Terms and conditions of purchase (TCP)
of backaldrin International The Kornspitz Company GmbH,
FN 232614 f
Kornspitzstrasse 1,
4481 Asten („backaldrin“)
Effective: June 2026
1. General Provisions, Scope of Application, Definitions
1.1. These terms and conditions of purchase („TCP“) shall apply exclusively to all business relationships concerning inquiries, orders, purchases, and legal transactions for the procurement of goods and services (excluding construction contracts) between backaldrin and the supplier or service provider (the „contractual partner“) („scope of application“).
1.2. These TCP shall apply irrespective of the form in which the contract is concluded. Once these TCP have been agreed, backaldrin shall also enter into future contracts with the contractual partner exclusively on the basis of these TCP. The version of the TCP valid at the time the contract is concluded shall be decisive; backaldrin reserves the right to amend these TCP at any time
1.3. The TCP shall be available for inspection by the customer at backaldrin’s business premises and/or at www.backaldrin.com/XX, and shall also be sent to the contractual partner electronically or by post upon request. backaldrin shall publish amended versions of the TCP at www.backaldrin.com/XX. If the contractual partner does not object to the amended TCP within two weeks of notification to the customer of such publication, its silence shall be deemed consent and the amended TCP shall enter into force.
1.4. The following documents shall be transmitted to the contractual partner in each individual case prior to the conclusion of the contract and, upon receipt by the contractual partner, shall form an integral part of these TCP:
- backaldrin - „raw material requirements“
- backaldrin - „supplier requirements“
- backaldrin - „quality requirements for pallets“
- backaldrin „required quality documents“ (declaration of conformity, HACCP, IFS, transport, etc.)
- Any agreements between the contractual partner and backaldrin deviating from these TCP shall in all cases require written form and shall apply only to the respective individual legal transaction, but not to future follow-on transactions. Any waiver of this written form requirement shall itself be made in writing. Acts of performance by backaldrin shall not constitute consent to contractual terms deviating from these TCP, even if backaldrin, with knowledge of the general terms and conditions or other standard forms of the contractual partner, renders deliveries or services without reservation.
1.6. backaldrin enters into contracts exclusively on the basis of these TCP. In these TCP, deliveries and services are also referred to simply as „delivery“ or „deliveries“; these terms shall mean the performance owed in the individual case under the respective business relationship with backaldrin.
2. Placement of Orders
2.1. Offers, offer documents (plans, technical specifications, etc.), consultations, and price lists of the contractual partner are free of charge and binding, unless expressly designated in writing as non-binding. By transmitting offers, offer documents, or price lists, the contractual partner submits a binding contract offer incorporating these TCP.
2.2. To be legally binding, each order must be issued by backaldrin in writing and duly signed by authorised company signatories. Unless otherwise specified by backaldrin, the contractual partner’s offer shall remain binding for at least two weeks. Contracts shall be concluded exclusively in writing. Declarations by backaldrin must therefore be made in writing and duly signed by its statutory representatives. Persons authorised to represent backaldrin in legal transactions may do so only if they hold a written power of attorney duly signed by authorised company signatories. Any apparent authority is therefore excluded.
2.3. If a declaration by the contractual partner deviates in any way from the content of previous declarations by backaldrin or from these TCP, the contract shall be deemed concluded without such contractual amendments.
2.4. Where amendments concern the price and/or the remuneration or the subject matter of performance, no contract shall come into existence for lack of agreement. Silence on the part of backaldrin shall under no circumstances be deemed consent to any deviating contractual provisions. Any other implied consent by backaldrin is likewise excluded.
2.5. In the event of any conflict among the contractual documents, the following order of precedence shall apply (where applicable):
- a written contract signed by both parties
- the order or order letter issued by backaldrin
- construction and design plans, together with the technical documentation
- the supplier’s offer, excluding any general terms and conditions of the supplier
- The contractual partner undertakes to supply spare parts and wear parts for the goods delivered for a period of up to 10 years after delivery at market-standard prices and within market-standard delivery periods. If this is not possible for the contractual partner, it shall inform backaldrin thereof in writing prior to the conclusion of the contract. Failure to supply spare parts and wear parts, or failure to provide such prior notice, shall entitle backaldrin to claim from the contractual partner the costs of substitute performance.
3. Prices, Price Information Agreement, Terms of Payment and Invoicing
3.1. Prices and discounts shall be understood as fixed prices exclusive of any value added tax and/or sales tax. Should the contractual partner's cost factors for the deliveries and services increase for any reason whatsoever between the acceptance of an order and the time of delivery and/or performance, the contractual partner shall not be entitled to adjust the prices unilaterally.
3.2. Unless otherwise agreed in writing, the agreed prices shall apply „DDP“ INCOTERMS 2020 to the place of performance 4481 Asten, Austria, and shall include packaging along with fees and charges, insurance, customs clearance and shipping or transport costs, unloading costs, public fees and duties, installation and documentation costs, training costs, technical inspection, as well as any licence fees. backaldrin is entitled, but not obliged, to return packaging to the contractual partner free of charge.
3.3. In the event of payment within 14 days, a cash discount of 4% shall be deemed agreed; in the event of payment thereafter but within 30 days, a cash discount of 3% shall be deemed agreed; in the event of payment between 30 and 60 days, a cash discount of 2% shall be deemed agreed; in the event of payment after 60 days, no cash discount shall be deemed agreed.
3.4. The decisive time for calculating the cash discount period shall be the provision of the services (including acceptance and documentation) and receipt of the invoice. If the provision of the services and receipt of the invoice do not occur at the same time, the period shall commence with the later event.
3.5. Invoices issued by the contractual partner must comply with the provisions of § 11 of the Austrian VAT Act („UstG“) as amended from time to time, or any provision replacing it. Invoices shall be submitted electronically to invoice@backaldrin.com together with all documents necessary for identification, such as purchase order numbers, etc., and a copy of the delivery note. Payment periods shall commence on the date of receipt of the invoice and delivery (clause 3.4).
3.6. If the delivery to be provided includes documentation, acceptance, assembly, or training of backaldrin employees, the delivery shall be deemed rendered only once acceptance has taken place and the documentation, assembly, or training of backaldrin employees has been completed.
3.7. If backaldrin or an affiliated group company of backaldrin has outstanding claims against the contractual partner, backaldrin shall be entitled, after any assignment of such claim to backaldrin, to set off such claims against the contractual partner’s claims arising from the delivery to backaldrin.
