price for the manufacture of molds / devices also includes the costs for sampling.
13) Quality, Dimensions, and Weights
Quality and dimensions are determined according to the DIN / EN standards or material data sheets valid at the time the contract is concluded. References to standards, factory standards, material data sheets, or test certificates, as well as information on quality, dimensions, and usability, are not assurances or guarantees, nor are declarations of conformity, manufacturer’s declarations, and corresponding markings such as CE.
14) Property Rights
For delivery items that we manufacture according to customer documents, the Customer alone assumes the guarantee that the manufacture of these delivery items does not violate the property rights of third parties.
If any third-party property rights are nevertheless asserted, we are not obliged to check the accuracy of these claims, but are entitled, to the exclusion of all claims for damages by the Customer, to stop the manufacture of the delivery items and to claim reimbursement of the costs incurred by us. The Customer shall indemnify and hold us harmless in this regard. We are entitled to demand reasonable advances for any litigation costs.
Plans, sketches, molds, cost estimates, and other documents provided by us or created through our contribution remain our intellectual property. They can be reclaimed by us at any time, provided that no upright usage agreement prevents this, and in any case immediately and without request if the contract is not concluded. The use of these documents, in particular their disclosure, reproduction, publication, and provision, including copying even in part, requires our express consent.
The Customer further undertakes to maintain confidentiality towards third parties regarding the knowledge received from the business relationship.
15) Warranty
Defects in the delivery item must be reported to us in writing immediately, at the latest five days after handover, with the immediate cessation of any use or processing.
The Customer must always prove that the defect already existed at the time of handover. If a notice of defect is not raised in time, the goods shall be deemed approved. The assertion of warranty or damage claims, including consequential damages, as well as the right to contest for error due to defects, are excluded in this case. The warranty period for our deliveries is one year from delivery.
After acceptance of the goods by the Customer, the notification of defects that were detectable or could have been detected upon acceptance is excluded. Rectification of defects shall be carried out exclusively by improvement or addition of what is missing. Rectification of defects does not constitute an acknowledgment of the defect alleged by the Customer. The Customer must allow us at least two attempts to rectify the defect.
The defective delivery or samples thereof must be returned to us. If the Customer prevents an immediate determination of the defect by us, the Customer forfeits their rights.
The costs for the return transport of the defective item to us shall be borne entirely by the Customer. Expenses incurred because the delivery was brought to a location other than the Customer’s registered office shall be borne by the Customer.
Insofar as the Customer’s complaints turn out to be unjustified, the Customer is obliged to reimburse us for expenses incurred for the rectification of the complaint.
Liability is excluded for damages caused by operational wear and tear, excessive stress, unsuitable operating materials, or improper handling.
16) Liability
Due to breach of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., we are only liable in cases of intent or gross negligence, and limited to the contract-typical damage foreseeable at the time the contract was concluded, up to a maximum of the offer amount.
The Customer bears sole responsibility for the design and functionality of provided parts, even if they were advised by us during development. We assume no liability for results based on materials provided by the Customer.
Claims by the Customer for consequential damages, financial losses, loss of earnings, damages not occurred to the product itself, lost profits, losses, third-party damage claims, and other indirect and consequential damages are excluded in any case, except in cases of intent and gross negligence or personal injury. Our exclusion of liability also applies to our employees, representatives, and vicarious agents.
Our liability is excluded in the event of improper maintenance, unsuitable and improper use, improper storage, installation, commissioning, or use of our products by the Customer or a third party, or in the event of damage resulting from repairs or other work not expressly approved by us.
If and to the extent that the Customer can claim insurance benefits for damages for which we are liable through their own insurance or one concluded in their favor (e.g., liability insurance, comprehensive insurance, transport, fire, business interruption, and others), the Customer undertakes to claim the insurance benefit, and our liability is limited to the disadvantages incurred by the Customer through the use of this insurance (e.g., higher insurance premium).
Any recourse claims that customers or third parties direct against us under the title of product liability within the meaning of the PHG are excluded unless the person entitled to recourse proves that the defect was caused in our sphere and was at least grossly negligent. We are not liable under the PHG if the defect resulted precisely from compliance with a legal regulation, if the property of the product could not be recognized as a defect according to the state of science and technology, if we manufactured a defect-free raw material or a partial product and the defect was only caused by the design of the product or by instructions from the manufacturer different from us.
17) Severability Clause
Should individual parts of these contractual terms be invalid, the validity of the remaining parts shall not be affected thereby. Insofar as the invalid condition contains a valid part, this shall be maintained. The parties already now undertake to reach a replacement provision that comes closest to the economic result of the invalid condition.
18) Data Protection
We are entitled to process the data received from our Customer within the meaning of the Data Protection Act. As long as we do not receive any written information from you, we reserve the right to use images of your products for our purposes. We use photographs of our products for advertising purposes (brochures, advertisements, company presentations, homepage). If you do not agree with the use of your product photographs, please contact us. In all other respects, the data protection provisions of asma Gmbh apply, available at https://asma.polyurethane.at/datenschutz/.
19) KSchG
For customers who are consumers within the meaning of the Consumer Protection Act (KSchG), those contractual provisions used in these Terms and Conditions of Sale that are mentioned in § 6 KSchG are not binding, and provisions standardized here that contradict the KSchG do not apply to consumers.
20) Place of Performance / Place of Jurisdiction / Arbitration
Austrian law and Ö-Norm 2060 shall apply. The UN Convention on Contracts for the International Sale of Goods is excluded. The place of performance is Weitra.
The place of jurisdiction for the decision of all disputes arising from this contract is Vienna. However, we also have the right to sue at the general place of jurisdiction of the contractual partner.
For customers outside the European Union, Switzerland, and Liechtenstein, all disputes arising out of or in connection with this contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be Vienna, and the language of arbitration shall be German.