General Terms and Conditions of Sale and Delivery

Informal English translation for convenience. Only the German version is legally binding.

Scope

These Terms and Conditions of Sale and Delivery apply exclusively, and only, to businesses, legal entities under public law, or special funds under public law. We only recognise conflicting terms or terms of the orderer that deviate from our Terms and Conditions of Sale and Delivery if we have expressly agreed to their validity in writing. These sales conditions also apply to all future transactions with the orderer, insofar as they concern legal transactions of a related nature.

Offer and Conclusion of Contract

Insofar as an order is to be regarded as an offer, we may accept it within two weeks.

Prices

In the absence of an express fixed-price agreement, all prices are subject to an increase in the production costs of the goods sold up to the day of delivery; where applicable, a corresponding surcharge will be invoiced. Prices apply only to the agreed quantities; in the case of reduced quantities taken, corresponding price surcharges will be charged.

Shipping

Shipping is carried out for the account and at the risk of the orderer, irrespective of the agreed pricing terms. In all cases where no specific instructions for shipping are given as part of the pricing terms, we will arrange shipping at our best discretion and including transport insurance, at the customer's expense.

Packaging

Prices include standard domestic packaging.

Delivery Dates

No responsibility is assumed for compliance with specific delivery dates. Exceeding or falling short of delivery dates by up to four weeks shall in any case still be considered timely.

Operational restrictions, operational disruptions – which also include shortages of raw materials as well as official measures of any kind affecting the business, operating supplies or production materials – as well as all other cases of force majeure, entitle the seller to suspend delivery in whole or in part and to postpone delivery dates accordingly, without the buyer being entitled to derive any claims whatsoever from this. This applies in particular also to the case that the raw materials purchased by the seller and intended for the performance of the contract are not delivered, not delivered in time, or delivered in a condition unfit for processing.

Warranty and Notice of Defects

Warranty rights of the orderer require that the orderer has properly complied with its inspection and notification obligations owed pursuant to § 377 of the Austrian Commercial Code (Unternehmensgesetzbuch/HGB), whereby defects must be notified in writing within one week of arrival at the destination. Samples represent only an approximate condition of the goods to be delivered; customary trade deviations in the quantity or quality of the delivered goods do not constitute a warranty defect. Furthermore, defect claims are excluded in the case of only insignificant impairment of usability, natural wear and tear, or damage arising after the transfer of risk as a result of faulty or negligent handling, excessive stress, unsuitable operating equipment, defective construction work, unsuitable building ground, or due to particular external influences not provided for under the contract. If the orderer or third parties carry out improper repair work or alterations, no defect claims exist for these or the consequences arising from them either.

All freight costs arising from the remedy of defects and any travel expenses of our personnel shall be borne by the buyer. For those parts of the goods that we have obtained from sub-suppliers, we are only liable within the scope of the warranty claims to which we ourselves are entitled against the sub-suppliers.

Defect claims become time-barred 12 months after delivery of the goods supplied by us to our orderer, unless the law mandatorily prescribes longer periods. Our consent must be obtained prior to any return of goods.

Should the delivered goods, despite all care applied, exhibit a defect that already existed at the time of the transfer of risk, we will, subject to a timely notice of defect, at our discretion either repair the goods or deliver replacement goods. We must always be given the opportunity to remedy the defect within a reasonable period. Recourse claims remain unaffected by the foregoing provision without limitation. If the subsequent performance fails, the orderer may – without prejudice to any claims for damages – withdraw from the contract or reduce the remuneration.

Claims of the orderer for expenses required for the purpose of subsequent performance, in particular transport, travel, labour and material costs, are excluded insofar as the expenses increase because the goods delivered by us have subsequently been moved to a location other than the orderer's place of business, unless such relocation corresponds to their intended use.

Recourse claims of the orderer against us exist only to the extent that the orderer has not entered into agreements with its customer that go beyond the mandatory statutory defect claims. The preceding paragraph applies accordingly to the scope of the orderer's recourse claim against the supplier.

Default Interest

In the event of exceeding payment terms, and without prejudice to the assertion of other rights, default interest of 6% above the discount rate of the Austrian National Bank (Oesterreichische Nationalbank), plus expenses, will be charged from the expiry of the payment term until the payment is credited.

Retention of Title

Goods delivered by us remain our exclusive property until paid for in full. This retention of title also extends to the proceeds from the resale of the goods delivered by us, and such proceeds must be kept separate without being mixed with other means of payment. In the case of an open account, the retained title to all delivered goods serves as security for our balance claim. The processing or working of goods delivered by us that remain our property takes place without any liabilities arising for us as a result. Title to goods arising from such processing or working likewise passes to us until payment of our outstanding claims.

The buyer is entitled, until revoked, to resell the delivered goods in the ordinary course of business. Pledging or transfer by way of security is prohibited. The buyer must notify us immediately of any seizure or other impairment of our rights by third parties. Furthermore, the retention of title to the delivered goods applies until full satisfaction of all our claims, including those arising in the future, from all legal transactions with the buyer.

If the buyer resells the goods delivered by us, in whatever condition, the buyer hereby already assigns to us, until full discharge of all our claims from the supply of goods, the claims arising from such resale against its customers, together with all ancillary rights, by way of payment. At our request, the buyer is obliged to notify the assignment to the third-party debtors and to provide us with the information and documents required to assert our rights against the third-party debtors.

Damages

Without prejudice to the obligation to compensate for damages arising from injury to life, body or health that are based on an intentional or negligent breach of duty by us, any claim for damages is excluded unless intent or gross negligence exists on our part. Our liability is in any case limited to damage occurring to the subject matter of the delivery itself. Subject to mandatory liability under the Austrian Product Liability Act (Produkthaftungsgesetz, PHG), we therefore accept no liability for damages to goods that are not the subject matter of the delivery, nor for consequential damages of any kind.

Prohibition of Set-Off

Any complaints do not entitle the withholding of payments that are due. Likewise, set-off of due payment obligations against counterclaims is excluded. Returns require the seller's consent. The buyer will be charged for costs arising from damage due to improper packaging during return transport.

Debt Collection

No one is authorised to collect debts in our name without special collection authority.

Bills of Exchange and Cheques

These are only accepted following prior agreement and only on account of payment. In the case of bills of exchange, the acceptor must pay the discount, banking and stamp duty expenses incurred by us. Invoices are only considered settled once bills of exchange and cheques given have been paid in full. If due claims are not paid on time, if the buyer stops payments, insolvency proceedings are opened against it, or enforcement measures are taken against it, all outstanding claims become immediately due, regardless of any payment terms granted.

Place of Performance and Jurisdiction

The place of performance for delivery and payment is Mödling, Austria.

The place of jurisdiction for all actions, including actions relating to bills of exchange and cheques, is the competent court in Wiener Neustadt, Austria. However, we are also entitled to sue the buyer at its general place of jurisdiction. The order, as well as all legal relationships resulting therefrom between us and the buyer, are governed exclusively by Austrian law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

Written Form

All agreements made between the parties for the purpose of performing this contract are set out in writing in this contract.

Should individual provisions of this contract be or become invalid, or contain a gap, the remaining provisions shall remain unaffected. Statements made by our employees or representatives regarding the usability of the delivered goods are non-binding and do not constitute an express assurance of particular characteristics.