1. SCOPE OF APPLICATION
1.1. These General Terms and Conditions of Sale and Delivery ("T&Cs") in their respective current version apply to all deliveries and services of
FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H.
Registered office: Esteplatz 6, 1030 Vienna, registered in the Commercial Register of the Vienna Commercial Court under FN 142511a,
Tel: +43 5 05 03 – 0,
office@frankstahl.com,
VAT registration number: ATU40146908,
Business purpose: Wholesale trade in ores, iron, steel,
Media owner, publisher and editor: Frankstahl,
Managing Director: Mag. Marcel Javor,
Address of management: Frankstahlstrasse 2, 2353 Guntramsdorf
("Frankstahl", "we" or "us") in relation to their customers (the "Customer"). These T&Cs apply regardless of whether the Customer places an order with Frankstahl via the online customer portal operated by Frankstahl under the domain www.thesteel.com (and various country-specific pages), by e-mail, by telephone, via a digital interface, or through any other sales channel. The online customer portal is protected by copyright. We are a member of the Austrian Federal Economic Chamber, Trade Section, and are subject to the Trade Regulation Act (GewO, available at www.ris.bka.gv.at). The supervisory authority responsible for us is the District Administrative Authority for the 3rd District of Vienna.
We comply with the voluntary codes of conduct of the Austrian E-Commerce Quality Label (https://www.guetezeichen.at/unternehmen/kriterien/)
1.2. These T&Cs apply to both consumers and entrepreneurs within the meaning of the Austrian Consumer Protection Act ("KSchG").
1.3. Where these T&Cs refer to "consumers", these are natural persons for whom the purpose of the order cannot be attributed to a commercial, independent, or freelance activity, i.e. where the transaction does not form part of the operation of their business.
1.4. Where these T&Cs refer to "entrepreneurs", these are natural or legal persons or legally capable partnerships for whom the transaction forms part of the operation of their business ("B2B"). The distinction between consumer and entrepreneur is made in accordance with the KSchG.
1.5. These T&Cs are binding on entrepreneurs for the entire current and future business relationship with Frankstahl, even if no express repeated reference is made to them. Frankstahl expressly rejects any deviating general terms and conditions of the Customer. Deviating or supplementary general terms and conditions of the Customer do not become part of the contract, even if they are not expressly objected to. Deviations from these T&Cs, supplementary agreements, or any conflicting terms and conditions of the Customer are only effective if confirmed in writing by Frankstahl and apply only to the respective individual transaction. This does not apply to consumers.
2. REGISTRATION
2.1. Use of the online customer portal is reserved for registered customers. There is no entitlement to registration. We reserve the right to request proof of the Customer's identity as well as proof of the authority to represent persons acting on behalf of the Customer during the registration process, and to refuse registration of a person without stating reasons. For the avoidance of doubt, the requirement to provide proof of the authority to represent persons acting on behalf of the Customer can only be relevant where the Customer is an entrepreneur.
2.2. During registration, the Customer must provide all required information completely and truthfully, and must update it promptly in the event of any subsequent changes. After truthfully providing all data required during the registration process and acceptance of the registration by us, the Customer will receive a confirmation e-mail with an activation link to complete the registration. Following this initial registration, the Customer may log in to the online customer portal by entering their personal access credentials (username and password).
2.3. The Customer undertakes to keep their access credentials confidential and to protect them from access by unauthorised third parties. The Customer is responsible for maintaining the confidentiality of their access credentials. If the Customer discloses their access credentials to third parties, they undertake to impose compliance with these T&Cs on those third parties. The Customer shall be liable to us for all losses we suffer should they fail to impose such obligations. The foregoing provision does not apply, however, in the event of fraudulent use of access credentials by third parties for which the Customer bears no fault. In the event of loss of access credentials, or if there is reason to suspect that unauthorised third parties have obtained knowledge of the access credentials, the Customer is obliged to notify us immediately by e-mail at office@frankstahl.com so that the customer account can be blocked.
3. ORDER PLACEMENT AND CONTRACT CONCLUSION
3.1. Consumers may place orders exclusively via our webshop.
Entrepreneurs may place orders by e-mail, post, fax, via our webshop, or via the ERP system. In addition, only entrepreneurs may place a bulk order via the conclusion of a framework agreement, to be delivered in stages.
