§ 1 Scope

1.1 These trade terms and conditions govern all contracts for the supply of goods between ReedFinder — Péter Rápli, Herbersteinstrasse 4/2076, 8020 Graz, Austria (“ReedFinder”, “we”) and the buyer, where the buyer is an entrepreneur within the meaning of § 1 UGB and buys for their business (“dealer”, “you”).

1.2 We do not supply consumers within the meaning of the Austrian Consumer Protection Act through the trade portal. The KSchG and the Distance and Off-Premises Contracts Act (FAGG) do not apply to contracts under these terms. There is therefore no statutory right of withdrawal, and no voluntary right of withdrawal is granted.

1.3 The consumer terms of the ReedFinder webshop do not apply to orders under these terms.

1.4 Conflicting or supplementary purchasing conditions of the dealer are hereby contradicted. They do not become part of the contract even if we do not object separately or deliver with knowledge of them; they apply only where we have agreed to them expressly and in writing.

1.5 The dealer buys for resale in their own name and for their own account.

§ 2 Conclusion of contract

2.1 The presentation of goods in the trade portal is not a binding offer but an invitation to order.

2.2 By submitting an order in the portal you make a binding offer. You may change and correct your entries in the basket at any time before submitting.

2.3 The contract is concluded only with our order confirmation in text form, or with handover of the goods. Receipt of your order is acknowledged automatically; that acknowledgement is not yet an acceptance. We check every trade order by hand.

2.4 Approval of a trade account is not a supply contract and gives no entitlement to be supplied.

§ 3 Contract language, storage of the contract text

3.1 The contract languages are German and English.

3.2 We store the contract text. You receive the order data and these terms in the version in force at the time of the contract, in text form. Your orders and the version of these terms each was placed under can also be viewed at any time in your trade account.

§ 4 Prices, recommended retail price, confidentiality

4.1 The net prices shown in the trade portal at the time of the order apply, in euro.

4.2 ReedFinder is a small business within the meaning of § 6 (1) no. 27 of the Austrian VAT Act. No VAT is charged and none is shown; the amount stated is the amount payable.

4.3 The RRP shown in the portal is a non-binding recommendation. The dealer sets their resale prices freely and on their own responsibility; no price maintenance exists or is agreed.

4.4 The net purchase prices, discounts and terms granted to you are confidential. They may not be published or passed to third parties, except to advisers and authorities bound to confidentiality. This obligation survives the end of the business relationship.

4.5 Promotional goods — in particular free promotional boxes on a first order — are granted as a one-off gesture. They are not a price reduction, create no entitlement for future orders, and are taken into account if an order is unwound.

§ 5 Payment, default

5.1 Payment is by bank transfer only. No other payment method — card, PayPal, direct debit — is offered in the trade portal, and no payment is ever taken in the portal itself.

5.2 You receive the payment details with our order confirmation (§ 2.3). Unless otherwise agreed in writing we supply against advance payment; the goods are dispatched once payment has been received.

5.3 Individually agreed payment terms and credit limits take precedence over 5.2. Where a payment term has been agreed, the invoice amount is due without deduction within that period from the invoice date.

5.4 In case of default, interest of 9.2 percentage points above the base rate (§ 456 UGB) and the flat-rate collection charge under § 458 UGB fall due. We reserve the right to claim further necessary collection costs.

5.5 In case of default, or where an agreed credit limit is exceeded, we may hold back open orders and make further deliveries conditional on advance payment.

5.6 Set-off is permitted only against undisputed or judicially established counterclaims. A right of retention is available to you only from the same contractual relationship.

§ 6 Delivery and shipping costs

6.1 We deliver within Austria. Deliveries to other countries are made only by separate agreement, with any costs, customs duties and levies stated.

6.2 Shipping costs are € 9.90 net per order. From a net order value of € 299.00 we deliver free of shipping costs. The decisive figure is the net value of the order after your terms have been applied. Shipping costs are shown in the basket before the order is submitted.

6.3 We deliver by carrier only; collection in person and delivery to pick-up stations are not possible.

6.4 Delivery dates are non-binding unless expressly agreed in writing as binding. A requested date given in the portal is a wish, not a commitment.

6.5 Partial deliveries are permitted and reasonable and may be invoiced separately. Shipping costs are charged only once per order.

6.6 We supply subject to correct and timely supply to us. If the goods are not delivered to us through no fault of our own, we may withdraw from the contract; payments already made are refunded without delay.

6.7 Goods are delivered in the manufacturer’s original packaging, unopened and unprocessed by ReedFinder. The measuring, labelling and individual selection of reeds offered in the consumer shop is not part of a trade delivery.

§ 7 Passing of risk, transport damage

7.1 The risk of accidental loss and accidental deterioration passes to you as soon as we have handed the goods to the forwarder, the carrier or the person or institution otherwise designated to carry out the shipment.

7.2 Externally visible transport damage and shortfalls must be noted on the consignment note or delivery receipt on acceptance and reported to us without delay. Keep the packaging until the matter is settled. This is what allows us to pursue claims against the carrier or its insurer.

§ 8 Retention of title

8.1 The delivered goods remain our property until all claims arising from the ongoing business relationship have been settled in full.

8.2 You may resell the goods subject to retention of title in the ordinary course of business. You assign to us in advance the receivables arising from such resale, in the amount of the respective invoice value; we accept that assignment. Pledging or transferring the goods by way of security is not permitted.

8.3 You remain authorised to collect the assigned receivables. If you fail to meet your payment obligations, we may revoke that authority and collect the receivables ourselves.

8.4 If third parties seize the goods subject to retention of title, you must notify us without delay and point out our ownership.

8.5 Where the realisable value of the securities held by us exceeds the outstanding claims by more than 10%, we will release securities of our choice at your request.

