GENERAL TERMS AND CONDITIONS

1. scope and validity

These "General Terms and Conditions" shall apply to all deliveries and, mutatis mutandis, to all services of the Seller, unless the contracting parties have expressly agreed otherwise in writing. All offers of the Seller are without engagement. All orders and agreements as well as any amendments or supplements thereto shall only be legally binding for the Seller if they are confirmed in writing, signed by the Seller or executed by the Seller. The Buyer's terms and conditions of purchase shall only apply if they do not contradict the Seller's "General Terms and Conditions of Sale" or if they have been expressly accepted by the Seller in writing prior to the placing of the order.

2. prices

Unless expressly agreed otherwise, all prices are ex works, excluding packaging and loading. The value added tax in the respective legal amount as well as any other taxes, fees, customs duties and other charges at the time of delivery/service shall be borne by the Buyer and shall be invoiced to him additionally. The same applies to packaging costs, freight costs and the costs of transport insurance.

3. delivery period

Unless otherwise expressly agreed, delivery periods and dates shall always be deemed to be approximate. An underrun or overrun of up to four weeks shall in any case still be deemed to be on time. Compliance with the delivery dates and delivery periods shall further depend on compliance with the contractual obligations to be fulfilled by the Buyer, such as payment terms and other conditions. Regardless of the agreed method of shipment, delivery of the goods shall be deemed to have taken place upon handover to the first carrier by the Seller or its subcontractor. In the event of a delay in acceptance or postponement of delivery requested or caused by the Buyer, delivery and thus the transfer of risk shall be deemed to have been effected upon notification that the goods are ready for dispatch. At this point in time, the risk of damage, loss or destruction of the goods is transferred to the buyer, irrespective of the agreed delivery condition. In accordance with the period of delay to be expected at this point in time, the storage or interim storage of the goods shall be carried out by the Seller in an appropriate manner. Loading and transport of the goods shall in all cases be at the risk of the Buyer, irrespective of the agreed price and even if the transport is carried out or arranged by the Seller.

4. payment

In the absence of any other agreement, the agreed price shall be payable upon delivery or upon making the goods available or notification of readiness for shipment in accordance with clause 4) against Seller's invoice without any deduction in the agreed currency to one of the accounts specified by Seller within 30 days. The date of payment shall be deemed to be the date of receipt of payment in full on the Seller's account. Checks and bills of exchange are accepted by the seller only after separate agreement on account of payment. Associated fees and expenses of any kind shall be borne by the Buyer. The Buyer shall not be entitled to set off or withhold payments due on account of warranty claims or other counterclaims.

If the Buyer is in arrears with a due payment, the Seller may charge the Buyer interest on arrears at a rate of 8% above the 3-month EURIBOR rate at the time of the due date. In addition, the buyer agrees to reimburse all costs incurred by the client for the debt collection, in particular the costs of a licensed collection agency.

5. warranty

The Seller shall be obliged to remedy any defects affecting the usability of the goods within a period of six months from the date of delivery/transfer of risk, provided that such defects are due to material defects or faulty workmanship. The Buyer shall only be entitled to a warranty claim if he has fulfilled all his payment and other contractual obligations. Obvious defects must be reported to the Seller in writing within 14 days of receipt of the goods, hidden defects within 14 days of their discovery. The warranty claim shall be limited to rectification or replacement of the delivered goods within a reasonable period of time or to a reduction of the purchase price, at the Seller's discretion. For those parts of the goods which the Seller has obtained from sub-suppliers, the Seller shall only be liable within the scope of the warranty claims to which he himself is entitled against the sub-suppliers and which can be enforced. Excluded from the warranty are such defects and damages resulting from negligent or improper handling or use of the goods by the Buyer. Seller also makes no warranty that the goods are fit for any particular purpose. Any representations made by the Seller or its representatives as to the fitness of the goods for a particular purpose are always non-binding and do not constitute an express warranty of specific characteristics. The mechanical and physical properties stated in the brochures and leaflets are to be understood as guide values only. The warranty shall expire immediately if attempts are made by the Buyer or third parties to remedy defects in the delivered goods without the written consent of the Seller. The original warranty period is not extended by warranty-related work or deliveries. Claims under the title of warranty can only be made by the buyer himself.

6. repair orders

Repair orders of the buyer the salesman carries out only under exclusion of any adhesion for any success as well as for damage of any kind.

7. reservation of proprietary rights

The seller retains ownership of the delivered goods until full payment of the purchase price. The assertion of the retention of title by the Seller shall not be deemed to be a withdrawal from the contract.

8. force majeure

The occurrence of unforeseeable circumstances or circumstances independent of the will of the parties, in particular all cases of force majeure, shall entitle the Seller to extend the delivery dates and deadlines in accordance with the scope and duration of these circumstances and their consequences without granting the Buyer a right to withdraw from the contract or a claim for damages. However, in the event of such circumstances, the Seller shall also be entitled to cancel the order in whole or in part without the Buyer being entitled to claim damages.

9 Liability and compensation

Any compensation for damages is excluded, unless there is intent or gross negligence on the part of the seller. The liability of the seller is in any case limited to damage caused to the object of delivery itself. The Seller shall therefore not be liable to the Buyer for any personal injury, damage to property not covered by the delivery contract, loss of profit or any other consequential damage whatsoever.

10. final provisions

All legally relevant declarations made by the Buyer to the Seller must be in writing in order to be legally effective. Apart from the powers to which the Seller is entitled by law or by contract, the Seller shall be entitled to withdraw from the supply contract without granting a grace period if bankruptcy or composition proceedings are instituted against the Buyer's assets or preliminary proceedings are instituted pursuant to the Compensation Ordinance, or if a petition in bankruptcy is dismissed for lack of assets to cover costs, or if the Buyer ceases to make payments. The contract as well as all legal relations between Buyer and Seller shall be governed exclusively by Austrian law.

The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (BGBI 1988/96) shall not apply. The provisions of the version of the INCO-Terms (International Rules for the Interpretation of Customary Commercial Terms of the International Chamber of Commerce) valid at the time of conclusion of the contract shall apply, unless the delivery contract or the present General Terms and Conditions of Sale provide otherwise. The exclusive place of jurisdiction for all disputes arising from and in connection with the delivery contract as well as the entire legal relationship between Buyer and Seller shall be the competent court in Vienna, Austria. The Seller shall, however, also be entitled to invoke another court having jurisdiction over the Buyer.