3.2. Orders by e-mail, post and fax: If the Customer is interested in a product from Frankstahl, they will receive a non-binding list of the desired products by e-mail, post or fax. Frankstahl thereby invites the Customer to submit an offer on the basis of these T&Cs. By placing their order by e-mail, telephone or fax, the Customer submits a binding offer to conclude a contract with Frankstahl. The Customer is bound by their offer for 14 days. Acceptance of this offer and thus conclusion of the contract only occurs upon dispatch of a written order confirmation by Frankstahl to the Customer (e.g. by e-mail, post or fax to the e-mail address, postal address or fax number provided by the Customer). We reserve the right to request, prior to accepting an order, proof of the Customer's identity, creditworthiness, and the authority to represent persons acting on behalf of the Customer, provided we have a legitimate interest in doing so. For the avoidance of doubt, proof of authority to represent persons acting on behalf of the Customer can only be relevant where the Customer is an entrepreneur. We also reserve the right to reject offers without stating reasons. Any offers by Frankstahl for the conclusion of a contract are non-binding and without obligation, and merely constitute an invitation to the Customer to place an order.
3.3. Orders via the webshop: The Customer also has the option to place their order via the webshop. When the Customer clicks the "Order now with obligation to pay" button in the online customer portal, they submit a binding offer to conclude a contract with Frankstahl. The Customer is bound by their offer for 14 days. The Customer has the opportunity to review their order and correct any errors prior to submitting their offer. After submitting their offer by clicking the button, the Customer can no longer modify their order. After receipt of the order by Frankstahl, the Customer will receive a separate, automatic confirmation of receipt of their order by e-mail. Such an acknowledgement of receipt does not yet constitute acceptance of the offer. Acceptance of the offer and thus conclusion of the contract occurs through the dispatch of a separate order confirmation to the Customer by e-mail to the e-mail address provided during registration. We reserve the right to reject offers without stating reasons or to request the documents referred to in clause 3.2 of these T&Cs.
3.4. Orders via the ERP system: By placing their order via the ERP system, the Customer submits a binding offer to conclude a contract with Frankstahl. Acceptance of the offer and thus conclusion of the contract occurs through the dispatch of an order confirmation to the Customer via the ERP system or by e-mail to the e-mail address provided by the Customer.
3.5. Orders via framework agreement: Entrepreneurs may also place larger orders via a framework agreement. In such cases, Frankstahl concludes a separate agreement with the Customer governing the details of the delivery. Orders placed under framework agreements entitle the Customer to partial deliveries. In any case, the Customer is obliged to take delivery of the entire order.
3.6. The language of the contract, order, and business correspondence is German, unless another language has been expressly agreed. Contract data is stored for invoicing purposes and can be accessed by the Customer at any time via login.
4. PRICES / WEIGHTS AND TOLERANCES
4.1. All prices quoted to consumers are final consumer prices, i.e. inclusive of VAT at the statutory rate and inclusive of packaging and shipping costs in the amount agreed with consumers during the ordering process. If we pass on freight, delivery, or other costs to the consumer, we will indicate these to the Customer prior to submission of their offer, provided such costs can reasonably be calculated in advance. Otherwise, we will draw attention to the possible occurrence of such additional costs prior to the Customer submitting their offer. Any applicable customs duties are to be borne by the Customer.
4.2. All prices quoted to entrepreneurs and all invoicing are in EURO and exclusive of VAT. The price stated in the submitted offer shall be invoiced, provided the offer was accepted by the Customer within the offer's binding period – plus statutory VAT. Unless otherwise agreed, the sales prices applicable on the date of delivery, plus statutory VAT, shall apply. All transport and packaging costs, freight and insurance charges, customs duties, fees and levies shall be invoiced to the Customer separately.
Pallets used by us for packaging the goods may be returned by the Customer to us. If the return is made directly upon delivery (i.e. prior to invoicing), the Customer will be charged 33% of the cost per pallet as packaging costs in addition to the sale price of the goods. If the return is made at a later date (i.e. after invoicing), the Customer will receive a credit note in the amount of 67% of the cost per pallet.
Other packaging cannot be returned or refunded and will be charged based on actual costs and in accordance with the submitted offer (see paragraph 1 of clause 4.2).