3.8. The contractual partner shall not be entitled to set off its claims against claims of backaldrin or to withhold deliveries pursuant to § 1052 of the Austrian Civil Code (ABGB). The contractual partner shall be entitled to set off only to the extent that its counterclaim has been finally adjudicated. The contractual partner shall not be entitled to exercise any right of retention arising from earlier or other transactions within the ongoing business relationship. Any rights of retention of the customer pursuant to § 471 ABGB or § 369 et seq. of the Austrian Commercial Code („UGB“) are excluded.
3.9. Cash on delivery shipments shall not be accepted. Delivery obligations cannot be fulfilled by cash on delivery shipments.
4. Tender documents / completeness obligation
4.1. The contractual partner shall examine the tender documents from backaldrin thoroughly. If the contractual partner concludes that the documents are unclear, defective, or incomplete, it shall inform backaldrin in writing immediately but no later than within 10 business days of receipt. This notification shall contain reasoned proposals for resolution.
4.2. If the contractual partner fails to provide such a warning, then by submitting its offer it shall be deemed to acknowledge that delivery and/or performance free from defects in accordance with the documents is owed, and the contractual partner shall be liable under warranty and for damages for all defects and adverse consequences of defective delivery.
4.3. The deliveries offered by the contractual partner must include all materials, equipment, ancillary works, and labour required for the complete and defect-free provision of the agreed deliveries, even if they are not expressly mentioned in the request, technical documentation, purchase order, or other documents from backaldrin or in the contract.
5. Special provisions regarding intellectual property rights for custom software
For software developed individually for backaldrin, the contractual partner shall transfer exclusively to backaldrin, upon creation and without separate remuneration, all transferable copyright and other usage and exploitation rights in the delivered items as well as in the software, for all exploitation possibilities known at that time as well as those becoming known later. The transfer shall apply to all usage and exploitation rights without limitation in time, place, or otherwise. It shall include the right to create derivative works as well as to further transfer the rights to third parties.
6. Quality / Documentation / Training
6.1. The contractual partner shall be obliged to use only carefully selected and well-trained employees in fulfilling its contractual obligations towards backaldrin. The contractual partner shall be fully liable for all persons engaged to assist in the fulfillment of its contractual obligations (auxiliary persons pursuant to § 1313a ABGB).
6.2. The contractual partner shall be obliged to replace employees who do not possess the required professional expertise and/or who impair contract performance immediately upon first request by backaldrin and shall not use them further for the fulfillment of its obligations towards backaldrin.
6.3. Irrespective of any quality characteristics and technical data specified in the offer or in the purchase order, in respect of the quality and safety of the delivery, the currently applicable statutory provisions, the respective recognised professional rules, and the latest state of science and technology shall in any case be complied with.
6.4. The contractual partner shall further establish and demonstrate a corresponding quality management system (e.g., ISO 9000 et seq.). backaldrin shall have the right to audit the quality assurance system, the quality assurance regulations, and the quality assurance plan of the contractual partner (and of its possible auxiliary persons and upstream suppliers) at any time.
6.5. The contractual partner shall undertake, in its deliveries, where agreed in the individual case (see clause 1.4), to comply with the backaldrin
- „raw material requirements“
- Backaldrin „supplier requirements“
- backaldrin - „quality requirements for pallets“
- backaldrin „required quality documents“ (declaration of conformity, HACCP, IFS, transport, etc.)
and shall sign and hand over these documents to backaldrin upon conclusion of the contract as well as whenever a component of the goods delivered by it changes.
6.6. All delivered goods that come into contact with foodstuffs must comply with the currently applicable national laws as well as the currently applicable EU regulations. The contractual partner shall demonstrate this by means of EU declarations of conformity – prepared in German language (as assistance, backaldrin conformity template). The provision of „FDA“ certificates is not EU-compliant, therefore not contract-compliant, and shall therefore not be accepted by backaldrin. For contract-compliant quality assurance, the contractual partner shall further supply the corresponding and approved safety data sheets.
6.7. The contractual partner shall undertake to make available to backaldrin in writing and on commonly used data carriers a complete, copyable documentation for the operation, where (i) such documentation is necessary for the use of the deliveries to be provided by backaldrin, or (ii) such documentation is agreed, or (iii) the provision of documentation is customary for such deliveries. backaldrin shall have the right to reproduce and use the documentation.
6.8. The contractual partner is aware of the particular importance of complying with its obligations relating to documentation and shall be liable without fault for delayed or defective documentation.
6.9. Where contractual or commercial documentation obligations exist for deliveries, the contractual partner shall keep the corresponding records and shall retain the inspection documents/documentation for
7 years after the last delivery has been carried out and shall make them available to backaldrin upon request.
6.10. Where training of backaldrin is necessary or agreed for the use of a delivery, or is customary for such deliveries, the contractual partner shall be obliged to provide backaldrin with the necessary training immediately, without additional remuneration being billable for this.
7. Shipping, Transfer of Risk, Place of Performance
7.1. The place of performance for all mutual obligations shall in principle be backaldrin’s registered office, Kornspitzstraße 1, 4481 Asten, Austria. Any place of performance deviating from this must be expressly agreed in writing prior to the commencement of delivery.
7.2. The shipment of deliveries to the place of performance indicated by backaldrin shall always be at the contractual partner’s risk and cost. The risk shall pass to backaldrin only upon taking over of the delivery at the unloading terminal on the premises of the place of performance (INCOTERMS 2020 – „DDP“). The contractual partner shall bear any expenses arising from non-compliance with shipping or transport regulations.
7.3. The contractual partner shall be obliged, in the event of damage, to assign to backaldrin upon first request the rights under any transport insurance for enforcement purposes.
8. Delivery Date and Penalty
8.1. The agreed delivery and completion dates shall be binding. The contractual partner shall notify backaldrin in writing of any delay as soon as possible after becoming aware thereof, stating the reason for the impediment. Such notification shall not constitute a release from the contractual penalty stipulated below. In this case, backaldrin shall be entitled either to set a substitute delivery date or to withdraw from the contract without setting a grace period. The assertion of further claims arising from the delay shall not be precluded thereby.
8.2. The contractual partner shall be entitled to effect its deliveries before an agreed date only if backaldrin expressly agrees in writing.
8.3. In the event that the contract is not fulfilled on time or in accordance with the agreement, backaldrin shall be entitled – without prejudice to other claims – to withdraw from the entire contract or parts thereof without setting a grace period and to claim damages for non-performance. Furthermore, backaldrin shall be entitled to enter into cover transactions. The contractual partner shall fully compensate all additional expenses and other disadvantages arising from non-compliance with the delivery dates. If parts of the performance or delayed performance are accepted, this shall not constitute a waiver of contractual and statutory claims.
