These GTC shall apply to all offers and contracts made or concluded by Hödlmayr International AG, Hödlmayr Logistics GmbH, Hödlmayr High & Heavy GmbH, Hödlmayr Rail Logistics GmbH or Hödlmayr Urban Logistics (in short: “HDL”). Written or verbal orders or inquiries of a contractual partner (in short: “CP”) received by HDL are considered as non-binding offers, which are accepted only by a written order confirmation of HDL; inactivity or silence of HDL shall never be considered as consent or acceptance. The application of the CP’s GTC - even if reference is made to them - is expressly excluded.
The agreed price does not include - except if explicitly stated - VAT (that is to be paid on top) as well as unforeseen expenses, costs for insurance or packaging, which will be invoiced separately. The agreed prices are only valid for the respective contract and limited in time until the agreed time of performance. Offers and contracts are exclusively valid for the agreed services; deviations or additional services will be charged separately. HDL at its own discretion is entitled to adjust the contractually agreed prices if the cost factors underlying the services, such as (European) fuel prices, raw materials, energy or exchange rates change by at least 5% compared to the time the contract was concluded.
HDL reserves the right to make partial deliveries and to charge partial amounts. All invoices are to be paid by the CP immediately without deductions and free of charges. In case of delayed payments, default interest in the amount of 9.2 percentage points above the base interest rate that was announced by the Austrian Central Bank (Oesterreichische Nationalbank - OeNB) on the day after the due date will be charged. In case of delayed payments the CP also undertakes to reimburse HDL for reminder and debt collection expenses. In particular, HDL is entitled to demand an amount of EUR 15 per payment reminder from the CP.
The Convention on the Contract for the International Carriage of Goods by Road (CMR) respectively the Uniform Rules concerning the Contract for the International Carriage of Goods by Rail (CIM) shall apply in full to all transport contracts, including national contracts. In addition, the General Austrian Forwarders’ Terms and Conditions (allgemeinen österreichischen Spediteur-Bedingungen - AÖSp) shall apply to the extent that they do not contradict mandatory provisions of the CMR or the CIM. A separate transport insurance that will be charged separately to the CP must be requested by the CP in writing at least 3 days before the ordered services are provided. HDL’s obligations arising from the contractual relationship are at all times subject to the national and international laws, statutory provisions and/or other sovereign requirements (in particular taking into account European and American sanctions and/or embargo measures) that need to be observed and complied with. In the event of contradictions to the contractual agreements, these laws, statutory provisions or sovereign requirements shall take precedence in any case, also in cases of doubt.
a) Reservations made when taking over the cargo must contain detailed information about the alleged damages. In the event of failure to inspect the cargo together with HDL and to notify HDL in writing of any damage in due course, HDL or a third party commissioned by it must be given the opportunity to inspect the damage without delay and must be notified in writing of when and where such inspection is possible; if not done so it shall be assumed that the damage did not occur while HDL was handling the cargo.
b) For all damages resulting from the agreed use of open transportation (e.g. cargo not covered with tarpaulins), such as dents or scratches, paint chippings and paint damages, any liability of HDL is expressly excluded.
c) All non-standard special equipment parts, accessories, additional items in vehicles (e.g. spare tires), etc. must be addressed in writing by the CP when placing the order; otherwise it shall be assumed that these items were not existing at the time of acceptance of the cargo by HDL. In connection with transportation services HDL assumes no liability for damages caused by such items placed inside the transported vehicles. Furthermore, HDL assumes no liability for prohibited items, such as drugs or weapons, that are placed in the vehicles. The CP shall fully indemnify and hold HDL harmless against any damages in connection therewith.