4.3. Any discounts or rebates granted apply only to the respective delivery and will not be extended to any follow-up orders or deliveries – including where we do not object to any deductions made by the Customer in respect of such follow-up orders or deliveries.
4.4. Tolerances: Due to the nature and composition of certain goods and materials, Frankstahl is in practice unable to specify product prices with complete precision in advance in the B2B sector. Frankstahl is entitled to process orders from entrepreneurs on the basis of the following standard market tolerance values. This generally does not apply to consumers, as pricing is calculated on the basis of pre-determined unit prices. In any case, these deviations are reasonable for the Customer, particularly because they are minor and objectively justified. They are minor because both the goods and the price are barely noticeably altered within the following specified tolerance range. They are also objectively justified due to the practical impossibility of specifying exact quantities prior to measurement/weighing, as materials adapt their properties to various uncontrollable circumstances (e.g. temperature).
4.4.1. For weights, the weighing carried out by us or our upstream supplier shall be used as the basis. We may also determine weights theoretically based on the volume of the products. In doing so, we are entitled to increase the theoretical weight by up to 2.5% (commercial weight) to account for rolling and thickness tolerances.
4.4.2. The following tolerances apply to cut-to-length products:
Bar stock: Length tolerance +/- 2 mm
Sheet/plate: Length and width tolerance +/- 3 mm; Structural steel: +/- 2 mm
4.4.3. Grades and dimensions are determined in accordance with the DIN/EN standards or material data sheets applicable at the time of contract conclusion. References to standards, material data sheets or mill test certificates, as well as information on grades, dimensions, weights and suitability, do not constitute assurances or guarantees, nor do declarations of conformity, manufacturer's declarations, or corresponding marks such as CE and GS. Warranty is governed exclusively by clause 11 of these T&Cs.
5. PAYMENT
5.1. The payment method agreed between us and the Customer shall apply. Cheques and bills of exchange will not be accepted.
5.2. If the Customer places an order via the online customer portal, we accept the payment methods indicated in the online customer portal. Cheques and bills of exchange will not be accepted.
5.3. Agreed payment periods commence from the date of invoicing.
5.4. If payment deadlines are not met, the following applies to consumers: in the event of a culpable payment default by the consumer, we are entitled to charge default interest at the rate of 4 percent. In addition, we are entitled in such cases to demand or retain the actually incurred reminder and collection costs necessary for appropriate legal enforcement, as resulting from the applicable regulations on maximum fees in the debt collection sector, as well as the costs of legal counsel in accordance with the Lawyers' Tariff Act.
5.5. If payment deadlines are not met, the following applies to entrepreneurs: In the event of payment default by the entrepreneur, we are entitled – without setting a grace period – at our discretion to (i) charge default interest at the rate of 9.2 percentage points above the base interest rate, to demand the costs of out-of-court enforcement and collection measures regardless of fault, and to claim compensation for damages incurred by us; or (ii) withdraw from the contract and claim damages for non-performance. In the latter case, we are entitled, regardless of the Customer's fault and regardless of whether any actual damage has occurred, to demand or retain the agreed deposit, but at least 15% of the purchase price, as a contractual penalty. The obligation to pay the contractual penalty does not preclude the assertion of damages exceeding this amount.
5.6. If payment deadlines are not met, we are further entitled to declare all claims we hold against the Customer immediately due and payable.
5.7. Frankstahl may offer customers who are entrepreneurs (and therefore not consumers within the meaning of the KSchG) and who are registered in the online customer portal in accordance with clause 2 of these T&Cs the option to settle outstanding invoices using Steelcoin X ("SCX") in accordance with this clause 5.7:
5.7.1. The option to settle outstanding Frankstahl invoices using SCX can only be granted in respect of claims that have already arisen (purchase on account).
5.7.2. Frankstahl accepts SCX in lieu of payment. The contractual relationship between the Customer and Frankstahl is not altered in any way thereby. Until receipt of the SCX by Frankstahl, a monetary claim against the Customer in the amount of the outstanding balance continues to exist. The SCX will be credited against the outstanding claim at the amount stated at the time of payment in our online customer portal. This amount applies only if the SCX is transferred to us on the same day. If the SCX arrives at a later date, we reserve the right to insist on payment in EUR and to retransfer the SCX to the Customer. The Customer may freely determine which portion of their outstanding liabilities to Frankstahl they wish to settle using SCX. Any remaining balance of the claim after the use of SCX will continue to exist as a regular monetary claim.
