- Scope, Validity of the Customer’s Terms and Conditions
a) These Terms and Conditions of Purchase apply to all contracts concluded by Getzner Circular Technologies GmbH and TecInn GmbH (hereinafter referred to as “Getzner” and “TecInn”), in particular purchase and work contracts, regardless of how they may be designated in individual cases. They also apply to amendments, restrictions, or supplements to these contracts, as well as to all additional orders. The conditions also apply to all future business transactions.
b) The contractual partner’s terms and conditions are not accepted and do not apply. No objection by Getzner is required. - Order
a) Orders are binding for Getzner and TecInn only if placed in writing (letter or email). This also applies to subsequent amendments and supplements as well as to all additional orders.
b) Any documents provided with Getzner’s inquiries or orders, such as plans, drafts, data, samples, molds, models, materials, or prototypes, remain the property of Getzner and TecInn and may only be used for Getzner’s purposes and not be made accessible to third parties. They must be returned to Getzner without being requested to do so, at the latest with the invoice, or at any time upon request, at the contractual partner’s expense. Until they are returned, the contractual partner bears the risk of accidental loss or accidental damage to these items.
c) Getzner does not provide compensation for the preparation of offers and offer documents (plans, technical specifications, etc.).
d) Until acceptance of the order, Getzner is entitled to withdraw it at any time, even without stating reasons.
e) By accepting the order, the contractual partner declares that they possess all information, data, descriptions, plans, technical specifications, etc., required for the execution of the order, as well as sufficient knowledge of local conditions and all required qualifications and official permits. If the contractual partner recognizes that the description provided by Getzner is obviously incorrect, unclear, incomplete, or clearly deviates from the sample, they must notify Getzner immediately in writing.
f) Upon acceptance of the order, the contractual partner’s ability to deliver and reliability are presumed. Getzner reserves the right to withdraw from the contract if, after conclusion, circumstances become known which raise serious doubts about the contractual partner’s ability to deliver or diminish their reliability. - Changes to (Raw) Materials, etc.
The contractual partner must notify Getzner in advance, in writing, and without being asked, about changes to (raw) materials, manufacturing processes, formulations, suppliers, and supplier components. Such changes may only be implemented with Getzner’s written approval. If (raw) materials or formulations are changed, the contractual partner must provide new declarations, certificates, or confirmations regarding ingredients without being requested. - Delivery
a) Deliveries must be made “DPU Getzner plant in Bürs” in accordance with Incoterms 2020 (unless explicitly agreed otherwise). The contractual partner must provide proper packaging. Packaging costs and any transport insurance costs must be borne by the contractual partner.
b) The contractual partner must perform the delivery/service themselves. Subcontracting requires prior written consent from Getzner.
c) Retention of title is excluded with respect to Getzner. - Delivery/Performance Date / Delay
a) Deliveries/services are due on the agreed dates. The delivery or performance dates stated in the order are binding.
b) Getzner may refuse acceptance of early or late deliveries/services and return the goods at the contractual partner’s expense and risk. Getzner may also store early-delivered goods at the contractual partner’s expense and risk.
c) The contractual partner must immediately notify Getzner in writing if circumstances arise or become apparent which indicate that the agreed date cannot be met. A new delivery date must be communicated immediately. Getzner may either accept the new date or withdraw from the contract, without prejudice to any other rights or claims.
d) Compliance with the delivery/performance date or deadline is determined by the arrival of the goods with all transport, customs, and accompanying documents at the agreed delivery location, or by provision of the service at the agreed location, unless agreed otherwise in writing.
e) Getzner may refuse acceptance of partial, under-, or over-deliveries/services.
f) If the contractual partner is in delay, in whole or in part, Getzner may insist on performance or withdraw from the contract without granting a grace period. For divisible services, Getzner may declare withdrawal regarding the entire contractual service.
g) In the event of delay, Getzner may demand an immediately due, fault-independent contractual penalty of 1% of the order amount for each commenced week of delay, up to a maximum of 10%. The right to claim damages beyond this remains unaffected. h) Without prejudice to further claims, the payment term is extended by one week for each commenced week of delay. - Acceptance, Place of Performance
a) The place of performance for the delivery or service is the agreed location, or, in case of doubt, Getzner’s registered office in Bürs. The place of performance for payment is Bürs.
