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GENERAL TERMS
& CONDITIONS FOR SALE

  1. General Provisions
    1.1 These General Terms and Conditions for Sale (hereinafter referred to as “GTC”) apply to all offers, sales, and deliveries of goods and services provided by seal-mart GmbH and all its seal-mart subsidiaries (summarized as “Seller”) to any customer (“Buyer”). These GTC are part of any contract between the Seller and the Buyer, unless otherwise expressly agreed in writing.
    1.2 Any conflicting or additional terms proposed by the Buyer shall not be binding unless expressly agreed to in writing by the Seller.

  2. Offer and Acceptance
    2.1 All offers made by the Seller are subject to change and non-binding unless explicitly stated otherwise.
    2.2 A binding contract is formed only upon the Seller’s written confirmation of the Buyer’s order or when the Seller delivers the goods.
    2.3 Orders from the Buyer that do not conform to the Seller’s offer shall be considered as a new offer and are subject to acceptance by the Seller.

  3. Prices
    3.1 The prices for the goods and services are those listed in the Seller’s order confirmation or invoice.
    3.2 Unless otherwise agreed in writing, all prices are exclusive of taxes, duties, and other charges, including packaging and shipping costs, which shall be borne by the Buyer.
    3.3 The Seller reserves the right to adjust the prices in case of unforeseen increases in material or manufacturing costs, taxes, or other relevant costs.

  4. Delivery and Shipping
    4.1 Delivery dates or periods are approximate and not binding unless explicitly agreed upon in writing.
    4.2 Delivery shall be made ex-works (Incoterms 2020) unless otherwise agreed in writing.
    4.3 The risk of loss or damage to the goods passes to the Buyer once the goods are handed over to the carrier.
    4.4 Partial deliveries are permitted, and the Buyer shall accept them as long as the delivery is not substantially incomplete.

  5. Payment Terms
    5.1 Payment shall be made in accordance with the terms stated in the Seller’s invoice.
    5.2 If no specific payment terms are agreed upon, the Buyer shall pay within 30 days from the invoice date, unless otherwise agreed.
    5.3 If the Buyer fails to make timely payment, the Seller reserves the right to charge interest on overdue amounts at a rate of 1% per month or the maximum permissible rate under applicable law, whichever is lower.

  6. Warranty and Liability
    6.1 The Seller warrants that the goods will conform to the specifications agreed upon at the time of sale and will be free from defects in material or workmanship.
    6.2 The Seller’s liability for defects is limited to a period of 6 month from the date of invoice to repair or replacement of the defective goods or, at the Seller’s discretion, a refund of the purchase price paid for the defective goods.
    6.3 The warranty does not cover defects arising from improper use, unauthorized modifications, wear and tear, or incorrect installation.
    6.4 The Seller shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, arising out of or in connection with the goods.

  7. Force Majeure
    7.1 The Seller shall not be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, strikes, labor disputes, shortages of raw materials, or transportation delays.
    7.2 In the event of force majeure, the Seller may delay delivery or cancel the order without any liability to the Buyer.

  8. Retention of Title
    8.1 The goods remain the property of the Seller until full payment has been received for all outstanding amounts owed by the Buyer.
    8.2 The Buyer may resell the goods in the ordinary course of business, provided the goods remain subject to the retention of title. The Buyer agrees to transfer to the Seller any receivables arising from the resale of the goods.

  9. Intellectual Property
    9.1 All intellectual property rights, including patents, trademarks, designs, engineering drawings, and copyrights, in any goods, documents, or software provided by the Seller remain the exclusive property of the Seller or its licensors. 
    9.2 Engineering drawings of the Seller may only be shared with third parties with the consent of the Seller. The Buyer may not copy, modify, or reverse-engineer the goods or any intellectual property associated with them.
    9.3 Engineering drawings of the Seller may only be shared with third parties with the consent of the Seller. The Buyer may not copy, modify, or reverse-engineer the goods or any intellectual property associated with them 
  1. Confidentiality
    10.1 Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party during the course of the agreement.
    10.2 This obligation shall remain in effect even after the termination or completion of the contract.

  2. Governing Law and Dispute Resolution
    11.1 These GTC and any contracts entered into by the Seller and Buyer shall be governed by and construed in accordance with the laws of the Republic of Austria, Permanent Court of Arbitration, Vienna.
    11.2 Any disputes arising out of or in connection with this agreement shall be resolved by the Permanent Court of Arbitration, Vienna, Austria.

  3. Miscellaneous
    12.1 If any provision of these GTC is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    12.2 Any amendments or modifications to these GTC must be made in writing and signed by both parties.