5.7.3. Should repayment claims arise for the Customer in connection with invoices paid using SCX – for whatever reason (such as a price reduction or reversal of the purchase) – the Customer has no entitlement to reimbursement in EUR, but only to a (pro-rata) retransfer of SCX.
5.7.4. In order to pay using SCX, customers must hold SCX as well as a crypto wallet. Frankstahl neither sells SCX nor offers crypto wallets or any other related services. To acquire SCX or set up a crypto wallet, the Customer must therefore enter into agreements with third parties, for which Frankstahl assumes no responsibility.
5.7.5. Frankstahl reserves the right to restrict or entirely discontinue the option to pay outstanding Frankstahl invoices with SCX at any time.
6. DELIVERY PERIOD AND ACCEPTANCE DATE
6.1. Any communicated delivery dates are binding for consumers. If no delivery date is communicated, the goods will be made available no later than 30 days after conclusion of the contract. In the case of an order via the webshop, the delivery date will be communicated prior to completion of the order. We generally deliver within our delivery area (Austria and Germany). If delivery to a desired delivery address within our delivery area is not possible, the order cannot be completed via the webshop. For orders from other EU member states, please contact us by e-mail.
6.2. The following applies to entrepreneurs, by way of derogation: Our delivery date information is non-binding. We are not liable for any delays on the part of the supplying mills. Our delivery obligation is subject to the condition of correct and timely delivery by our suppliers, unless the incorrect or delayed delivery by our suppliers is attributable to our intentional or grossly negligent conduct. Claims by the Customer for damages due to delayed performance are excluded – unless the delayed performance was caused by us through gross negligence or intentionally. Furthermore, the Customer's right to withdraw from the contract in the case of orders for goods produced to customer specifications is excluded if the goods are already in the manufacturing process.
6.3. The Customer is obliged to accept the goods immediately upon notification of their availability and to confirm receipt. In the event of a delay in acceptance, the Customer shall, without prejudice to any other rights, be liable for storage costs and must reimburse all costs arising from the delay in acceptance. This applies to consumers only if the delay in acceptance is culpable.
6.4. Withdrawal by a Customer who is an entrepreneur from the contract on grounds of delivery delay is only possible upon setting a reasonable grace period of at least 4 weeks. Withdrawal must be declared by registered letter. The right of withdrawal applies only to the delivery or performance component in respect of which the delay exists. The statutory consequences of default apply to consumers.
6.5. Where partial deliveries are possible, we may, at our discretion, also deliver in parts. Each partial delivery may be invoiced by us separately.
6.6. Delivery obligations and delivery periods are suspended for as long as the Customer is in arrears with a payment or fails to perform an action necessary for the fulfilment of an order.
6.7. Any amendment to an order, provided we consent to it, will result in a change to the original non-binding delivery date.
In the case of self-collection by the Customer or by third parties commissioned by them (in particular freight forwarders), the Customer must ensure that the vehicle provided by them and the cargo securing equipment are suitable for the lawful loading of the ordered goods. Should lawful loading of the vehicle provided by the Customer not be possible, or should the necessary cargo securing equipment be insufficient, we or the supplier are entitled to refuse loading and to charge the Customer for the costs incurred by us. Refusal of loading for the aforementioned reasons does not release the Customer from the obligation to collect the goods.
7. SHIPPING
7.1. Where the Customer is a consumer, the choice of carrier is made by us at our best discretion, but without guarantee of selecting the fastest or cheapest shipping option. Upon dispatch of the goods, the risk of loss or damage passes to the consumer only when the goods are delivered to the consumer or to a third party designated by the consumer who is not the carrier. However, if the consumer has concluded the transport contract themselves or has collected the goods, the risk passes upon handover of the goods to the consumer.
7.2. Where the Customer is an entrepreneur and no specific shipping instructions were given with the order, transportation will be arranged at our best discretion but without any responsibility for selecting the cheapest freight option. Shipment is in all cases – including freight-free deliveries – at the Customer's risk.
8. RETENTION OF TITLE
8.1. Delivered goods remain our property until full payment of the outstanding claim. An extended retention of title is agreed with entrepreneurs. In this context, the delivered goods remain our sole property until full payment of our total claim. The total claim comprises both our claim arising from the delivery of the goods and from the delivery of other goods or from other legal grounds, such as a current account relationship.
