General Terms and Conditions for the Sale and Delivery of Goods and Services through Raps GmbH

1. General

1.1 These General Terms and Conditions apply to all our business relationships with our customers (hereinafter referred to as “Buyer”). They only apply if the Buyer is an entrepreneur within the meaning of §§ 1 - 3 of the Austrian Commercial Code.
1.2 These General Terms and Conditions shall apply exclusively to all offers and contracts for the delivery of goods and services by RAPS GmbH (hereinafter also referred to as “Seller” or “we” / “us”), in ongoing and future business relationships. Deviations from these terms and conditions are only binding for us if we have expressly agreed to their application in text form (“text form”, meaning in these General Terms and Conditions either in writing or via e-mail).
1.3 We expressly reject the Buyer's terms and conditions of business and purchase. They are only binding on us if we have expressly agreed to them in text form. This requirement of consent applies in all cases, for example even if the Buyer refers to its general terms and conditions in the context of the order and we do not expressly object to this.
1.4 Insofar as these Terms and Conditions of Sale and Delivery stipulate a requirement for the text form, this requirement for text form can only be waived expressly in text form. This does not apply to ancillary agreements individually agreed between the parties upon conclusion of the contract.
1.5 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply in addition to these General Terms and Conditions, insofar as they are not changed or explicitly excluded in these General Terms and Conditions.

2. Offers; Conclusion of Contract

2.1 Our offers, being only invitations to a Buyer to place an offer, are subject to change and are non-binding, i.e. we may revoke offers until they are accepted by us; we reserve the right to a prior sale to a third party. Acceptance of an offer of a Buyer may be declared by us either in text form or by delivery of the goods to the Buyer.
2.2 Our sales representatives are not authorised to enter into agreements of any kind. These require our confirmation in text form to be valid.
2.3 Samples and models are considered approximate illustrations of quality, dimensions, colour, packaging and presentation. These characteristics are not guaranteed; errors and misprints at reproductions, wordings and prices are reserved.

3. Delivery Period, Delivery

3.1 The delivery period shall commence at the earliest at the end of the day on which our order confirmation is received by the Buyer.
3.2 The Buyer may not refuse to accept deliveries due to minor defects.
3.3 The agreed quantities are approximate quantities, which entitle the Seller to deliver up to 10% more or less than the agreed quantity. The weight at dispatch is decisive. The Seller is only liable for weight loss during transport under the conditions specified in clause 8.
3.4 Events of force majeure release the Seller from the obligation to deliver on time. If the Seller and the Buyer cannot agree on a new binding delivery date, the Buyer is entitled to its statutory rights. The same applies if events of force majeure occur at one of the Seller's subcontractors. In all these cases, the Seller shall be entitled to withdraw from the contract. Events of force majeure include, in particular, strike, lockout, other unforeseeable operational disruptions, unavoidable shortages of raw materials, lock downs, pandemics, war, terrorism and other events for which the Seller is not responsible.
3.5 Deliveries shall be made ex works or ex warehouse at the Seller's discretion. At the Buyer's request and expense, the goods shall be shipped to another destination (sale by delivery). Unless otherwise contractually agreed, we may determine the type of shipment (packaging, shipping route, transport company) ourselves.
3.6 For orders with a value of less than EUR 75 (excluding VAT), we charge a minimum order surcharge of EUR 6.95 (plus VAT).