b) Delivery/service is only deemed fully provided once all agreed or customarily required documents (invoices, freight documents, certificates of origin, warranty letters, technical documentation, manuals, declarations, etc.) have been submitted to Getzner. Submission of these documents is a prerequisite for payment.
c) The contractual partner indemnifies and holds Getzner harmless against all claims by third parties, especially Getzner’s customers or authorities, arising because the contractual partner did not provide the required documents, or did so incompletely or late.
d) The contractual partner must promptly provide at their own expense all information that Getzner or a customer of Getzner may require to demonstrate compliance with legal or other regulations, in particular those of Regulation EC-1907/2006. This includes test certificates, calculations, analyses, and resulting values.
e) Machines and systems are accepted only upon commissioning. A test run does not constitute acceptance. A protocol is prepared during acceptance documenting either the absence of defects or listing any defects. It must be signed by both parties. However, this protocol does not exclude claims for defects not listed therein. The contractual partner must remedy all defects, even if not recorded. - Supplementary Provisions for the Purchase of Recyclables
The contractual partner confirms and guarantees that all goods, materials, waste, waste categories, and other substances sold or delivered to Getzner are either legally acquired, lawfully owned, or under their exclusive control. The contractual partner undertakes to fully and correctly declare these goods upon delivery. Any change in composition must be reported to Getzner immediately. - Warranty
a) The contractual partner warrants that the delivery/service complies with the agreement and the usual characteristics, all relevant regulations (e.g., EC Regulation 1907/2006), the state of the art, as well as national and international standards and official requirements. Machines and systems must comply with the specifications and product-specific safety and functional standards.
b) In case of defective delivery/service, the contractual partner must first be given the opportunity for repair or replacement unless unreasonable for Getzner. If the contractual partner cannot perform this or does not do so immediately within the deadline set by Getzner, Getzner may withdraw from the contract and return the goods at the contractual partner’s expense and risk, or claim a reasonable reduction in price. In urgent cases, Getzner may remedy defects themselves or have them remedied by third parties without prior notice. The costs are borne by the contractual partner. Further claims remain unaffected. c) In urgent cases, Getzner may remedy defects themselves or via third parties. The associated costs are borne by the contractual partner.
d) For hidden defects, the warranty period begins only upon discovery.
e) The contractual partner must inspect the quality and quantity of their delivery/service themselves. Getzner’s duty to inspect and notify defects is expressly waived.
f) Exclusions or limitations of liability by the contractual partner, particularly regarding warranty or damages, are not accepted. - Force Majeure and Frustration of Contract
a) Extraordinary events that occur externally, are extremely rare, and impair the contractual partner’s performance only exempt them from performance if (i) the event is beyond their control; (ii) it was unforeseeable at the time of accepting the (partial) order despite all due care; (iii) neither the event nor its consequences can be prevented or overcome; and (iv) the contractual partner proves all of the above.
b) The contractual partner must notify Getzner immediately of such an event. The obligation to perform is suspended only from the moment Getzner receives the notice and only for the duration and extent of the disruption.
c) Supply shortages, strikes, delays or non-performance by suppliers or third parties (for any reason), as well as official measures or legal norms not directly affecting the contractual partner’s essential operating facilities (with an obligation to use alternative facilities), do not release the contractual partner from performance.
d) The contractual partner must take all measures to mitigate the impact of the disruption.
e) If the disruption lasts longer than three weeks, Getzner may terminate the contract.
f) Contesting the contract on grounds of frustration is excluded. Clauses 8 a–e remain unaffected. - Damages and Insurance
a) The contractual partner is liable for all disadvantages resulting from breach of contract, particularly for direct or indirect damage caused by delayed or defective delivery/service. Liability includes deliveries/services by subcontractors and suppliers. The obligation to compensate also covers recall costs.
b) Product liability claims also apply if Getzner predominantly uses the delivery/service in its own operations.
c) Upon request, the contractual partner must take out liability insurance with a minimum coverage of EUR 3.0 million and maintain it for at least five years after delivery/service. Proof must be provided upon request. - Third-Party Rights
a) The contractual partner warrants that their delivery/service is free of third-party rights and does not infringe third-party rights.
b) They further warrant that Getzner may process, use, and sell the delivery/service without infringing industrial property rights (copyright, patents, trademarks, designs, names, licenses).
c) The contractual partner undertakes to indemnify and hold harmless Getzner and its customers against all claims based on third-party (intellectual property) rights. - Prices / Invoicing / Delivery Note
a) Prices are fixed and include all expenses for full performance of the delivery/service.
b) Invoices must be sent as a PDF file to the email account from which the order was received.
c) Each invoice must comply with all legal, especially tax, regulations.
d) In invoices and all other supplier documents (order confirmations, credit notes, delivery notes, test certificates), the order number and order item of Getzner must be indicated as a condition for payment. - Payment
a) Payment becomes due only after complete and defect-free delivery/service. Payment terms: 14 days with 3% discount or 60 days net. Payment and discount periods begin upon receipt of invoice, but not before defect-free delivery/service and not before the agreed delivery date.
b) The relevant date for timely payment is the date the payment order is submitted to the financial institution. All banking costs are borne by the contractual partner. They also bear the risk of delays in transmission.
c) Getzner may withhold payment until expiry of the warranty period if, due to changed economic circumstances, it is likely that the contractual partner cannot fulfill warranty obligations. For the same reason, Getzner may withhold agreed advance payments until full performance. Getzner may set off any claims against the contractual partner’s claims. The contractual partner may not assign claims against Getzner without written consent.
d) Default interest is 4% p.a. e) All payments are deemed made with reservation. - Declaration of Origin
a) The contractual partner must provide certificates of origin for the delivery/service if required by public regulations or upon request by Getzner. They must allow verification by customs authorities and provide necessary information and confirmations.
b) The contractual partner must compensate Getzner for any damage resulting from the declared origin not being recognized due to circumstances attributable to the contractual partner (incorrect certification, false or insufficient declaration, or lack of verification). - Confidentiality
a) The contractual partner must treat as strictly confidential all information (written, electronic, oral, digital, or otherwise) received through or in connection with the order. This applies especially to information regarding Getzner, affiliated companies, projects, customers, products, production methods, and distribution structures.
b) Non-confidential is information which (i) was public before disclosure by Getzner or becomes public without breach; (ii) was known to the contractual partner beforehand without breach; (iii) is developed independently without use of confidential information; or (iv) is lawfully provided by a third party.
c) The contractual partner is liable for all damages arising from breach of confidentiality.
d) The contractual partner must impose confidentiality obligations on employees and—if subcontractors are used—on subcontractors and their employees.
e) All documents provided by Getzner remain its property and may only be used for performance. They must be returned after completion of the order.
f) All images, drawings, calculations, analytical methods, formulations, plans, drafts, samples, prototypes, and other works created by the contractual partner or subcontractors in connection with the order belong exclusively to Getzner. They may only be used for performance and not disclosed to third parties.
g) Copies must be destroyed without being requested at the end of cooperation.
h) The confidentiality obligation ends 5 years after the end of the information exchange related to the delivery/service and remains unaffected by the termination of other agreements.
i) The contractual partner is liable for all damages arising from breach of the obligations under clause 13. - Publications / References and Advertising
Any evaluation or disclosure of the business relationship with Getzner in publications or for advertising purposes requires Getzner’s express prior written consent. - Severability Clause
If any provision of these Terms of Purchase is wholly or partially invalid or unenforceable, the remaining provisions remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that best reflects the parties’ intent. The same applies to any contractual gaps. - Applicable Law and Jurisdiction
a) All legal relationships between the contractual partner and Getzner are governed by substantive Austrian law (excluding international private law and the CISG).
b) The exclusive place of jurisdiction under the Brussels Regulation or the Lugano Convention is the competent court at Getzner’s registered office in Bürs. Mandatory exclusive jurisdictions remain unaffected.
c) For all cases outside this scope, jurisdiction of the Vienna International Arbitral Centre (VIAC) under the Vienna Rules is agreed. The place of arbitration is Bludenz, Austria. The language of arbitration is German; if the contract is drafted in another language, English is the arbitration language. Seeking interim measures at state courts is permitted. d) Getzner may, however, take action against the contractual partner before any other court of competent jurisdiction, provided the agreed court or arbitral tribunal has not yet been seized. Version: May 2025 General Terms and Conditions of Purchase GCT EN © Copyright by Getzner Circular Technologies GmbH | 05-2025
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