8.2. The retention of title ceases only upon settlement of our claims by the Customer.
8.3. If the Customer falls into arrears with payments, we are entitled at any time, even without withdrawing from the contract, to demand return of the goods. Bringing an action for the purchase price or a partial amount does not affect our retention of title. For as long as our retention of title exists, we are in any case also entitled to withdraw from the contract.
8.4. In the event of withdrawal from the contract by an entrepreneur, the Customer will only receive a credit for the returned goods equal to the current market value of the goods at the time of return, less any handling costs, transport costs, and other disadvantages incurred by us as a result of the withdrawal, including lost profit. This does not apply to goods produced to customer specifications. Furthermore, this applies to consumers only if they withdraw from the contract culpably and without justification, thereby causing disadvantages.
8.5. For as long as our retention of title remains in force, the Customer may only dispose of the goods with our prior written consent. In the event of disposal of the goods, we automatically acquire all claims and rights to which the Customer is entitled as a result of the disposal, and the Customer hereby assigns to Frankstahl all claims that will arise for the Customer from the resale of the goods.
8.6. In the event of mixing or processing of the goods, all resulting co-ownership rights shall accrue to us in place of the Customer.
8.7. The Customer must notify us immediately if the delivered goods are subject to any enforcement action or other claims by third parties.
8.8. If the Customer, being an entrepreneur, fails to pay the purchase price including stated VAT shown in an invoice issued to them by the agreed due date, the Customer must secure our outstanding claim by granting, at our choice, an adequate lien over a property owned by the Customer, over items of tangible fixed assets, over the Customer's shareholdings in third-party companies, over items of inventory, over bank balances at domestic credit institutions, or over unconditional claims arising from contractual deliveries and services rendered to creditworthy customers, in each case up to the amount of the outstanding purchase price claim. This does not apply to consumers.
9. EXCLUSION OF ASSIGNMENT OF RIGHTS
Any assignment of rights arising from the delivery contract to third parties is invalid without our written consent.
10. RIGHT OF WITHDRAWAL FOR CONSUMERS
10.1. If the Customer is a consumer and the contract was concluded online (via the website www.thesteel.com) or otherwise by means of distance communication (by telephone/post/e-mail/fax), they have the right to withdraw from this contract within fourteen days without giving reasons.
10.2. The withdrawal period is fourteen days:
• from the day (in the case of a sales contract) on which the Customer or a third party designated by the Customer, other than the carrier, took possession of the goods; or
• from the day (in the case of a contract covering several goods which the Customer ordered as part of a single order and which are delivered separately) on which the Customer or a third party designated by the Customer, other than the carrier, took possession of the last item of goods; or
• from the day (in the case of a contract for the delivery of goods in several partial shipments or pieces) on which the Customer or a third party designated by the Customer, other than the carrier, took possession of the last partial shipment or piece.
10.3. To exercise the right of withdrawal, the Customer must notify us of their decision to withdraw from the contract by means of a clear declaration (e.g. a letter sent by post or an e-mail) to office@frankstahl.com or to FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H., Frankstahlstraße 2, A-2353 Guntramsdorf. The Customer may use the model withdrawal form below for this purpose, although this is not mandatory.
10.4. To meet the withdrawal deadline, it is sufficient for the Customer to send the notification of the exercise of the right of withdrawal before the withdrawal period has expired.
10.5. If the Customer withdraws from the contract, we shall reimburse all payments received from the Customer, including delivery costs (with the exception of additional costs arising from the Customer having chosen a type of delivery other than the cheapest standard delivery offered by us), promptly and no later than fourteen days from the day on which we received the notification of the withdrawal. For this refund we will use the same payment method that the Customer used for the original transaction, unless expressly agreed otherwise; in no event will the Customer be charged any fees in connection with this refund.