§ 9 Inspection and notice of defects (§ 377 UGB)

9.1 You must inspect the goods without delay after acceptance. Obvious defects, wrong deliveries and shortfalls must be notified to us in text form within five working days of acceptance, quoting the order or invoice number and the item complained of.

9.2 Hidden defects must be notified in text form without delay after discovery.

9.3 If notice is not given, the goods count as approved, unless the defect was not detectable on inspection or we concealed it fraudulently.

§ 10 Warranty

10.1 The agreed quality is exclusively our own specification and the manufacturer’s product description included in the contract. We accept no liability for public statements or advertising claims by the manufacturer.

10.2 Natural product: reeds are made from cane. Usual variation in colour, grain and response within one strength, arising from the material and its manufacture, is not a defect.

10.3 The warranty period for newly manufactured goods is twelve months from the passing of risk. The presumption period under § 924 ABGB is shortened to three months.

10.4 Where notice of a defect is justified, we will at our choice repair or replace. If repair or replacement fails, you have your statutory rights.

10.5 The right of recourse under § 933b ABGB remains unaffected.

10.6 Goods complained of are to be returned by arrangement with us. Where the complaint proves justified, we bear the cost of return.

§ 11 Liability

11.1 We are liable without limitation for intent and gross negligence, for injury to life, body or health, for expressly assumed guarantees, and under the Product Liability Act.

11.2 For slight negligence we are liable only for breach of material contractual obligations, and limited in amount to the foreseeable damage typical of this type of contract at the time of conclusion.

11.3 Liability for consequential loss, lost profit, indirect damage and pure economic loss is excluded in cases of slight negligence. Liability under the Product Liability Act towards businesses is excluded to the extent permitted by law.

§ 12 Returns and cancellation

12.1 Goods delivered free of defects and in accordance with the contract are not taken back. A goodwill return requires our prior consent in text form.

12.2 Where we consent, the goods must be returned unopened, in the manufacturer’s undamaged original packaging and in resaleable condition. The dealer bears the cost of return; a reasonable handling deduction is agreed.

12.3 Cancellation of an order already confirmed is possible only by mutual agreement.

§ 13 Advertising material, trademark and image rights

13.1 The advertising material provided in the trade portal — logos, product photography, strength charts, copy — is licensed to you for the duration of the business relationship on a simple, non-exclusive, non-transferable and revocable basis, solely for promoting and reselling goods bought from us.

13.2 Logos and trademarks may not be modified. Registering identical or similar signs, and using them as part of your own company or domain names, is not permitted.

13.3 The licence ends with the business relationship. Printed material already produced may be used up.

13.4 Being named as a trade partner. The dealer agrees that ReedFinder may name them publicly as a trade partner. For that purpose we may publish the company name, logo, address, website and the contact details the dealer has given us for it — in particular in a dealer list, on a dealer map, in the ReedFinder webshop, in newsletters, on social media and in print. Being named is free of charge; there is no entitlement to be named.

13.5 The dealer warrants that it holds the necessary rights in any logo it supplies, and grants ReedFinder the simple, non-exclusive and non-transferable licence needed for the duration of the listing.

13.6 The dealer may object to being named at any time with effect for the future — informally, to info@reedfinder.com. We will then remove the details from the media we operate within a reasonable period. Printed material already produced, and media already supplied to third parties, are unaffected.

§ 14 Product safety

14.1 The dealer acts as a distributor within the meaning of Regulation (EU) 2023/988 on general product safety and must comply with the duties it places on them.

14.2 Warnings, safety and usage information and the manufacturer’s details must be passed on to the end customer. Labels, batch numbers and identification marks must not be removed, covered or made illegible.

14.3 The dealer must ensure traceability and cooperate without delay in corrective measures, recalls or official enquiries, and inform us.

§ 15 Trade account

15.1 The trade account and its credentials are personal to the dealer and not transferable. The dealer keeps them safe and informs us on any suspicion of misuse.

15.2 We may suspend or close an account, in particular in case of payment default, breach of § 4.4 or § 13, or where the dealer ceases to be an entrepreneur. Orders already confirmed are unaffected.

15.3 Approval grants neither exclusivity nor territorial protection nor minimum purchase obligations. ReedFinder is sole distributor for Austria of the AW Reeds 211 “Vienna”; that position is not transferred by the dealer relationship.

§ 16 Data protection

16.1 We process the dealer’s company and contact data to initiate, perform and invoice the contract (Art 6(1)(b) GDPR) and to meet legal obligations, in particular tax retention duties (Art 6(1)(c) GDPR). VAT identification numbers given to us are checked against the European Commission’s VIES system.

16.2 Details are set out in our privacy policy. No processing on the dealer’s behalf takes place.

16.3 Company data of legal persons is not personal data. Where the dealer is a natural person (sole trader), however, and the details published under § 13.4 contain personal data, that publication rests on the consent given at registration (Art 6(1)(a) GDPR). Consent may be withdrawn at any time with effect for the future (§ 13.6); the lawfulness of processing carried out until then is unaffected.

§ 17 Changes to these terms

17.1 Each order is governed by the version of these terms you accepted for that order. Contracts already concluded are unaffected by a later version.

17.2 A new version is announced in the trade portal and put to you for acceptance before your next order. Agreement by mere silence is not agreed.

§ 18 Final provisions

18.1 Austrian law applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

18.2 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the court with subject-matter jurisdiction for Graz, Austria.

18.3 Amendments and side agreements require text form. This also applies to any departure from this form requirement.

18.4 Should a provision of these terms be or become invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by a valid one that comes closest to its economic purpose.

18.5 These terms exist in German and English. In case of discrepancy, only the German version is authoritative.