General Terms and Conditions of Purchase

as of April 2010

 

The following Terms and Conditions of Purchase shall apply to any and all orders placed by us unless deviating provisions are agreed in writing in a given case.

Acceptance of the order will also override any terms and conditions of delivery for the execution of this order which may have been referenced in your order confirmation and which are in conflict with these Terms and Conditions. No separate objection to such terms and conditions of delivery on our part shall be required.

1. Placing of orders

We place all our orders, without exception, by transmitting our order forms bearing our corporate signature.

2. Order confirmation

A duly signed order confirmation has to be issued and sent to us for each order placed by us.

You agree to treat our order as strictly confidential. In the event of any breach of this obligation, we are entitled to revoke the order placed, without prejudice to our rights to claim damages.

3. Prices

The prices agreed have to be repeated in the order confirmation. The prices agreed have to be invoiced in euros.

4. Delivery time

Provided that definite delivery periods have been agreed, the orders placed by us have to be regarded as transactions where time is of the essence (so-called "fixed transactions") as defined in sec. 919 of the (Austrian) "ABGB" (General Civil Code). We therefore reserve the right to make full use of all the legal remedies available to us in the event of default. It is agreed that for each calendar week or fraction of a calendar week of default a penalty in the amount of 1% of the total contract amount, with a cap at 10% of the order total, shall apply, without prejudice to the right to claim damages in excess of such amount.

5. Shipping instructions

Unless otherwise agreed, delivery shall be made freight and packaging paid. Any and all shipping and packaging expenses are deemed included in the sales price. The risk of transportation shall, as a matter of principle, be borne by the sender. If it has been agreed that we shall bear the risk of transportation, the sender of the goods is obligated to submit all claims for compensation on account of loss or reduction of, or damage to, the goods, etc. to the railway company or any other carrier forthwith and to assign such claims to us without delay. Special insurance shall be taken out for consignments of goods if we request such insurance.

6. Packaging

We reserve the right to either keep packaging invoiced to us or send it back and deduct the entire amount charged for it. We do not recognize any charges for wear.

7. Acceptance

The quality and quantity of the delivered goods will be checked in the receiving plant even if receipt of the goods has already been acknowledged by us or the invoice has already been paid. Accordingly, we reserve the right to give notice of any defects of the goods at a later date.

8. Delivery note and invoices

The instructions in respect of delivery notes and in respect of the issuing of invoices as given in the order form have to be complied with in every respect. Any delays caused by non-compliance with these instructions shall be at your expense. The discount periods agreed in Item 9 shall in any case start to run only upon submission of an invoice that is in compliance with the instructions given in the order form.

9. Payment

Unless otherwise agreed in writing, the following payment term shall apply:

We will pay: within 14 days with a 3% discount

 within 60 days without any deductions

10. Liability provisions

In respect of the deliveries made by you, you shall be liable for their unobjectionable design and execution as well as for using the best suited materials, which means that we shall be entitled to place every delivery that fails to comply with these provisions at your disposal at your expense, to demand that they be replaced free of charge, and/or to claim warranty, without prejudice to any right we may have to claim damages.

By accepting the order, you expressly declare that no rights, in particular no protective rights of third parties, attach to the subject matter of the delivery. You assume the obligation to indemnify and hold us harmless from and against any claims that may nevertheless be raised in respect of rights of third parties and to fully compensate us for any related loss suffered by us.

11. Notice of defects

Notice of any defects identifiable by us will be given within a period of 3 weeks. In case of secret defects, the 3-week period shall start when the defect becomes known. In cases where defects of goods become apparent only after the goods in question have been processed and/or installed or incorporated in our products or equipment (such as machines, systems, etc.) and been in use for an extended period of time, the 3-week period shall start upon commencement of use. In this context, you shall bear the costs of sending you the materials objected to and for returning them to us as well as the costs for dismantling and re-installing the materials objected to. You furthermore accept the same warranty obligation also for any goods and components that have been delivered by you but not produced by you.

12. Warranty/Guarantee

In addition to the statutory warranty, you shall guarantee for a term of 2 years that the goods delivered by you are free from defects.

13. Substandard goods

Concerning substandard goods, which shall be returned to you at your cost and risk, we reserve the option of either waiving or insisting on a replacement delivery. Any replacement delivery may be made only on the basis of a replacement order in which the delivery price for the goods is prescribed. Transportation of the replacement goods shall be at your risk and for your account.

14. Execution aids

Designs, models, dies, drawings, printing blocks, tools and other aids shall remain our explicit property of which we may dispose without restrictions at any time. These aids may only be used for executing our orders; they may not be made accessible or yielded to third parties. After the termination of the contract, any and all plans have to be surrendered, irrespective of their form (e.g. paper form or electronic form).

15. Place of performance

Purgstall, Austria, is deemed agreed as the place of performance and payment.

The court having jurisdiction for Purgstall is deemed agreed as the place of jurisdiction. Austrian law shall apply.

16. Retention of title

We do not recognize any retention of title on your part.

17. The application of the UNCITRAL sales law is expressly excluded.