10.6. We may withhold the refund until we have received the goods back, or until the Customer has provided proof that the goods have been returned, whichever is the earlier. The Customer must return or hand over the goods to FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H., Frankstahlstraße 2, A-2353 Guntramsdorf promptly and in any event no later than fourteen days from the day on which the Customer informed us of the withdrawal from this contract. The deadline is met if the Customer dispatches the goods before the fourteen-day period has expired. The Customer shall bear the direct costs of returning the goods. For goods which, by their nature, cannot normally be returned by post, the direct costs of return are estimated at a maximum of approximately EUR 180.-- per shipment. The Customer is only required to compensate for any diminution in value of the goods if this diminution in value is attributable to handling of the goods that was not necessary for testing the nature, characteristics and functioning of the goods.
10.7. Model Withdrawal Form
(If you wish to withdraw from the contract, please complete this form and return it)
To FRANKSTAHL Rohr- und Stahlhandelsgesellschaft m.b.H., Frankstahlstraße 2, A-2353 Guntramsdorf, Fax: +43/5/0503-501, E-Mail: office@frankstahl.com:
- I/We (*) hereby give notice of withdrawal from my/our (*) contract concluded with order number: ______
- for the purchase of the following goods (order item: ______ ) (*) / for the provision of the following services (*)
- Ordered on (*) / received on (*)
- Name of the consumer(s)
- Address of the consumer(s)
- Signature of the consumer(s) (only for notification on paper)
- Date
_____________________
(*) Delete as applicable
11. WARRANTY
11.1. Where the Customer is a consumer, the statutory warranty provisions apply. The warranty period is two years from handover of the goods. The limitation period is two years and three months after handover.
11.2. Where the Customer is an entrepreneur, warranty claims become time-barred six months after handover. In addition, the Customer must inspect the goods immediately upon acceptance or arrival at the destination. Any defects identified must be reported to us in writing with a description of the defect, equally promptly and no later than 7 days after acceptance or arrival at the destination. Hidden defects must be reported to us in writing immediately upon discovery by the Customer. In the event of failure to give such notice, Section 377 of the Austrian Commercial Code (UGB) applies.
11.3. In the event of a timely and justified notice of defects, we will provide the Customer, if they are an entrepreneur, at our discretion, with a credit note or free-of-charge replacement upon return of the defective goods. The right to rescind the contract is excluded. The possibility of special recourse pursuant to Section 933b of the Austrian Civil Code (ABGB) after expiry of the warranty period is excluded. The presumption rule of Section 924 ABGB is excluded.
11.4. If a notice of defect is not raised by customers who are entrepreneurs, or is not raised in time, the goods shall be deemed approved and accepted, whereby the assertion of warranty claims, damages claims, and the right to contest the contract on grounds of mistake due to defects is excluded.
11.5. Frankstahl delivers within the scope of the standards and specifications stated in its documentation. Any additional assurances in relation to specific suitability and requirements without exception require the written consent of an authorised representative of Frankstahl. This restriction does not apply to consumers, and the goods must also meet the objectively required characteristics.
12. DAMAGES CLAIMS
12.1. The following applies to entrepreneurs: To the extent permitted by law, we are only liable for intentional or grossly negligent conduct on our part and only for damage caused directly to the product itself. Damages claims, in particular those asserted in lieu of warranty claims, become time-barred within six months of the Customer's knowledge of the damage and the party responsible. Compensation for damage not caused directly to the product itself is excluded. Equally excluded is compensation for consequential damage due to defects – unless caused by us intentionally or through gross negligence – and for financial losses.
If the Customer or any other contractual partner of ours resells the products placed on the market or distributed by us, they are obliged to impose the foregoing provision in full on their buyers and to require these buyers to impose it on all subsequent buyers. The Customer or any other contractual partner of ours shall be liable to us for all losses we suffer should they fail to impose such obligations. Resale is understood to mean any transfer to a further buyer, whether in unprocessed or processed form in the context of the performance of work (e.g. installation into a pipeline or other construction).
We are not liable for damage caused by misuse of the online customer portal or by negligent storage of the Customer's access credentials or failure to maintain their confidentiality. Furthermore, we are not liable for any interruptions or disruptions in connection with the use of the services and functions of the online customer portal. In addition, all limitations of liability under the E-Commerce Act (BGBl. I No. 152/2001 as amended) apply.
We are further not liable for advertising statements made by our upstream suppliers (e.g. sub-suppliers, manufacturers).
12.2. The following applies to consumers: We are only liable for intentional and grossly negligent conduct on our part, for damage under the Product Liability Act, and for personal injury. We are additionally liable to consumers for damages arising from the breach of material contractual obligations. Consumers may assert their damages claims as provided for by law.