8.4. In the event of non-timely or non-conforming performance, backaldrin shall be entitled to deduct a fault-independent contractual penalty of 1% of the agreed net total contract value for each commenced calendar week of the delay or defective performance, up to a maximum of 10% of the purchase price. Claims for damages beyond this shall remain unaffected thereby.
9. Acceptance and Warranty / Guarantee
9.1. Acceptance of the deliveries by backaldrin shall take place at the place of performance at the agreed acceptance times. If the deliveries to be provided include documentation, acceptance, assembly, or training of backaldrin employees, the delivery shall be deemed rendered (time of acceptance) only once acceptance has taken place and the documentation, assembly, or training of backaldrin employees has been completed.
9.2. Where instructions for use or other instructions are necessary or customary for the storage, processing, or distribution of the deliveries, these shall form an essential part of the contractual partner’s delivery obligation and shall be handed over no later than upon transfer or made available in another suitable form, for example for download.
9.3. Where administrative authorisation or compliance with regulations is required for the use of the delivery, this shall be notified to backaldrin in writing prior to the placement of the order. Prior to the delivery of instructions for use or other necessary instructions, the delivery shall be deemed not to have been performed in accordance with the contract and not to have been completed.
9.4. Each delivery shall be made to backaldrin accompanied by a delivery note, in the case of raw materials with indication of batch number and minimum shelf life, in the case of packaging with batch number. Without a complete delivery note, backaldrin shall be entitled to refuse acceptance and to withhold payments to the contractual partner (§ 1052 ABGB). Each delivery note shall contain the backaldrin purchase order number, the purchaser, and the backaldrin item number and description.
9.5. All rights to patentable technical inventions newly developed by the contractual partner in connection with the performance shall be transferred by legal transaction to backaldrin upon acceptance of the performance. The contractual partner shall be permitted to use these technical inventions exclusively once for the purpose of contract performance towards backaldrin.
9.6. Acceptance of deliveries shall take place after an initial preliminary inspection of the delivery at the place of performance for apparent defects. The obligation to give notice of defects pursuant to
§§ 377, 378 UGB is expressly excluded. backaldrin shall be entitled to assert claims even in the case of obvious defects within the meaning of § 928 ABGB. In the case of any defective or delayed delivery, backaldrin shall be entitled to refuse acceptance and shall have the right of return at the contractual partner’s cost and/or to compensation for any additional costs arising therefrom.
9.7. The contractual partner shall warrant complete and defect-free delivery as well as compliance with all relevant statutory or administrative regulations, standards, directives, and other provisions at the place of performance or at the sales markets indicated by backaldrin that relate to the subject matter of the delivery. For dimensions, weight, quantities, and quality, the values determined by backaldrin at the time of transfer shall be decisive. Furthermore, the contractual partner shall undertake to refrain from corruption, bribery, and money laundering as well as to respect the fundamental rights and health of its employees. The contractual partner shall also pass on these obligations to its suppliers. Should the contractual partner or one of its suppliers violate the above obligations, backaldrin shall be entitled to terminate the contract for important cause with immediate effect and to assert any damages arising therefrom.
9.8. If the delivery does not meet the agreed or ordinarily presumed characteristics upon initial inspection or upon acceptance, backaldrin shall be entitled, without prejudice to other rights, to refuse acceptance and to demand a free replacement delivery of that delivery.
9.9. Where no special quality has been agreed, the contractual partner shall warrant first-class quality corresponding to all relevant laws, regulations, provisions, and standards applicable at the place of performance at the time of delivery. The confirmation of acceptance by backaldrin shall not constitute an acknowledgement of a delivery in accordance with the contract or free from defects.
9.10. The contractual partner guarantees (performance guarantee) for a period of two business years (also in multi-shift operation) from the transfer of risk:
- expressly contractually warranted characteristics
- proper construction, quality of execution, function, and performance corresponding to the latest state of technology and
- the intended purpose, and use of best materials and completeness.
- In the case of deliveries from outside the EU to backaldrin, the contractual partner shall supply free of charge all certificates issued by EU-accredited laboratories required for placing on the market
(e.g., microbiology, mycotoxins, heavy metals, GMO, EU declarations of conformity, etc.). These shall be sent exclusively together with the delivery to backaldrin.
- In the case of deliveries from outside the EU to backaldrin, the contractual partner shall supply free of charge all certificates issued by EU-accredited laboratories required for placing on the market
9.12. Furthermore, the contractual partner shall also reimburse backaldrin for the costs associated with recall actions, such as personnel costs and any transport costs. If backaldrin is approached by third parties on account of the defective deliveries, the contractual partner shall hold backaldrin harmless from all claims and shall reimburse backaldrin for all costs arising therefrom.
9.13. All these obligations shall apply irrespective of whether the defect in the delivery can be demonstrated in a product manufactured by backaldrin, in a subsequent product, or in a finished product, and irrespective of any fault of the contractual partner.
9.14. The statutory warranty periods shall apply. Where the minimum shelf life lies after the expiry of the warranty periods, then the warranty period shall expire on that date. The recourse pursuant to
§ 933b ABGB shall remain unaffected thereby. backaldrin may assert the recourse within six months of fulfillment of the warranty obligation towards the third party.
9.15. The contractual partner shall, at backaldrin’s choice (without prejudice to other rights), either remedy defects free of charge and immediately or provide for a replacement delivery. The contractual partner shall fulfill this obligation at the place where backaldrin or customers of backaldrin have the item in ordinary business operations. If the contractual partner fails to comply with this obligation promptly, backaldrin shall be entitled to carry out improvement or replacement delivery itself at the contractual partner’s cost. In the case of exchange of the performance or remedy of defects, the warranty period for the exchanged or improved performances shall commence anew.
9.16. Where the defectively delivered goods have already been processed at backaldrin or where finished products produced with the defective goods have themselves become defective, backaldrin may claim compensation in the amount of the production costs of the products produced with the contractual partner’s defective goods as well as all disadvantages resulting therefrom.
9.17. In the case of defects up to the de minimis threshold, backaldrin shall be entitled to withhold its own performances. A retention of title by a third party shall be ineffective towards backaldrin.
10. Product Liability and Damages
10.1. The liability of the contractual partner shall be governed by the statutory provisions and shall also cover slight negligence. The contractual partner shall be liable for all damages incurred, including consequential defects damages, indirect damages, and damages due to production downtime. Any contractual limitations of the contractual partner’s statutory claims for damages, warranty, or product liability shall not be binding towards backaldrin.