d) It must be addressed in writing by the CP when placing the order if vehicles to be transported are not or not safely ready for operation / driving or if other special aspects are to be observed. In addition, the CP shall provide the goods to be transported in such a condition that they can be loaded without any problems by using their own driving power and that they can be transported safely. For old-timers and other special vehicles it must be addressed in writing by the CP when placing the order whether special handling is required. The CP itself shall assess the suitability of vehicles for open transport (e.g. cargo not covered with tarpaulins) (e.g. questions regarding the resistance to wind, weather, etc.) and, if necessary, the CP shall pack the goods to be transported adequately without impairing the loading and unloading capability onto and from the transport units of HDL. The CP shall be liable for damages caused by any unsuitability or defectiveness of the goods to be transported. If due to the local conditions an unhindered transportation is not possible, the CP shall remove the obstacles or bear the additional costs incurred by the change of the transportation route.
e) The CP shall make the vehicles available for collection by HDL free of dirt, ice and snow, since otherwise an inspection of the goods for damages or suitability for transport by HDL is not possible. HDL is not obliged to remove dirt, ice or snow from the vehicle when taking it over. Damages reported by the recipient upon delivery shall be deemed to have not occurred during HDL's custody if such damages were not visible at the time of collection for the mentioned reasons. In case of liquid leaks or loose parts on the transported vehicle the CP shall be liable for any consequential costs incurred.
f) Defects must be reported by the CP in writing immediately upon acceptance, otherwise claims are excluded. The recipient has to ensure that a person authorized to represent the recipient is present at the time of delivery and takes over the carriage, otherwise demurrage charges shall be due at the agreed transport price. In this case HDL is also entitled to unload and park the goods at the place of delivery. Notification of defects must be made by the recipient in writing immediately upon such delivery in absentia and in any case at the latest by 12 o’clock noon of the next working day; claims are limited to damages that occurred without doubt during the custody of HDL. Other damages are considered as not having occurred during this time of custody of HDL. The burden of proof is on the recipient. In any case, HDL must be informed in writing and given the opportunity to inspect the goods without delay.
g) For delays in collection, transport or delivery of the goods for which the CP or third parties attributable to the CP are responsible, HDL is entitled to compensation for the additional expenses incurred; in particular HDL is entitled to a demurrage charge in the amount of EUR 90 per hour respectively parts thereof, whereby 15 minutes per transported vehicle remain free of demurrage charges.
Delivered goods remain the property of HDL until full payment has been received. Before that the goods may not be pledged or assigned as security without the consent of HDL. The CP is only entitled to resell the delivered goods before full payment of the agreed price if the CP simultaneously releases the sold goods from the retention of title by payment of the delivery price portion corresponding to the quantity of goods sold. If the CP does not duly meet his contractual obligations, HDL shall be entitled at any time to reclaim its property at CP's expense and the CP shall be obliged to surrender the goods. In this case, the CP is obliged to compensate all damages and disadvantages of any kind caused by circumstances attributable to the CP’s sphere at the request of HDL.
The place of performance shall always be determined by the contractual agreement of the parties. The time of delivery begins with the legally valid conclusion of the contractual agreement and ends on the day on which the goods have been delivered respectively the services have been rendered or the goods have been held ready for collection or delivery respectively the services have been duly offered. No warranty or guarantee is given for a specific delivery time, but agreed delivery times are in principle only approximate estimates, unless fixed deadlines are expressly stated in the contract. HDL takes best effort to meet the agreed delivery dates as closely as possible. If the specified delivery date is exceeded by more than 30 days, the CP is entitled to withdraw from the contract by registered letter after setting a further - appropriate to the type and scope of the order - but at least 90-day grace period. HDL may withdraw from the contract if the delivery/service becomes impossible due to force majeure ("Force Majeur") or other unavoidable obstacles that are beyond HDL's control.
In both cases HDL remains entitled to claim the agreed price. The delivery/service is carried out for the account and risk of the CP; partial deliveries and services are permissible. The liability of HDL for loading, transport and delivery is - unless agreed otherwise - exclusively governed by the international transport laws as stated in section 4.). Transport insurances will be concluded at the express request of the CP only.
The CP is obliged to accept the agreed delivery of goods / services without delay. In case of default of the CP, HDL shall be entitled to its claim to consideration (payment). The goods / services shall be deemed to have been provided to the CP on the day on which acceptance should have taken place in accordance with the contract.