12.3. The Customer undertakes, when using the online customer portal, to comply with these T&Cs and the relevant statutory provisions, and not to misuse the online customer portal. If the Customer breaches this obligation, they shall indemnify and hold us harmless in this regard.
13. PROHIBITION OF SET-OFF
13.1. Where customers are consumers, set-off of counterclaims against our claims is only permitted in the event of our insolvency, and for counterclaims that are legally connected to our claim, that have been established by a court, or that have been acknowledged by us.
13.2. Where customers are entrepreneurs, set-off of counterclaims against our claims is not permitted, unless we expressly acknowledge such a set-off in writing with specification of the amount in the individual case.
14. DATA PROTECTION AND DATA SECURITY
14.1. Frankstahl complies with the GDPR and applicable data protection laws when processing the Customer's data.
14.2. The Customer grants Frankstahl the right to access data generated in connection with use of the platform and to aggregate, pseudonymise and/or anonymise such data ("aggregated data"). Frankstahl is entitled to use the aggregated data generated for the following purposes:
• Optimisation and further development of the platform and the services offered,
• Improvement, training and further development of analysis and pricing mechanisms,
• Preparation of analyses, benchmarks and statistical evaluations,
• Quality assurance and internal business processes.
15. FORCE MAJEURE
15.1. Force majeure, natural disasters, epidemics, or pandemics (e.g. Corona/Covid-19, SARS, MERS, etc.), as well as other circumstances beyond our control that prevent performance of the contract, are in no case our responsibility and release us from our delivery obligation. This applies in particular if delivery is not possible due to official orders aimed at combating epidemics or pandemics (e.g. quarantine, area lockdowns or other public health measures) and their consequences.
15.2. Changes in the creditworthiness of the Customer, being an entrepreneur, which jeopardise the fulfilment of obligations towards us, entitle us to withdraw from the contract or to demand advance payment or security. In this case, the Customer shall be liable for the costs incurred by us in connection with the order placed. Damages claims by the Customer on these grounds are excluded. This does not apply to consumers.
16. TERMINATION OF USE OF THE ONLINE CUSTOMER PORTAL
The online customer portal is operated until further notice; we are entitled to discontinue access to the online customer portal at any time in general, but will inform our customers in advance. The obligation to fulfil existing contracts remains unaffected.
17. APPLICABLE LAW, PLACE OF PERFORMANCE AND JURISDICTION
17.1. These T&Cs and all agreements concluded with us are subject exclusively to Austrian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law. The place of performance for delivery and payment is Vienna. For consumers, this choice of law applies only to the extent that mandatory provisions of the law of the state in which they have their habitual residence are not displaced.
17.2. Exclusive jurisdiction for all disputes arising from the contractual relationship lies with the competent court for Vienna Inner City (Wien Innere Stadt). This applies only where the Customer is an entrepreneur and in the case of consumers who, at the time of bringing an action, neither reside nor have their habitual residence in Austria and are not employed in Austria.
17.3. If the Customer is a consumer and the contract was concluded online (via the website www.thesteel.com) or otherwise by means of distance communication (by telephone/post/e-mail/fax), the Customer may, in the event of a dispute, contact the Internet Ombudsman as a legally recognised dispute resolution body under the Alternative Dispute Resolution Act (AStG). The Customer may initiate proceedings at www.ombudsstelle.at or, in the event of complaints about online orders, contact Frankstahl directly at office@frankstahl.at. Consumer proceedings may also be initiated via the ODR platform at www.ec.europa.eu/consumers/odr.
18. FINAL PROVISIONS
18.1. Amendments, additions and ancillary agreements to these T&Cs require written form to be effective. This also applies to any agreement to waive this requirement of written form.
18.2. The following applies to entrepreneurs, but not to consumers: If individual provisions of these T&Cs are invalid, this does not affect the validity of the remaining provisions of these T&Cs or of the contract. The invalid or inadmissible provision shall be replaced, in the sense of the principle of favour (geltungserhaltende Reduktion), by a provision that comes closest to its meaning and economic purpose. This rule applies mutatis mutandis to any gaps in the contract.
18.3. In the event of any conflict between these T&Cs and any deviating written agreements between the contracting parties, the provisions of the deviating agreements shall prevail.