10.2. In the event of delay or defective performance as well as in the event of product liability claims against backaldrin, the contractual partner shall assume all claims asserted by third parties against backaldrin upon first request by backaldrin and shall hold backaldrin indefinitely harmless from all claims. Where product liability of backaldrin is at issue, the contractual partner shall notify backaldrin in writing within 14 business days of assertion of the claim of the manufacturer or importer, if they are third parties.
10.3. The contractual partner shall be fully liable for its own conduct and for the conduct of all persons engaged by it to fulfill its obligations towards backaldrin.
11. Assignment, Prohibition of Subcontracting
The assignment of claims against backaldrin shall be permissible only with the express written consent of backaldrin. backaldrin shall be entitled in all cases to make payment to the contractual partner with discharge of debt. An order issued by backaldrin may not be passed on to subcontractors without prior written consent of backaldrin. The contractual partner shall therefore in principle perform the owed obligations in its own person.
12. Assembly Services
Where assembly services have been agreed or are part of the business relationship, the assembly of the delivery shall be carried out in accordance with statutory or administrative regulations at the place of performance, observing the statutory provisions applicable there, in particular safety regulations, employee protection, and accident protection. The contractual partner shall assume responsibility for the safety of its personnel as well as of third parties engaged to fulfill its obligation.
13. Intellectual Property
13.1. The contractual partner hereby assigns to backaldrin exclusively all present and future rights to all inventions, technical developments, and other protectable results developed or arising within the framework of, in connection with, or on the occasion of the preparation and execution of a delivery (including rights to patent applications, priority rights, patents, and utility models; collectively „intellectual property rights“) exclusively, worldwide, and without limitation in time, subject matter, or place, and transfers them.
13.2. The assignment shall take place upon creation of the rights or upon acquisition of the rights by the contractual partner; to the extent that an assignment is possible only upon registration/grant, the contractual partner shall assign its expectant rights as well as the claim to grant to backaldrin and shall undertake to effect the subsequent (formal) transfer.
13.3. The contractual partner warrants that it is entitled to assign and shall undertake to contractually bind its employees, statutory representatives, and subcontractors so that their inventions and related rights accordingly pass to or are assigned to backaldrin. Any statutory or contractual inventor remuneration vis-à-vis employees/inventors of the contractual partner shall be borne exclusively by the contractual partner.
13.4. backaldrin shall be entitled to file patent applications and other intellectual property rights applications for the assigned intellectual property rights in its own name and at its own cost, to maintain, defend, and enforce them. The contractual partner shall undertake to comprehensively support backaldrin hereby at its own cost, in particular to supply all necessary information, to transmit the applicable inventor details, to make necessary declarations, and to sign documents; backaldrin may designate the contractual partner as representative/attorney for this purpose.
13.5. To the extent that an assignment of individual rights may not be possible under mandatory Austrian law, the contractual partner shall grant to backaldrin in respect of these rights an exclusive, spatially, temporally, and subject-matter unlimited right of use including the right to grant sub-licences and to transfer.
13.6. Existing intellectual property rights developed by the contractual partner prior to the commencement of the contract or existing independently of the contract („background IP“) shall remain with the contractual partner. However, the contractual partner shall grant to backaldrin in respect of the background IP necessary for the contract-compliant use and exploitation of the results a gratuitous, irrevocable, exclusive, spatially and temporally unlimited right of use including sub-licensing.
13.7. The contractual partner warrants that the results and intellectual property rights do not infringe any third-party rights and shall indemnify the customer from all third-party claims as well as associated costs resulting from such infringement.
13.8. Any documents made available to the supplier for the fulfillment of its contractual obligation, in particular specifications, recipes, manuscripts, sketches, drawings, samples, models, or other aids, shall remain the unrestricted intellectual property of backaldrin. The contractual partner shall under no circumstances acquire rights of use and/or patent rights thereto.
14. Confidentiality
14.1. Documents made available by backaldrin shall not be made accessible or handed over to third parties without written consent. Upon fulfillment of the contractual obligation, they shall be returned free of charge to backaldrin by the contractual partner.
14.2. The contractual partner shall be obliged to keep confidential and to protect carefully against unlawful access by third parties all information that has become known to it in the course of contract performance, including information made available by backaldrin that is not generally accessible or known.
14.3. Where no individual confidentiality agreement has been concluded in the individual case, the contractual partner shall undertake to treat strictly confidential all trade and business secrets,
know-how, and other information (in particular recipes, production processes, and customer data) that has become known in the course of the business relationship. This shall include in particular the implementation of physical and digital protective measures against unauthorized access, the restriction of information access to necessary employees, the prohibition on passing on to third parties without prior written consent by backaldrin, as well as the destruction or return of documents upon termination of the contract.
14.4. For each violation of the obligations under this contract clause, the contractual partner shall be obliged to pay backaldrin a contractual penalty applying regardless of fault in the amount of EUR 10,000.00. Claims of backaldrin beyond this shall remain unaffected.
15. Industrial Property Protection
The contractual partner guarantees (§ 880a second case ABGB) that the deliveries are free from
third-party rights of any kind and that the delivery does not infringe third-party intellectual property rights. If a third party asserts against backaldrin the infringement of intellectual property rights in connection with deliveries of the contractual partner, the contractual partner shall be obliged to hold backaldrin fully harmless from all claims and litigation.
16. Force Majeure
16.1. Force majeure shall be understood to mean events that do not originate from the sphere of the contractual partner and are unforeseeable and cannot be averted with reasonable measures. A breach of obligation by upstream suppliers or transport companies, as well as unforeseen price increases or the failure of a workpiece, shall in no case constitute a force majeure event. In the case of fixed-price agreements, the contractual partner shall be obliged to have secured its own upstream product costs prior to submission of the offer.
16.2. If the contractual partner wishes to invoke the occurrence of force majeure, it shall notify backaldrin of the event immediately and in writing and shall prove it. In the case of such proof, force majeure shall release the contractual partner for the duration of its effect from those contractual obligations whose performance has become impossible or impracticable due to the event. This temporarily failing contractual obligation shall be specified in the written notification, stating a traceable reason.
16.3. Where a case of force majeure makes timely performance of a contractual obligation impossible or lasts longer than four weeks, exclusively backaldrin shall be entitled to terminate the contract in writing without setting a grace period. The termination shall be effective upon receipt.
17. Termination and Amendment of Contracts
17.1. Termination of a contractual relationship shall, in addition to the other cases regulated in these general terms and conditions, be possible only for important cause. Continuing obligations (which include all types of successive delivery contracts) shall be resolvable by backaldrin with immediate effect where the contractual partner is in delay in performance despite the setting of a 14-day grace period. Repeated delay, even of shorter duration, or repeated defective performance by the contractual partner shall entitle backaldrin to terminate the contractual relationship immediately without prior warning. The setting of a grace period and termination for important cause shall require written form.
