Terms and Conditions

GENERAL TERMS AND CONDITIONS OF KRAMER & KRAMER GARTENGESTALTUNGS GES.M.B.H
Version dated March 2021

1. GENERAL

1.1. These General Terms and Conditions (“GTC”) govern the mutual rights and obligations between the Client (hereinafter referred to as the “Client”) on the one hand and Kramer & Kramer Gartengestaltungs Ges.m.b.H as the Contractor (hereinafter referred to as “Kramer & Kramer”) on the other. These GTC form the contractual basis for all deliveries, work, and services provided by Kramer & Kramer, unless different contractual agreements have been expressly made in individual cases.

1.2. The Client’s GTC (e.g., purchasing conditions) are not accepted by Kramer & Kramer and are therefore not validly agreed upon. Deviations (such as ÖNORM standards) and additions to these GTC are only valid if expressly agreed in writing. In particular, actions performed to fulfill the contract by Kramer & Kramer do not constitute acceptance of any provisions deviating from these GTC.

1.3. These GTC apply to consumers under the Austrian Consumer Protection Act only to the extent they do not contradict mandatory provisions of said act.

2. OFFER / ACCEPTANCE OF OFFER

2.1. An offer (and any documents related to it) by Kramer & Kramer is binding for eight (8) weeks from the date of submission, i.e., the date of dispatch.

2.2. Acceptance of an offer from Kramer & Kramer is only possible in its entirety, i.e., for all services included. Partial acceptance constitutes a modification of the offer and therefore requires the express written consent of Kramer & Kramer.

2.3. Acceptance of an offer only becomes binding upon Kramer & Kramer’s written order confirmation (conclusion of contract).

2.4. The services listed in the offer represent the complete scope of services. Ancillary services are not included and must be ordered and paid for separately. If execution documents are to be provided by Kramer & Kramer, these are also to be paid for separately by the Client unless otherwise agreed.

2.5. Deadlines and execution dates are generally non-binding. If binding deadlines are expressly agreed in writing, the Client must grant a 14-day grace period. For weather-dependent orders, binding deadlines are extended by the duration of delays caused by weather conditions.

3. EXECUTION OF THE ORDER

3.1. The Client must ensure the construction site is accessible without restrictions. Access roads must be suitable for four-axle trucks and crane vehicles. Otherwise, the Client is liable for any additional costs incurred.

3.2. The Client must also provide water, electricity, elevator access (with maintenance), scaffolding, toilets, etc., at their own cost in the required capacity.

3.3. The Client is responsible for obtaining permits, approvals, or third-party consents unless these are explicitly offered by Kramer & Kramer. Kramer & Kramer is only obligated to perform once all constructional, technical, and legal requirements are met. Delays resulting from this are the Client’s responsibility and liability.

3.4. The Client must fully and timely inform Kramer & Kramer of all circumstances relevant to the execution of the order. This includes notifying Kramer & Kramer of any potential obstacles. The Client bears the risk for a suitable soil or subsoil (“soil risk”). The Client is liable for consequences arising from insufficient disclosure.

3.5. The Client must appoint a representative authorized to issue and receive all necessary declarations (including acceptance) and promptly implement relevant decisions.

3.6. Deviations from the agreed order require prior written approval from authorized representatives of Kramer & Kramer. Instructions issued by the Client to other Kramer & Kramer staff that would alter the order are invalid.

3.7. Kramer & Kramer may use subcontractors at its own discretion.

4. EXECUTION DOCUMENTS

4.1. All technical documents created by Kramer & Kramer during or in connection with project execution remain the intellectual property of Kramer & Kramer. Any use of these documents without permission is subject to compensation.

4.2. The Client must provide all necessary documents for execution in due time, especially utility maps (electricity, gas, water, IT, etc.). The Client is liable for consequences of insufficient information.

4.3. The Client is considered the sole waste owner and is responsible for legal compliance, regardless of Kramer & Kramer’s activity. All relevant waste documents (e.g., reports) must be provided to Kramer & Kramer before work begins. The Client is liable for any lack of compliance.

5. ACCEPTANCE

5.1. Kramer & Kramer will notify the Client of completion, with the invoice also considered notice of completion. Acceptance must take place within seven days of notification or invoicing. If the Client does not demand an inspection within seven days, this is considered a waiver.

