1 Validity and definitions
These General Terms and Conditions (hereinafter referred to as “GTC”) apply to all deliveries, services and offers, in particular the sale of wall surfaces and decors (hereinafter referred to as “products”) by ORGANOID GmbH, Nesselgarten 422, Top 5, 6500 Fliess (hereinafter referred to as “Organoid”) to contractual partners.
The GTC shall be deemed to have been accepted at the latest upon receipt of the product or service.
Any terms and conditions of the customer that deviate from or conflict with the GTC shall not be recognised unless Organoid has expressly agreed to their validity. Under no circumstances shall the fulfilment of the contract by Organoid be deemed to constitute consent to provisions deviating from these terms and conditions.
The GTC shall also apply to all additional and follow-up orders and other transactions between Organoid and the customer.
These General Terms and Conditions replace all previous terms and conditions.
2. conclusion of contract, attribution of declarations of assistance, cost estimates, characteristics of the delivery item
Organoid’s offers are subject to change and non-binding.
Organoid’s cost estimates, estimates and price quotations are non-binding and provisional; Organoid does not guarantee their accuracy or completeness. Cost estimates are subject to a charge.
Price lists are subject to change and non-binding. Price lists are internal guidelines only and do not constitute offers. All prices are in euros, excluding Austrian VAT (20 %).
The sending of price lists or catalogues does not constitute an offer and does not oblige Organoid to supply the customer at the prices and conditions stated therein. Binding agreements can only be made with the management of Organoid. The contract is only concluded upon acceptance by Organoid in the form of a written order confirmation to the specifications stated therein.
It is agreed that the products only offer the safety and properties that can be expected on the basis of Austrian standards, operating instructions, regulations on the handling of the products (e.g. instructions for use or care) and necessary handling and other information provided. The FAQs (frequently asked questions) on natural surfaces from Organoid attached to the order confirmation are an integral part of the contract.
All products are only available in the specified versions. Information on dimensions, weights, strength, colour, etc. are approximate values. Samples or illustrations are only
binding if they are expressly defined as contractual specifications in individual cases. We reserve the right to make production-related changes and adjustments.
Unless otherwise expressly agreed in writing, only the essential characteristics of the sample or specimen shall be deemed to have been agreed in the case of orders based on samples or specimens. In the absence of any other express written agreement, these characteristics shall be deemed to be the final definition of the obligation to perform in the case of orders based on samples or specimens.
We reserve the right to make technical and other changes within reasonable limits. Changes to the agreed service or deviations are reasonable for the customer if they are minor and objectively justified. In particular, material-related changes, e.g. to dimensions, colours, structure, etc. are deemed to be objectively justified.
3. payment
Unless otherwise agreed, orders are generally subject to 100% advance payment. Unless otherwise agreed, invoices are payable within 8 days of receipt.
If payments are not made on time, Organoid shall charge interest on the outstanding amount from the end of the payment period at a rate of 9.2 percentage points per annum above the base interest rate (§ 456 UGB), unless otherwise agreed.
Payments can only be made with debt-discharging effect by bank transfer to the bank details stated on the invoice. Payments by bill of exchange, cheque or similar will not be accepted.
In the event of default in payment, the customer undertakes to reimburse Organoid for the dunning and collection expenses incurred; these include in particular the costs of a debt collection agency or lawyer engaged and, in the case of self-operated dunning procedures, at least EUR 20.00 net per reminder sent. In addition, any further damage resulting from non-payment shall be reimbursed irrespective of fault for the delay in payment.
The offsetting of the customer’s claims against those of Organoid is excluded, unless the customer’s claims have been recognised by Organoid or have been legally established and are enforceable.
Organoid is entitled to offset the customer’s payments against older debts and will in this case inform the customer of the type of offsetting that has taken place. If costs and interest have already been incurred, Organoid is entitled to offset the payment first against the costs, then against the interest and finally against the principal claim.
If, after conclusion of the contract, Organoid becomes aware of circumstances relating to the customer’s inability to pay or his poor financial situation, Organoid is entitled to invoice all orders immediately, to declare them due and payable and to make further fulfilment dependent on the provision of security by the customer. This also applies in the event that insolvency proceedings are opened against the customer’s assets or an application for the opening of insolvency proceedings is filed.
4. delivery, dispatch, return of the goods
Unless otherwise agreed, delivery will only be made after receipt of payment.
The delivery times in the offers and the concluded contracts are non-binding for Organoid. Fixed dates shall only apply after express written confirmation by Organoid. Organoid reserves the right to fulfil the contract in partial deliveries.
The risk of loss, damage, destruction or delay shall pass to the customer upon handover to the person carrying out the transport (parcel deliverer or carrier) (irrespective of who this person is commissioned by) or handover to the customer (if self-collection by the customer has been agreed). In the event of delays in delivery, Organoid shall inform the customer immediately, if possible, of the reason for the delay and its expected duration.
Organoid is not responsible for delays caused by the person carrying out the transport. If delivery to the customer is not possible for reasons that are not within Organoid’s sphere of responsibility (e.g. absence of the customer despite prior appointment), the customer shall bear the additional costs caused thereby plus a flat-rate handling fee of EUR 20.00.