17.2. An important cause shall exist in particular where the contractual partner violates administrative regulations or provisions of these TCP.
17.3. backaldrin shall be entitled, without observance of periods and deadlines, to terminate the not-yet-performed part of a framework contract/delivery contract where the contractual partner has not made dispositions such as own purchase, processing of goods with regard to performance and therefore timely contract performance does not appear possible. For the purpose of verifying whether such dispositions have been made, the contractual partner hereby already authorises backaldrin to take cognisance of all information and documents necessary for this purpose.
17.4. The contractual partner shall notify changes of name, company name, address, legal form, or similar data in writing immediately.
18. Choice of Law, Place of Jurisdiction
18.1. Only Austrian law (substantive law) shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
18.2. For all legal disputes arising in connection with the initiation of the business relationship and the performance of a contract between backaldrin and the contractual partner, the court having subject-matter jurisdiction in 4020 Linz shall be exclusively territorially competent.
18.3. The contractual partner shall be obliged, upon request by backaldrin, to confirm this clause on jurisdiction at any time in writing by duly signed company signature.
19. Severability Clause / Partial Invalidity
Should individual provisions of the agreement concluded with the contractual partner be or become void, ineffective, or voidable, the remaining provisions shall remain unaffected and shall be interpreted and/or supplemented in such a manner that the intended economic purpose is achieved as closely as possible in a legally permissible manner. This shall also apply in the case of any contractual gaps.
20. Data Protection
20.1. The contractual partner hereby agrees that backaldrin may process personal data of the contractual partner for the purpose of contract performance. Processing beyond this for the purpose of general business development, marketing, and for statistical purposes is likewise permitted by the contractual partner. Further processing shall take place only within the statutory framework. The contractual partner shall find a precise listing at www.backaldrin.com/XX for the information disclosure pursuant to Articles 13 and 14 GDPR.
20.2. The contractual partner shall undertake to process personal data of backaldrin only within the statutory provisions of the GDPR and the Austrian Data Protection Act („DSG“).
20.3. Should backaldrin incur damage through the improper processing of personal data by the contractual partner, its subcontractors, or employees, the contractual partner shall be liable for all resulting damages. This liability shall also cover slight negligence.
21. Network and Information Systems Security
- The contractual partner hereby declares, in the event that the scope of application of the Austrian Network and Information Systems Security Act in the respective currently applicable version („NISG“) is applicable to the contractual partner, that it shall comply with the provisions of the NISG as amended. Should the contractual partner culpably violate the provisions of the NISG, it shall be fully liable towards backaldrin for all consequential damages (including mere pecuniary losses).
22. Data Use for Marketing Purposes
The contractual partner hereby gives its express consent that its data may be used for marketing purposes of backaldrin's products, in particular for the improvement of products, further development, and internal needs analysis.
23. Consent to E-Mail Advertising, Reference List
The contractual partner hereby declares its consent to receive advertising and information by e-mail from backaldrin on products and offers of backaldrin and other business partners within reasonable limits. The contractual partner's data shall remain with backaldrin and shall not be passed on. The contractual partner may revoke this consent at any time in writing, by fax, or by e-mail.
General Delivery Conditions (GDC)
of backaldrin International The Kornspitz Company GmbH,
FN 232614 f
Kornspitzstrasse 1, 4481 Asten („backaldrin“)
Effective: June 2026
1. Scope of Application, Incorporation, Amendment of the GDC
1.1. All deliveries, services, and offers by backaldrin to the customer shall be made exclusively on the basis of these general delivery conditions (hereinafter „GDC“). These GDC shall apply irrespective of the form in which the contract is concluded. These GDC shall be derogable only under the conditions set out below. Once these GDC have been agreed, backaldrin shall also enter into future contracts with the customer exclusively on the basis of these GDC. The version of the GDC valid at the time the contract is concluded shall be decisive; backaldrin reserves the right to amend these GDC at any time.
1.2. backaldrin shall conclude contracts exclusively with enterprises and/or shall deliver and/or perform exclusively to enterprises. By placing the order, the customer expressly declares to be an entrepreneur within the meaning of the Austrian Commercial Code („UGB“).
1.3. The GDC shall be available for inspection by the customer at backaldrin's business premises and/or at www.backaldrin.com/gdc/ and shall also be sent to the customer electronically or by post upon request.
1.4. If backaldrin intends to amend the GDC, the amended version shall be published at www.backaldrin.com/gdc/ and the customer shall be notified thereof by a communication. If the customer does not object to the amended GDC within two weeks of dispatch of the communication to the customer, its silence shall be deemed consent and the amended GDC shall enter into force.
1.5. Any agreements between the customer and backaldrin deviating from these GDC shall in all cases require written form (§ 886 Austrian Civil Code, „ABGB“) and shall apply only to the respective individual legal transaction, but not to future follow-on transactions. Any waiver of this written form requirement shall itself be made in writing. Acts of performance by backaldrin shall not constitute consent to contractual terms deviating from these GDC, even if backaldrin, with knowledge of the general terms and conditions or other standard forms of the customer, renders deliveries or services without reservation.
1.6. The customer shall declare no later than upon unconditional acceptance of the ordered goods that it agrees with the content of these GDC in the individual case. The unconditional ordering of goods by the customer and the acceptance of order forms, order confirmations, offers, and other business documents from backaldrin shall likewise be deemed incorporation of the GDC.
2. Conclusion of Contract
2.1. Offers and price lists by backaldrin are non-binding, unless they are expressly designated as binding in writing. The information contained in non-binding offers, catalogs, brochures, and the like is therefore to be understood exclusively as an invitation for the customer to submit an offer. Typing and printing errors shall remain reserved. By placing the order, the customer bindingly declares its contractual offer on the basis of these GDC.
2.2. Acceptance of the contractual offer by backaldrin shall occur either through a corresponding act of performance (dispatch, delivery, etc.) or through written order confirmation within 14 days.
2.3. A cost estimate or quotation shall be prepared by backaldrin to the best of its knowledge; however, no warranty shall be assumed for the substantive accuracy.
3. Pricing
3.1. The agreed prices are net prices, i.e., they apply plus statutory value-added tax and, insofar as nothing else has been agreed in writing, include the delivery terms „EXW“ according to INCOTERMS 2020. Therefore, delivery of the goods from backaldrin to the customer must be agreed in writing. Should backaldrin occasionally deliver to the customer as a courtesy, this shall not constitute an amendment of these GDC.