4. Transfer of Risk, Default of Acceptance; Returnable Containers

4.1 The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon delivery of the goods to the Buyer. In the case of a sale by delivery, the risk of accidental loss of the goods, accidental deterioration of the goods and the risk of delay shall already pass to the Buyer upon delivery of the goods to the forwarding agent, the carrier or any other person or institution designated to carry out the shipment. The handover of the goods shall be deemed to have taken place if the Buyer is in default of acceptance.
4.2 If the Buyer is in default of acceptance, fails to perform an act of cooperation owed or incumbent upon him, or if our delivery is delayed for other reasons for which the Buyer is responsible, we shall be entitled to demand compensation for the resulting damage, including additional expenses (e.g. storage costs). For this claim for damages, we shall charge a lump-sum compensation of 0.05% of the agreed net purchase price per calendar day (“Lump-Sum Compensation”), beginning with the expiry of the delivery period or, in the absence of a delivery period, with the receipt of the notification by the Buyer that the goods are ready for dispatch.
4.3 Instead of the Lump-Sum Compensation, we shall be entitled to claim the actual damage incurred. Our statutory claims (in particular compensation for additional expenses, reasonable compensation, termination) shall remain unaffected in any case; the Lump-Sum Compensation shall be offset against further monetary claims. The Buyer shall be entitled to prove that we have incurred no damage at all or only significantly less damage than the amount of the Lump-Sum Compensation. The Lump-Sum Compensation shall be limited to the purchase price (excluding VAT).
4.4 Pallet cages, containers or similar transport packaging (returnable containers) provided on loan remain the property of the Seller and must be returned to the Seller in proper condition at the Buyer's expense and risk within a reasonable period of time after delivery (within 21 days at the latest). The Buyer is liable for damage to or loss of the returnable containers. If they are not returned, they will be charged at their current market value.

5. Prices and Terms of Payment

5.1 The prices quoted by us are ex works resp.  ex warehouse, including packaging, plus the applicable statutory value added tax in the specified currency and any shipping costs incurred.
5.2 If the Buyer wishes to have the goods shipped to another destination (sale by delivery), the Buyer shall bear the transport costs ex works resp. ex warehouse and the costs of any transport insurance requested by the Buyer. Any public charges (fees, contributions and taxes, including customs duties) shall be borne by the Buyer.
5.3 We fulfil our obligations as producer and distributor in accordance with the Austrian Packaging Directive.
5.4 The invoice amount is due upon conclusion of the contract and is payable without deduction within 30 days from the date of our invoice, in the currency as stated in the invoice (decisive is the date on which the amount is credited to our account).
5.5 Any complaints regarding the invoice must be communicated to us in text form without delay. If no complaints are raised by the Buyer, the invoice shall be deemed accepted 30 days after the invoice date. The Seller shall specifically inform the Buyer of this in each invoice. Any agreed payment period shall commence on the invoice date.

6. Right of Retention, Set-Off

6.1 The Buyer shall only be entitled to rights of set-off and retention if its claim is undisputed or has been legally established. These restrictions shall not apply to rights of set-off and retention based on defects of the delivered goods.
6.2 Bonuses and refunds shall only be paid to the Buyer if the Seller itself has no outstanding claims against the Buyer. In the event that such claims exist, they shall be offset in the form of a set-off.

7. Buyer’s Claims because of Defects

7.1 Statements about the conformity of the goods with provisions of any kind and recommendations for goods made by the Seller or its vicarious agents, as well as product descriptions by the Seller or manufacturer, do not constitute a guarantee.
7.2 Claims for defects shall not exist in the case of only insignificant deviations from the agreed quality or in the case of customary commercial shrinkage.
7.3 Buyer is subject to the complaint obligations pursuant to §§ 377, 378 Austrian Commercial Code. The Buyer must submit such complaints on defects in text form, to be received by us within 10 days of receipt of the goods at their destination. Hidden defects can only be asserted within a reasonable period of time and depending on the nature of the goods. They must be reported to the Seller immediately after discovery, at the latest within 7 working days.
7.4 If the delivered item is defective, we may initially choose whether to provide subsequent fulfilment by remedying the defect or by delivering a defect-free good free of charge, provided that the cause of the defect already existed at the time of transfer of risk. If Seller’s subsequent performance fails, the Buyer may - without prejudice to any claims for damages pursuant to clause 8 - withdraw from the contract or reduce the purchase price. Further claims by the Buyer are excluded.
7.5 In lieu of having the defect remedied or having a defect-free good delivered, the Seller may, at its discretion, compensate the Buyer for the reduced value.
7.6 Goods will only be accepted for return if warranty rights entitling the Buyer to return the goods are validly asserted. The returned goods must be undamaged upon delivery to us - apart from the claimed defect - and must have a shelf life of at least four months from the date of return, as indicated by the best-before date on the respective good. This does not apply if it leads to an impermissible shortening of the limitation period for claims.
7.7 The Seller is not obliged to check and guarantee whether or that the goods are subject to third-party property rights, including industrial property rights, abroad. If the Buyer exports the goods to areas outside Austria, the Seller accepts no liability if the goods infringe third-party property rights, unless the purchase contract expressly provides for the export of the goods to certain countries by the Buyer. The Buyer shall be obliged to compensate the Seller for any damage caused by the export of goods that the Seller did not expressly deliver for the purpose of export.