However, if the reason lies in an unforeseeable delivery failure of Organoid suppliers, Organoid reserves the right to withdraw from the contract – with simultaneous reimbursement of payments already made by the customer.
If Organoid is in default for other reasons, Organoid must be granted a grace period of at least 8 weeks before the customer can declare cancellation of the contract. Claims for damages by the customer in connection with late delivery are excluded in any case.
If the contracting parties have agreed “free delivery” as a delivery condition, this means that Organoid shall organise the transport of the products to the customer. In this case, the customer shall be responsible for unloading the products. The rules governing the transfer of risk and the bearing of costs remain unaffected by the agreement “free delivery”.
In the event of unforeseeable delays in delivery, Organoid is unilaterally entitled to cancel the contract. This applies in particular in the event of force majeure, unforeseen strikes, lockouts or for all cases in which delays are not attributable to Organoid’s fault. Furthermore, Organoid is not responsible for delays in delivery caused by government restrictions on imports, such as foreign exchange controls etc.. In all these cases, any claims by the customer for fulfilment or compensation for non-fulfilment are expressly excluded.
For single orders, the natural surfaces are preferably shipped rolled in a cardboard box and, if required, on a suitable disposable pallet. Orders for several natural surfaces on HPL are dispatched flat on a 3150 x 1400 mm pallet.
The costs of transport shall be borne by the customer.
If the customer has a complaint about the product, he is obliged, at Organoid’s request, to return it to Organoid in the condition in which it was delivered for the purpose of inspection. Otherwise, the customer is only entitled to return the product after obtaining the express written consent of Organoid.
5. acceptance of delivered goods, warranty
The customer is obliged to accept the product. This shall not affect any claims for defects in the product.
Complaints can only be processed on presentation of an invoice for the goods complained about.
5a. Notice of defects
The customer must notify Organoid within fourteen working days of any defects in the goods which it has discovered or should have discovered by inspection in the ordinary course of business after delivery. The defects must be notified in writing, stating their nature and extent.
Defects that are not recognisable despite careful inspection must be reported in writing immediately, but no later than 14 days after they become recognisable. The customer shall be bound by the statutory or agreed warranty period.
The customer shall bear the full burden of proof for all claim requirements, in particular for the defect itself, for the time of discovery of the defect and for the timeliness of the notice of defect. If a complaint is not made or not made in good time, the goods shall be deemed to have been approved. A presumption of defectiveness within the meaning of § 924 ABGB is excluded.
The assertion of warranty claims or claims for damages as well as the right to challenge errors due to defects is excluded in these cases. In the event of a defect despite all due care, Organoid’s liability shall be limited to replacing the goods to be returned by the customer with defect-free goods within a reasonable delivery period.
5b. Warranty
The warranty period is 6 months after receipt of the goods. The warranty claim shall lapse if it is not asserted in court within this period. If a warranty claim is asserted, the warranty period is neither interrupted nor is the start of a new warranty period triggered. If the customer makes an unjustified complaint for reasons for which Organoid is not responsible, Organoid is entitled to invoice the costs incurred by Organoid as a result.
The customer is not entitled to rectify the defect himself or have it rectified by a third party, but must first give Organoid the opportunity to rectify or replace the goods within a reasonable period of time. The prior consent of Organoid must be obtained before any return of the goods. Justified complaints do not entitle the customer to withhold the entire invoice amount, but only an appropriate or aliquot part of the invoice amount.
In order to inspect or rectify the defects, the customer must allow Organoid access to the object under warranty on the agreed dates.
The rectification of a defect alleged by the customer or the replacement of the defective product does not constitute an acknowledgement, but is carried out in case of doubt as a gesture of goodwill in the interests of customer satisfaction and without acknowledgement of a legal obligation.
The customer shall grant Organoid at least 2 attempts to rectify the defect.
The customer accepts slight differences in colour shading, etc., which do not reduce the value of the product.
5c. Transport damage
The customer bears the risk of the product being damaged or lost during transport.
In this context, Organoid assigns any claims against the person carrying out or organising the transport or the insurer to the customer.
6 Compensation and liability
Organoid is only liable for intentional and grossly negligent behaviour. No liability exists in the case of slight negligence; in addition, compensation for consequential damage and financial loss, loss of profit, unrealised savings, loss of interest and damage arising from third-party claims against the customer is excluded in any case.
In cases of gross negligence, liability is limited to a maximum of EUR 12,500.00 for an order value of up to EUR 250,000.00 and 5% of the order value for an order value in excess of this, but in all business cases to a maximum of the sum insured of EUR 5,000,000.00 covered by the business liability insurance.
Claims for damages by customers must be asserted in court within 6 months of becoming aware of the damage, otherwise they shall lapse.
If Organoid is liable for damage caused by a defect in accordance with the above provisions, Organoid shall be obliged to rectify the defect, supply a replacement or provide monetary compensation at our discretion. If the repair or replacement delivery fails after a reasonable period of time, the customer may in any case demand monetary compensation.
Liability for damages resulting from injury to life, limb or health remains unaffected by the above limitations of liability.