3.2. The prices include appropriate single-use packaging of the goods, but not the costs for proper utilization and disposal of the single-use packaging or the goods. Single-use packaging material (containers, buckets, jugs, etc.) is to be disposed of at the customer's expense. Just as any kind of ancillary or take-back obligations of backaldrin exist only upon prior explicit written agreement.
3.3. Should backaldrin's production costs for the deliveries and services increase by more than 3% in total since acceptance of an order (act of performance / order confirmation) until the time of delivery and/or performance, backaldrin shall be entitled to adjust the prices accordingly unilaterally. In the event of a price increase of more than 15%, the customer shall be entitled to rescind the contract by written declaration within 3 days of notification. Both parties hereby irrevocably waive any mutual claims in the event of such contract rescission – regardless of the legal basis.
3.4. The leading currency is the euro. If the customer owes remuneration for deliveries and services not in euro and the foreign exchange rate (euro to foreign currency) deteriorates by more than 3% since conclusion of the contract until the date of invoicing, backaldrin shall be entitled, but not obliged, to make a price adjustment.
3.5. Order changes or additional orders shall be invoiced.
4. Payment, Default, Pre-litigation Costs
4.1. Unless special payment terms have been agreed in writing, the purchase price is due for payment immediately at the latest upon delivery or pickup.
4.2. Payments are due for payment within 14 working days upon receipt of the invoice. In the event of payment after the agreed payment deadline, default shall occur without reminder. The customer expressly consents to the transmission of electronic invoices to the email address provided by them.
4.3. Payments are to be made without any deduction or discount in the agreed currency.
4.4. The account of backaldrin International The Kornspitz Company GmbH at Oberbank AG, 4020 Linz, Landstraße 37, is agreed as the place of performance for the customer's obligation to pay remuneration. backaldrin does not accept cryptocurrencies, bills of exchange, checks, or other means of payment.
4.5. Payment by bank transfer shall be deemed made on the day it is credited (with value date) to backaldrin's bank account.
4.6. If deliveries or services are invoiced in parts, the partial payments to be made thereon are due for payment within 14 working days upon delivery of the respective invoice. This also applies to the invoiced amounts which arise from supplementary deliveries or other agreements exceeding the original order amount, regardless of the payment terms agreed for the main delivery.
4.7. Default on the due date shall occur if even only one partial payment is made late or not in full amount. Upon occurrence of default on the due date, the entire remaining outstanding balance shall become immediately due for payment. In the event of default on the due date, backaldrin shall have the right to take possession of the goods delivered under retention of title without rescinding the contract, until all outstanding claims (including ancillary costs) against the customer are covered.
4.8. The customer shall not be entitled to set off its claims against claims of backaldrin or to withhold payments due to warranty claims or pursuant to § 1052 ABGB. The customer shall be entitled to set off only to the extent that its counterclaim has been finally established by court judgment. The customer shall not be permitted to exercise a right of retention from earlier or other transactions of the ongoing business relationship. Any rights of retention of the customer pursuant to § 471 ABGB or
§ 369 et seq. UGB are excluded.
4.9. backaldrin shall be entitled to allocate incoming payments even if the customer has designated them differently, to older claims (including interest or costs). Any agreed discount deduction presupposes that, apart from the claim to be settled, no other claims of backaldrin against the customer are outstanding and due.
4.10. In the event of the customer's default in payment, default interest in the amount of 9.2% above the respective base interest rate shall be deemed agreed, whereby default interest does not presuppose fault on the part of the customer.
4.11. Without prejudice to its other rights, backaldrin may defer performance of its obligations until the customer effectuates payment or other performance and may retain deliveries to the customer until full performance of all of the customer's obligations. In any case, backaldrin shall be entitled to charge pre-litigation costs, in particular reminder fees and attorney costs.
4.12. backaldrin may rescind the supply contract or assert an extraordinary right of termination in the event of circumstances that diminish the customer's creditworthiness, or in the event of impending insolvency of the customer, if the customer does not provide security within a reasonable period.
5. Delivery Deadlines, Dates
5.1. The delivery deadlines and delivery dates specified by backaldrin are – unless expressly agreed as binding – non-binding and are to be understood merely as the expected time of availability and handover. Claims due to exceeding these dates (in particular claims for damages, penalties, rescission by the customer) are therefore irrevocably excluded.
5.2. backaldrin's delivery obligation is subject to the reservation of proper and timely self-supply with raw materials and semi-finished products as well as the issuance of all required permits (delivery reservation). In the event of circumstances falling under the delivery reservation, backaldrin shall be entitled to extend delivery dates appropriately, reduce the delivery quantity, or rescind the contract in whole or in part. backaldrin undertakes to inform the customer promptly about such circumstances. However, claims by the customer – regardless of the legal basis – are excluded in these cases.
5.3. Any official permits necessary for the deliveries are to be obtained by the customer. If such permits are not obtained in a timely manner, any agreed delivery deadline shall be extended accordingly. If backaldrin suffers a disadvantage or damage thereby, the customer shall be obliged to compensate backaldrin for the resulting disadvantages and damages.
5.4. backaldrin shall be entitled to carry out and invoice partial or advance deliveries. The customer shall be obliged to accept partial or advance deliveries. If delivery on call is agreed, the goods shall be deemed called for no later than six months after the order.
5.5. backaldrin shall also be entitled, without prior consent of the customer, to engage third parties to an unlimited extent for the provision of its deliveries or services.
5.6. If unforeseeable circumstances or circumstances independent of the parties will occur, such as for example all cases of force majeure which hinder compliance with any agreed delivery deadline, the delivery deadline shall in any case be extended by the duration of these circumstances. Such circumstances are in particular customs clearance delays, transport damage, official interventions, as well as the failure of a major, difficult-to-replace supplier, or incidents whose effects are equivalent to the examples mentioned above, as well as raw material shortages.
6. Passage of Risk, Transport, Place of Delivery, Default of Acceptance
6.1. Subject to contrary agreement, the respective agreed INCOTERMS 2020 shall apply to all deliveries. Deliveries and services by backaldrin are always divisible, and partial delivery is therefore permissible even without the customer's consent.
6.2. If – deviating from delivery „EXW“ according to INCOTERMS 2020 – transport of the contract products to the customer is agreed with the customer under another delivery term according to
INCOTERMS 2020, the customer shall exclusively bear the risk of transport. The risk shall therefore pass to the customer upon handover of the goods to the forwarding agent, carrier, or other transport agent. In the event of damage, backaldrin shall assign to the customer the rights under any transport insurance for assertion.