8. Other Liability

Claims for damages by the Buyer, regardless of their legal basis, are excluded. This does not apply (a) to liability under the provisions of the Austrian Product Liability Act, (b) in cases of intent and gross negligence, (c) to damage resulting from injury to life, body or health, (d) in the event of fraudulent concealment of a defect and in the event of the assumption of a guarantee for the quality of the goods, and (e) for damages resulting from the breach of an essential contractual obligation (an obligation whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the contractual partner regularly relies and may rely), whereby in the latter case our liability shall be limited to compensation for the foreseeable, typically occurring damage. The above provisions do not imply any change in the burden of proof.

9. Limitation Period

Claims for warranty for defects and claims for damages on other legal grounds shall become time-barred 12 months after the start of the statutory limitation period. This period shall not apply if the law mandatorily prescribes longer periods, e.g. in the case of claims for damages under the Austrian Product Liability Act and in the cases of mandatory liability referred to in clause 8.

10. Retention of Title

10.1 We retain title to the delivered goods until all of our current and future claims arising from the purchase contract and an ongoing business relationship (secured claims), including all balance claims from current accounts, have been paid in full. If the Buyer acts in breach of contract, in particular if the Buyer is in default of payment of a claim for payment, we shall be entitled to withdraw from the contract after setting a reasonable deadline for performance. If we take back the goods subject to retention of title, this shall already constitute a withdrawal from the contract. The Buyer shall bear the transport costs incurred for the return. Seizure of the goods subject to retention of title shall also constitute withdrawal from the contract. We may sell goods subject to retention of title that we have taken back. The proceeds of the sale shall be offset against the amounts owed to us by the Buyer, after we have deducted a reasonable amount for the costs incurred.
10.2 As long as ownership has not yet been transferred to the Buyer, the Buyer is obliged to treat the goods with care.
10.3 The Buyer is entitled to use the goods subject to retention of title and to sell them in the ordinary course of business as long as the Buyer is not in default of payment. However, the Buyer may not pledge the goods subject to retention of title or assign them as security. The Buyer hereby assigns to us in full, by way of security, all claims for payment against the customers of Buyer arising from the resale of the goods subject to retention of title, as well as all claims of the Buyer relating to the goods subject to retention of title which arise against the customers of Buyer or third parties on any other legal grounds (in particular claims arising from tort and claims for insurance benefits), including all balance claims from current accounts, by way of security. We hereby accept this assignment.
10.4 The Buyer may collect these claims assigned to us as security on its own account in its own name for us, as long as we do not revoke this authorisation. Our right to collect these claims ourselves remains unaffected; however, as a rule, we will not assert the claims ourselves and will not revoke the authorisation to collect as long as the Buyer duly meets its payment obligations.
10.5 However, if the Buyer acts in breach of contract, in particular if the Buyer is in default with the payment of a claim for remuneration, we may demand that the Buyer informs us of the assigned claims and the respective debtors, notifies the respective debtors of the assignment and hands over to us all documents and provides us with all information we require in order to assert the claims. We are entitled to inform the respective debtors ourselves about the assignment by way of security.
10.6 The products of our goods resulting from combination, mixing or processing are subject to retention of title at their full value, whereby we are considered being the manufacturer. In the event that the property rights of third parties remain in force in the event of combination, mixing or processing with the goods of third parties, we shall acquire co-ownership in proportion to the invoice values of the combined, mixed or processed goods. In all other respects, the same shall apply to the new item created by processing as to the goods subject to retention of title.
10.7 In the event of seizure of the goods subject to retention of title by third parties or other interventions by third parties, the Buyer must without undue delay point out our ownership and notify us in writing so that we can enforce our property rights. If the third party does not reimburse us for the judicial or extrajudicial costs incurred by us in this connection after a deadline has been set, the Buyer shall be liable for these costs.