5.2. Completion and quantities must be confirmed immediately by the Client (acceptance confirmation), including early inspections of foundations or other later-unmeasurable work. Measurements can only be requested while they are still verifiable.

5.3. Plants are deemed accepted upon planting, even in the Client’s absence.

5.4. Preliminary work commissioned by the Client from third parties must be accepted by the Client before Kramer & Kramer begins. Kramer & Kramer assumes no liability and has no duty to warn regarding third-party work.

6. INVOICE, PRICES, PAYMENT TERMS

6.1. Payment of the agreed price covers all contractual services. Additional services not listed in the offer will be billed based on time spent and customary rates or quantity established at acceptance.

6.2. All prices are exclusive of VAT.

6.3. Unless otherwise agreed, interim invoices are considered agreed. Partial payments are due within 7 days. Final or seasonal invoices are due within 14 days without deduction.

6.4. Payments are considered timely if received in Kramer & Kramer’s account within the payment period. Early payment discounts (Skonto) are only valid if explicitly agreed.

6.5. The Client may not withhold any retention payments.

6.6. In case of late payment, interest of 10% p.a. will be charged. Further damages, including collection and pre-litigation costs, remain unaffected.

6.7. The Client is not entitled to offset claims or assert any rights of retention against Kramer & Kramer’s claims.

7. WARRANTY

7.1. Kramer & Kramer warrants that deliveries and services conform to contractual and usual standards and are professionally executed. If materials or plants are provided by the Client, Kramer & Kramer’s liability is limited to proper workmanship.

7.2. Healthy, well-rooted, and cultivated plants are supplied. No warranty is given for varietal purity. Warranty and compensation claims related to plant material are limited to the plant’s purchase price.

7.3. Topsoil and humus are inspected based only on external characteristics. No liability is accepted for hidden defects like nutrient content or pest-free condition.

7.4. No liability is accepted for settlement damage on areas not filled by Kramer & Kramer or for weed-related damage.

7.5. Kramer & Kramer does not warrant plant growth unless care for one full vegetation period (at least one year) is contractually agreed upon. Even in such cases, liability is limited to the plant’s price.

7.6. Warranty for business-related transactions is limited to six months and is not extended or restarted by improvement attempts.

7.7. The Client must allow Kramer & Kramer the opportunity for rectification. Access to the site must be provided. If rectification is requested outside normal business hours, the Client must cover additional costs. If rectification is disproportionate, a price reduction is the only remedy.

7.8. Obvious defects must be reported immediately after acceptance in writing. Later defects must be reported promptly upon discovery. Plant defects must be reported immediately upon delivery.

7.9. If no acceptance confirmation is made, the delivery is considered accepted if the Client does not report defects in writing within 7 days of notification or invoicing.

8. RISK / LIABILITY

8.1. Risk passes to the Client upon loading at Kramer & Kramer’s premises for all deliveries and transports.

8.2. No liability is accepted for damage or delays caused by force majeure or third parties.

8.3. Kramer & Kramer is liable only for willful intent or gross negligence and only up to twice the contract value.

9. RETENTION OF TITLE

9.1. All deliveries are made under retention of title and remain the property of Kramer & Kramer until full payment is received. Planted goods are not considered part of the property.

9.2. Before full payment, the Client may not resell, pledge, or assign the goods. Resale requires prior written consent, including buyer identification. In case of consent, the Client’s claim is assigned to Kramer & Kramer. Kramer & Kramer may notify the third-party debtor. Enforcement measures or third-party access must be reported in writing without delay.

9.3. Kramer & Kramer may remove the goods at the Client’s expense after prior written notice if payment deadlines are not met. Further claims for damages remain unaffected.

10. GOVERNING LAW, PLACE OF PERFORMANCE, JURISDICTION, MISCELLANEOUS

10.1. Austrian law applies exclusively, excluding conflict of law rules and the UN Sales Convention.

10.2. The place of performance for all services under these GTC is the registered office of Kramer & Kramer.

10.3. Jurisdiction for all disputes related to or arising from these GTC lies with the District Court Tulln an der Donau / Regional Court St. Pölten.

10.4. If any provision is invalid or unenforceable, the validity of the remaining provisions remains unaffected. Invalid provisions shall be replaced by valid ones closest to the original legal and economic intent.