6.3. For goods made available under „EXW“, the risk shall pass to the customer no later than when the goods are not called for or picked up in conformity with the contract, or when the delivery is postponed at the customer's request.
6.4. If backaldrin owes the dispatch of the goods, then this shall occur in appropriate single-use packaging usually suitable for shipping. If a special type of transport is agreed, backaldrin shall provide or organize the provision of these services against separate payment of the resulting expenses. If the customer has not agreed upon a special type of dispatch, backaldrin shall select the type of dispatch. The customer hereby expressly agrees in advance to shipping by carriers, forwarding agents, railway, air or sea freight, post, and parcel services.
6.5. If the place of delivery is abroad, the customer shall be obliged at its own cost to customs-clear, tax, and if necessary insure the delivery in conformity with the law. At the same time, the customer shall at its own cost obtain, submit, and make all permits and confirmations corresponding to legal requirements that are necessary for the export of the goods from Austria and the import of the goods into the foreign state, as well as make the corresponding declarations.
6.6. If the customer has not taken over the goods at the place of delivery (default of acceptance), backaldrin shall be entitled, but not obliged, after setting an appropriate supplementary period of at least 14 days, to rescind the contract, as well as terminate the entire contractual relationship with the customer and dispose of the ordered goods elsewhere at its own account.
6.7. In the event of the customer's default of acceptance, backaldrin shall further be entitled, instead of rescinding the contract, to continue to insist on contract performance. In this case, the customer shall in any case be obliged to bear the costs of delivery or transport in an appropriate amount. During the default of acceptance, backaldrin stores the goods at the customer's risk and cost.
6.8. If the customer falls into default of acceptance or omits its obligations to cooperate, backaldrin shall be entitled to demand compensation for the damage arising therefrom, including additional expenses (e.g., storage costs). For this damage, backaldrin shall be entitled to a lump-sum compensation claim in the amount of 1.0% of the respective net order price per commenced week. The assertion of damage exceeding this and/or other claims shall remain unaffected thereby.
6.9. Transport packaging and transport aids lent temporarily (e.g., Euro pallets) shall remain the property of backaldrin and are to be returned undamaged by the customer to backaldrin at its cost and at its risk. Should the lent transport packaging/transport aids be returned damaged or soiled to backaldrin, backaldrin shall be entitled to invoice the customer for the lent transport packaging/transport aids.
6.10. Returns shall be accepted only upon prior written approval.
7. Warranty, Duty to Inspect and Notify Defects
7.1. backaldrin warrants for a period of up to the respective minimum shelf life date of the delivered goods that the goods, in unopened condition and under prescribed storage as well as compliance with the processing instructions indicated on the labels, comply with the provisions of Austrian food law applicable at the time of conclusion of the individual contract. backaldrin expressly makes no assurances beyond this.
7.2. backaldrin assumes no liability for the suitability of its goods for a specific purpose or result intended by the customer. Product recommendations and product descriptions by backaldrin, samples and specimens, as well as previous deliveries do not constitute expressly assured characteristics.
7.3. backaldrin warrants for defects that are present at the time of handover. The presumption of defect pursuant to § 924 ABGB shall not apply, so that the customer must always concretely prove the existence of a defect. backaldrin shall be entitled to determine the type of warranty (repair, replacement, price reduction, or contract rescission) itself.
7.4. If warranty claims are excluded pursuant to these GDC for a defect, then claims for damages as well as rights to rescind or adapt the contract are also excluded.
7.5. In the sense of § 377 et seq. UGB, the customer shall inspect the goods after delivery within an appropriate period, but no later than 5 days. Defects discovered thereby are to be notified to backaldrin immediately, otherwise claims shall be lost, but no later than three working days after their discovery, stating the type and extent of the defect, as well as specifying the exact product designation or product number, the date of delivery, and the date and number of the invoice in writing.
7.6. Hidden defects are to be notified in writing to backaldrin immediately, but no later than three working days after their discovery, otherwise claims shall be lost, also stating the type and extent of the defect, as well as specifying the exact product designation or product number, the date of delivery, and the date and number of the invoice.
7.7. Warranty claims, if material defects are concerned, must in any case be asserted judicially no later than six months, otherwise claims shall be lost. The period shall begin on the day of handover of the goods, but in the case of legal defects only on the day the defect becomes known to the customer.
7.8. For the timeliness of the written notice of defect, receipt of the notice of defect at backaldrin shall be decisive. If a notice of defect is not raised in a timely manner or not in accordance with these provisions, the goods shall be deemed approved and all claims of the customer – regardless of the legal basis – are excluded.
7.9. All claims of the customer are further excluded if the customer has not stored, used, or processed the goods in a proper and skilled manner. Goods complained about are to be sent to backaldrin after prior coordination. The allegedly defective goods are in any case to be kept at backaldrin's disposal.
7.10. Insofar as this is possible, the customer – otherwise claims shall be lost – is obliged to allow backaldrin to carry out more precise inspections, including inspection and review of documents, etc., for the determination of the existence of any defects. Defects of individual but independent parts of a delivery do not entitle the customer to rescind the entire contract or to dissolve the entire contract.
8. Damages
8.1. backaldrin shall be obliged to compensate the customer for damages only in cases of intent or gross negligence, whereby the customer shall have to prove that backaldrin acted intentionally or with gross negligence. In cases of slight negligence, backaldrin shall be liable to the customer exclusively for personal injury. In particular, backaldrin shall never be liable for indirect damages, lost profit, loss of interest, savings not realized, consequential damages and financial losses, as well as damages arising from claims by third parties.
8.2. In addition, backaldrin's obligation to compensate for personal injury, property damage, and financial losses shall in any case be limited in amount to the amount of the purchase price from the respective contract from which the liability concretely arose. Compensation for damages exceeding this is in any case excluded.
8.3. The reversal of the burden of proof pursuant to § 933a ABGB or § 1298 ABGB shall not apply, so that the customer must concretely prove any fault on the part of backaldrin.
8.4. Any claim for damages must be asserted judicially within six months after an entitled person has gained knowledge of the damage and the tortfeasor. Regardless thereof, all claims for damages (regardless of the legal basis) shall expire no later than three years after the occurrence of the damage. The provisions on damages contained in these GDC or otherwise agreed shall also apply if the claim for damages is asserted in addition to or instead of a warranty claim.