7 Retention of title and security
All delivered products remain the exclusive property of Organoid until full payment of the agreed remuneration including interest, reminder and other collection costs.
The customer is obliged to treat the products with care for the duration of the retention of title. If maintenance and inspection work is required, the customer must carry this out regularly at his own expense.
The customer must inform Organoid immediately in writing of any access by third parties to the products, in particular of any enforcement measures and of any damage to or destruction of the product. The customer must notify Organoid immediately of any change of ownership of the products and of any change of address. The customer shall reimburse Organoid for all damages and costs incurred by a breach of these obligations or by necessary intervention measures against access to the products by third parties.
Irrespective of whether the products supplied by Organoid become a dependent part of a property through installation and separation can only be carried out with uneconomical effort and minor damage to the substance, Organoid is in any case entitled to dismantle the installed materials in the event of a qualified (written grace period of 14 days) and culpable default of payment by the customer, without the customer being entitled to any claims whatsoever. Further claims of Organoid remain unaffected by this.
In addition, the customer assigns all its claims against its customers to Organoid in advance up to the amount specified in the contractual agreement, subject to the proviso that this assignment is initially treated as an “undisclosed assignment”.
In the event that the customer fails to fulfil the obligations arising from a contract with Organoid despite a reminder and a grace period of 3 days, Organoid is entitled to notify the customer’s debtor of the present assignment, so that the latter is obliged to make payments arising from the contractual relationship between the customer and his customer with debt-discharging effect exclusively to a paying agent to be named by Organoid.
The customer hereby declares that his claims against his customers have not already been assigned or pledged by legal pledges, assignments or legal acts of any kind whatsoever.
Organoid hereby declares that it accepts the present assignment.
8 Product liability
The products supplied by Organoid offer those properties and safety features that can be expected on the basis of statutory regulations or regulations on operating, maintenance, installation or care instructions, in particular with regard to prescribed inspections of products. The customer is therefore obliged to comply with the operating, maintenance, installation and care instructions and any claim for damages is excluded in the event of a breach of these obligations.
The customer undertakes to transfer the aforementioned limitations of liability to any of his customers in accordance with § 9 of the Product Liability Act with the obligation to further transfer, should the customer not fulfil this obligation, he undertakes to indemnify and hold Organoid harmless and to reimburse all costs incurred by Organoid in connection with the liability claim. The customer also declares to waive all recourse claims against Organoid in the event that he himself is held liable under the Product Liability Act.
9. rights of third parties
Organoid shall only be liable for third-party rights based on industrial or other intellectual property in accordance with the other provisions of this contract if the property right exists under the law of the country in which the customer has its billing address. Organoid shall only be liable for freedom from third-party rights under the law of other countries if this has been expressly agreed in writing.
Organoid’s obligation under paragraph 1 does not extend to cases in which the infringement arises from the fact that Organoid has used technical drawings, designs, formulae or other information provided by the customer. In this case, the customer shall indemnify and hold Organoid harmless against all third-party claims arising from an alleged or actual infringement.
If a third party claims to the customer that a property right has been infringed, the customer must inform Organoid immediately of all material circumstances.
Unless otherwise stipulated above, warranty claims and claims for damages due to infringement of third-party rights shall be governed by Sections 5 and 6 of these GTC. The customer must give notice of third-party rights in analogous application of the provisions of Section 5.
10. written form requirement
Verbal promises are not valid in business transactions. All agreements, subsequent amendments, supplements, collateral agreements etc. must be made in writing in order to be valid. This also applies to the agreement with which the written form is to be waived.
The contracting parties agree that the following forms of communication fulfil the written form requirement:
a) Letter
b) E-mail
11 Applicable law
The contracting parties agree that Austrian law shall apply, insofar as there are no mandatory statutory provisions to the contrary. The UN Convention on Contracts for the International Sale of Goods and all provisions relating to the UN Convention on Contracts for the International Sale of Goods are expressly excluded.
12. place of jurisdiction
For the resolution of all disputes arising from this contract or these General Terms and Conditions, the competent court at the registered office of Organoid is agreed as the place of jurisdiction. Irrespective of this agreement on the place of jurisdiction, Organoid is entitled, at its discretion, to assert its claims against the customer at any place and before any court which can be made competent according to the statutory provisions, in particular before the court at the customer’s registered office or place of residence.
13. severability clause
Should individual provisions of these General Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. An invalid provision shall be deemed to be replaced by a provision that comes closest to the economic purpose.
14. data protection
The customer expressly agrees that the data required for the business relationship may be computerised, processed and stored by Organoid. The data protection declaration is an integral part of the contract.
15. other
The contractual, ordering and business language is German. The place of fulfilment for all services arising from the contract is the registered office of Organoid in A-6500 Fliess, Nesselgarten 422.
The customer undertakes to strictly observe all care and processing guidelines (FAQs) and safety regulations provided to him.
The customer acknowledges that, in accordance with the Closed Substance Cycle and Waste Management Act, residues are categorised as “other hardened plastic waste”.
Fliess, May 2025
The General Terms and Conditions of ORGANOID GmbH can be downloaded here as a PDF file: