General Terms and Conditions of GREEN B2B TRADING GmbH
1. Fundamentals of the Contract
1.1 All agreements and offers are based on our General Terms and Conditions. They are deemed accepted by the client upon acceptance of an offer, placement of an order, or acceptance of delivery and service.
1.2 The client’s purchasing conditions are only binding for us if we have expressly confirmed them in writing.
1.3 Orders are considered accepted only upon our written confirmation. However, we reserve the right to fulfill orders under our terms and conditions without prior confirmation.
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2. Conclusion of the Contract
2.1 The contract is deemed concluded when we issue a written order confirmation after receiving the order.
2.2 Changes or additions to the contract require our written confirmation to be valid.
2.3 Our delivery note or invoice also serves as order confirmation.
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3. Plans and Documentation
3.1 Information in catalogs, brochures, circulars, illustrations, price lists, and offers—such as measurements, weight, color, performance, and material properties—is only binding if explicitly referred to in the order confirmation or documented in an official technical or safety data sheet.
3.2 Samples, catalogs, brochures, illustrations, etc., remain our intellectual property. Any use, reproduction, distribution, publication, or presentation requires our explicit consent.
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4. Shipping and Packaging
4.1 Delivery is ex works (manufacturer) or from GREEN B2B TRADING GMBH’s warehouse. Risk, including breakage, transfers to the buyer upon handover to the carrier. For deliveries with our own vehicle, risk transfers when the goods are made available on the recipient’s premises or agreed location. It is the buyer’s responsibility to ensure proper unloading equipment and space.
4.2 Packaging costs are included in the price. Packaging will not be taken back. Euro pallets must be exchanged, or they will be charged to the buyer.
4.3 If the buyer requests insurance, we act solely as an intermediary without liability.
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5. Delivery Period
5.1 Delivery times are non-binding.
5.2 Unless otherwise agreed, the delivery period starts from the latest of the following:
a) Date of order confirmation,
b) Fulfillment of all buyer obligations (technical, commercial, financial),
c) Receipt of prepayment or opening of a letter of credit.
5.3 Partial and advance deliveries are permitted and will be invoiced accordingly.
5.4 In case of delays due to reasons listed under Section 8, the delivery period is extended accordingly.
5.5 Claims for damages or penalties due to delayed or defective delivery are only valid in cases of gross negligence on our part. In cases of slight negligence, all claims are excluded.
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6. Blanket Orders
For blanket orders lasting more than four weeks, each delivery constitutes a separate transaction. The price at the time of call-off applies. If the buyer delays call-offs or acceptance, we may cancel the remaining quantity or demand acceptance. Damage claims remain reserved.
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7. Prices
7.1 a) Unless stated otherwise, our prices are net.
b) Prices are ex works, excluding packaging, insurance, and shipping.
7.2 Prices assume unchanged order conditions, prior completion of necessary preparations, and uninterrupted delivery. We base our offers solely on the buyer’s description, not on local conditions.
7.3 For deliveries more than three months after contract signing, price changes in material costs shall be passed on to or borne by the buyer.
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8. Force Majeure
8.1 The following qualify as force majeure if occurring after contract signing and hindering performance: labor disputes, fire, mobilization, seizure, embargo, currency restrictions, riots, transport shortages, general supply shortages, energy restrictions, and technical difficulties making execution impossible or resulting in defects.
8.2 Consequences of these events are governed by Sections 5 and 8.
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9. Payment
9.1 Payment is due within 14 days of invoicing, unless otherwise stated. No deductions allowed without agreement.
9.2 Payments settle older debts first. Discounts lapse if other overdue amounts are not also paid. No discount on partial payments.
9.3 In case of significant deterioration of the buyer's financial situation or delayed payments, we may suspend delivery until full payment or collateral is received. All claims become due immediately.
9.4 If the buyer is in default, we may:
a) delay our performance,
b) extend delivery deadlines,
c) demand full payment, and
d) charge 8% interest above the base rate from the due date.
9.5 If payment is not made within 14 days of notice, we may cancel the contract. The buyer must return delivered goods and compensate for depreciation and costs incurred.
9.6 Offsetting against our claims is not permitted. Pending complaints do not justify withholding payment.
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10. Retention of Title
10.1 We retain ownership of delivered goods or concepts until full payment. The buyer must comply with relevant legal formalities. In case of third-party claims, the buyer must assert our ownership and inform us immediately.
10.2 The buyer may resell or process goods in regular business. Other dispositions (e.g. pledging) are prohibited. Resale must include a retention of title unless paid in full upon delivery. Proceeds from resale are to be held separately until our claims are settled.
10.3 The buyer assigns all receivables from resale to us, and we accept the assignment. Associated costs are borne by the buyer.
10.4 We will not collect assigned receivables as long as the buyer fulfills payment obligations. Upon request, the buyer must notify debtors of the assignment and provide all necessary documents.
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11. Warranty, Liability, Complaints
11.1 Defects affecting usability or proper execution will be remedied under the following conditions.
11.2 The buyer must inspect the goods immediately. Complaints must be made in writing, or rights are forfeited. If the defect is our responsibility, we will either repair or replace the defective goods at our discretion.
11.3 Warranty is limited to six months from delivery. Claims after this period are excluded.
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12. Liability
As product use is beyond our control, we only guarantee quality at the time of delivery. Our recommendations are non-binding. Advice or training does not imply liability for product suitability. Buyers must assess applications and follow safety regulations. Liability beyond warranty, including third-party rights, is excluded.
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13. Product Liability
13.1 We can be released from claims by timely naming our supplier. Liability only exists if a defect is clearly our fault or due to gross negligence.
13.2 We are only liable for execution according to buyer specifications. We are not obliged to verify their suitability. The buyer indemnifies us from any third-party IP claims based on their supplied materials.
13.3 Warranty claims may only be transferred with our consent.
13.4 Complaints must be submitted in writing within 3 working days of delivery and supported with evidence. Only unused goods may be claimed. Processing of defective goods voids all claims.
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14. Data Protection
Personal data (e.g., title, name, address, email, phone number, bank details) is processed and stored according to data protection laws. Data may be shared with involved parties if necessary. Full details are provided in our privacy policy on our website.
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15. Severability Clause
If any provision is or becomes invalid, the validity of the remaining provisions remains unaffected. The parties agree to replace the invalid clause with one that comes closest to its intended purpose under applicable law.
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16. Place of Performance / Jurisdiction
16.1 The place of performance for all deliveries and payments is A-4020 Linz, even if delivery takes place elsewhere.
16.2 All disputes are subject to the competent court in A-4020 Linz. However, we reserve the right to bring action in the buyer’s local court.
16.3 Austrian law applies exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG, 1980) is excluded.
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Latest Version hereby written in June 2025.