8.5. Backaldrin‘s liability pursuant to the Austrian Product Liability Act („PHG“) shall remain unaffected thereby. However, recourse claims by the customer or third parties attributable to them pursuant to the PHG are excluded. If the customer puts goods from backaldrin on the market outside the European Economic Area, the customer shall be obliged to use the aforementioned liability exclusion clause as well as this clause on the transfer of the liability exclusion clause to each further purchaser vis-à-vis its purchasers, otherwise the customer hereby already declares to indemnify and hold harmless backaldrin against all claims by third parties pursuant to the PHG.
9. Retention of Title
9.1. The goods shall remain the property of backaldrin until full payment. Until full payment, the customer may only resell, encumber, process, and/or combine the goods with the written consent of backaldrin.
9.2. If delivered goods are processed after their full payment, backaldrin shall in any case acquire
co-ownership of the new item in the ratio of the value of the new item to the value of the goods delivered by backaldrin. The same shall apply if the goods are processed or mixed with other items not belonging to backaldrin.
9.3. The goods subject to retention of title may neither be pledged nor assigned for security purposes to third parties. The customer shall notify backaldrin in writing immediately if and to the extent that third parties encroach upon the goods subject to retention of title.
9.4. A resale of delivered but unpaid goods shall be permissible only if this has been reported to backaldrin in good time, stating the name or company and the exact (business) address of the buyer, and backaldrin has agreed to the resale in writing. In the event of written consent by backaldrin, the customer hereby expressly declares that it assigns its purchase price claim to backaldrin vis-à-vis the buyer. In this case, backaldrin shall at any time be authorized to notify the third-party debtor of this assignment.
9.5. The customer undertakes, until full payment, to insure the goods delivered by backaldrin according to the principles of a careful entrepreneur and hereby already assigns any claims against an insurer to backaldrin within the limits of § 15 Austrian Insurance Contract Act („VersVG“).
10. Assignment of Claims, Contractual Penalty for Violation of Prohibition of Assignment
Claims against backaldrin may not be assigned and/or pledged if backaldrin has not previously expressly consented in writing. In the event of a violation of this provision, backaldrin shall be entitled to a lump-sum compensation claim against the customer in the amount of 150% of the purchase price claim.
11. Force Majeure
11.1. Events of force majeure shall entitle backaldrin (without any claims arising therefor for the customer) to suspend delivery for the duration of the impediment and an appropriate delivery start-up period and/or to rescind the contract in whole or in part in accordance with their effects. If the delivery is delayed by more than three months due to the effect of force majeure, the customer and backaldrin shall be entitled (without any claims arising therefor for the contractual partner) to rescind the part of the delivery affected thereby.
11.2. Events of force majeure shall entitle backaldrin to appropriately increase the prices for the deliveries and services unilaterally since acceptance of an order (act of performance / order confirmation) until the time of delivery and/or performance.
11.3. Events of force majeure shall include, without being limited thereto, all economic and factual impacts whose occurrence lies outside the sphere of influence of backaldrin, such as natural forces
(e.g., earthquakes, lightning, frost), seizure, sabotage, fire, strikes, wars, armed conflicts or terrorist acts, trade embargoes, tariffs, sanctions or export control restrictions; official orders (e.g., business closures), supply chain disruptions, unavailability of raw materials, raw material shortages. Whether these events were foreseeable for backaldrin and/or could have been averted with reasonable measures is not relevant.
12. Data Protection, Data Use for Marketing Purposes
12.1. The customer agrees that backaldrin may process personal data of the customer for the purpose of contract initiation and performance. Processing beyond this for the purpose of general business development and for statistical purposes is also permitted by the customer. The customer gives its express consent that its data may be used for marketing purposes of backaldrin's products; in particular for improving the products, further development, and internal needs analyses. Further processing shall occur only within the legal framework. The customer shall find a detailed listing at www.backaldrin.com/en/data-protection-cookies for information pursuant to Articles 13 and 14 GDPR.
12.2. The customer undertakes to process personal data of backaldrin only within the framework of the legal provisions of the GDPR and the Austrian DSG.
12.3. Should backaldrin suffer damage due to improper processing of personal data by the customer, its subcontractors, or its or their employees, the customer shall be liable for all resulting damages. This liability also covers slight negligence.
13. Consent to E-Mail Advertising, Reference List
The customer declares its consent to receive advertising and information by e-mail from backaldrin to a reasonable extent regarding products and offers from backaldrin and its business partners. The customer's data shall remain with backaldrin and shall not be disclosed. The customer may revoke this consent in writing at any time.
14. Address Change and Copyright
14.1. The customer is obliged to notify backaldrin of changes to its business address for as long as the legal transaction subject to the contract has not been fully performed by both parties. If the notification is not made, declarations shall be deemed to have been received at this time if they are sent to the last known address of the customer.
14.2. In particular, any samples or illustrations and the like shall always remain patents or copyright of backaldrin. The customer shall not obtain any rights of use or exploitation thereof.
15. Meaning of Headings
Headings in these GDC serve only for better overview and structure. They shall have no normative significance. Likewise, they shall not serve to limit and/or expand the scope of application or the interpretation of the GDC.
16. Severability Clause / Partial Invalidity
If individual provisions of the agreement concluded with the customer are or become void, invalid, or voidable, the remaining provisions shall remain unaffected and shall be interpreted and/or supplemented in such a manner that the intended economic purpose is achieved as precisely as possible in a legally permissible manner. This shall also apply in the event of any contractual gaps.
17. Choice of Law, Place of Jurisdiction
17.1. Only Austrian law (substantive law) shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
17.2. For all legal disputes arising in connection with the initiation of the business relationship and the performance of a contract between backaldrin and the customer, the court competent by subject matter in 4020 Linz shall be exclusively territorially competent.
18. Confidentiality
18.1. The customer is obliged to keep confidential the information disclosed to it in the course of contract performance, including information made available by backaldrin that is not generally accessible or known, and to carefully protect it against unlawful access by third parties.
18.2. Unless an individual confidentiality agreement has been made in the individual case, the customer undertakes to treat all trade and business secrets, know-how, and other information (in particular recipes, production processes, and customer data) disclosed in the course of the business relationship in strictest confidence. This includes in particular ensuring physical and digital protective measures against unauthorized access, restricting access to information to necessary employees, prohibiting disclosure to third parties without prior written consent by backaldrin, as well as the destruction or return of documents at the end of the contract.
19. Compliance with Legal Requirements
The contractual partner is obliged to independently check and verify all product specifications and information made available by backaldrin, such as information on the list of ingredients or allergen information and (if applicable) their translations, for compliance with the locally applicable legal provisions, directives, and regulations of the respective country of destination. backaldrin assumes no liability in this regard.