Warranty and guarantee claims are excluded in any case if the goods or the object of transport have been damaged or improperly handled by third parties or the CP. Upon acceptance, the CP shall inspect the delivered goods and services and immediately report any visible defects in writing. Guarantee and warranty commitments of the manufacturers or other third parties cannot be asserted against HDL. The special right of recourse pursuant to § 933b ABGB is excluded against HDL. For transport services, the limitations of liability of the CMR (CIM, etc) apply in accordance with section 4.). Furthermore, HDL shall not be liable for damages caused by slight negligence. Also, HDL shall not be liable for lost profits or consequential damages. In addition, no liability is assumed by HDL for damages and disadvantages due to delayed delivery of goods or performance of services. The CP has to request HDL to remedy the damage by setting a reasonable deadline, otherwise CP shall lose its claim for damages. Damage restoration and restoration attempts are to be carried out exclusively by HDL or its agents; a claim for replacement exists only in case a damage restoration is impossible. Claims for damages are limited to the amount of compensation of the business liability insurance/transport insurance.
The liability of HDL as well as its suppliers (subcontractors) according to the Austrian Product Liability Act (Produkthaftungsgesetz - PHG) or other product liability regulations is excluded with regard to those damages which are caused by the defective products and raw materials brought into circulation by HDL to objects that are used by an entrepreneur within its business. In case the CP hands on products or parts of products of HDL to third parties, the CP is obliged to transfer this exclusion of liability in its entirety to such third parties, also with this obligation to transfer this exclusion of liability to all further transferees. The CP waives in advance all rights of recourse to which it would be entitled against HDL or its suppliers/subcontractors pursuant to § 12 PHG. In case the CP hands on products or parts of products of HDL to third parties, the CP is obliged to transfer this waiver in its entirety to the transferees, also with this obligation to transfer this waiver to all further transferees. HDL does not guarantee that the products free of defects passed on by it to the CP are also free of defects in the sense of the PHG when becoming a part of the products manufactured by the CP or by its customers.
In the event of cancellation of an order placed by the CP after the start of the performance of the contract - which also includes preparatory work - 60% of the order amount shall be charged as a cancellation fee in any case; HDL shall have the right to assert any further claims deriving from such order cancellation.
a) The parties are obligated to keep confidential all information of which they become aware during the performance of the contract for transportation services and which is not publicly available. The information shall be used solely for the purpose of providing the services. The parties shall impose this confidentiality obligation on other persons whose services they use in the performance of their contractual obligations.
b) The CP fully commits itself to the observance of data protection; personal data of natural or legal persons in connection with HDL may only be used in accordance with the respective national or international legal requirements.
c) The CP furthermore commits itself to the observance and compliance with all legal standards and to take careful entrepreneurial actions. To this end, the CP undertakes to comply with the current compliance guidelines (in particular the Code of Conduct and Anti-Corruption Guidelines) of HDL and acknowledges that any violation of these guidelines also constitutes a violation of these GTC and thus a breach of contract. Administrative penalties and charges caused by violations of international laws are not assumed by HDL under any circumstances and the CP shall indemnify and hold HDL harmless against such penalties and charges. In connection with compliance issues HDL - after prior notice - shall at any time have the right to audit the CP and its businesses.
The place of jurisdiction for all disputes arising from this contract shall be 4311 Schwertberg, Austria. If individual parts of these GTC are or become invalid or void, this shall not affect the remainder of the provisions. The affected provisions shall be replaced by means of interpretation pursuant to § 864 Austrian Civil Code (Allgemeines Bürgerliches Gesetzbuch - ABGB) by such provisions that best fulfill the originally intended purpose. The mandatory provisions of consumer law shall not be affected by these GTC. The legal validity, interpretation and fulfillment of the GTC as well as all other legal relations between HDL and the CP shall be governed exclusively by Austrian law.