11. Additional Terms and Conditions of Sale and Delivery for Sausage Casings

11.1 The Seller uses sausage casings from reputable manufacturers. We only assume a warranty for the sausage casings to the extent that we are entitled to statutory warranty claims against the respective manufacturer and only within the statutory periods. Any further liability is expressly excluded.
11.2 Print motifs designed by us or a member of the Raps group are our intellectual property and require our written consent for use by Buyers or third parties. If printing documents are provided to us by the Buyer or if we have to comply with specifications provided by the Buyer, we shall not be liable for any conflicts with third-party rights or in the event of a violation of food law regulations due to the design of the motif or text; the Buyer shall indemnify us against any corresponding claims.
11.3 Sausage casings printed or manufactured as special orders, i.e. orders according to customer requirements, may not be returned or exchanged, except in the case of justified quality defects. In the case of special orders, no complaint may be made for rejects due to defects of up to 3%. Minor colour deviations from the designs are possible and not unusual, therefore complaints in this regard are excluded. The Buyer undertakes to accept partial deliveries for special orders. The order shall also be deemed fulfilled in the event of short or excess quantities of up to 15%.

12. Place of Performance and Jurisdiction

12.1 The place of performance for the contractual obligations of both parties and the exclusive place of jurisdiction for all disputes arising from and in connection with the contractual relationship is the corporate seat of the Seller.
12.2 The Seller may also sue the Buyer at the Buyer's corporate seat.

13. Special Provisions for Sales in the Online Shop

13.1 For all offers and contracts for the delivery of goods and services made or concluded in an online shop operated by the Seller (electronic commerce), the provisions of this clause 13 shall apply in addition to the terms and conditions contained in clauses 1 to 12 and 14. Insofar as the terms and conditions contained in this clause 13 contradict individual terms and conditions in other clauses, the terms and conditions contained in this clause 13 shall take precedence for offers and contracts in the online shop (electronic commerce).
13.2 The presentation and advertising of items in our online shop do not constitute a binding offer to conclude a purchase contract, but serve to submit a binding offer to conclude a corresponding contract by the Buyer.
13.3 By submitting an order via the online shop by clicking on the ‘Place order’ button, the buyer makes a legally binding offer to conclude a corresponding contract. Unless otherwise stated in the offer, we are entitled to accept the contract offer within two weeks of receiving it. During this period, the Buyer remains bound to its offer.
13.4 We shall immediately confirm receipt of the offer to the Buyer by e-mail. Such a confirmation e-mail does not constitute a binding acceptance of the offer unless it also declares acceptance in addition to confirming receipt.
13.5 We may declare our acceptance of the contract offer either in text form (e.g. by means of an order confirmation) or by delivering the goods to the Buyer respectively providing the service.
13.6 If it is not possible to deliver the goods ordered by the Buyer or to provide the service, for example because the goods are not in stock, we will refrain from declaring acceptance. In this case, no contract will be concluded. We will inform the Buyer immediately and refund any payments already received without delay.
13.7 The Buyer may transfer the purchase price and shipping costs to our account specified in the online shop, grant us a direct debit authorisation, pay by credit card or via a payment service provider commissioned by us (e.g. PayPal). In the case of a direct debit authorisation or payment by credit card, we will debit the Buyer's account at the earliest on the day we receive the order. A direct debit authorisation granted shall also apply to further orders placed by the Buyer until revoked. In the case of a bank transfer, we shall only provide the contractually owed service after the transfer amount has been credited to our account. In the case of payment via a payment service provider or by credit card, the terms and conditions of the respective payment service provider shall apply in addition.
13.8 Orders placed via our online shop and any resulting communication shall be conducted exclusively in German.
13.9 Costs incurred as a result of delivery abroad, such as taxes, customs duties, import and export duties, processing fees, money transfer fees, etc., shall be borne by the Buyer. In the event of cancellation by the Buyer, the Buyer shall bear the direct costs of the return shipment.

14. Final Provisions

14.1 The contractual relationship between the Buyer and Seller is subject to Austrian substantive law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the international conflict of law rules.
14.2 Should any of these provisions be partially invalid, incomplete or unenforceable, this shall not affect the validity of the remaining provisions. In such case the parties shall replace respectively complete such provision by valid ones which closely correspond to the intended economic purpose of the invalid, incomplete or unenforceable provision.
14.3 Only the German version of these General Terms and Conditions is authoritative.
 

Status: March 2026