General Terms and Conditions of sale

as of April 2010

 

1. Prices.

Our prices are without engagement and non-binding and are quoted in the currency stated in the lists or offers, in case of domestic deliveries they are quoted in euros. The prices quoted do not include Value-added Tax. Prices are deemed to apply ex works, packaging unpaid. The prices are based on the costs prevailing at the date of submission of the offer unless otherwise agreed. In the event of changes of wage costs caused by regulations under collective bargaining agreements applicable in the industry or by agreements made within the company or of modifications concerning any other cost centers relevant for costing or concerning any other necessary costs involved in the production of goods and services, such as the costs of materials, energy, transportation, work purchased from third parties, financing, etc., the contractor is entitled to increase or reduce the prices accordingly, provided that the transaction concerned is not a consumer transaction. We reserve the right to charge a markup for small-volume purchases and custom-made products. The price for any intermediate size will be that of the respective next bigger size listed.

2. Terms and conditions of payment.

Unless otherwise agreed, our goods will only be delivered c.o.d. (against reimbursement of costs) or against advance payment net without any discount. The amount has to be transferred to one of our accounts or paid to us directly in cash; our accounts are indicated on our invoices. Offsetting of any counterclaims alleged to exist on the part of the buyer with our claims is excluded, unless such counterclaim has been determined by a court or has been recognized by us in writing. The buyer is not entitled to retain payment of delivered and invoiced goods on the grounds of full delivery not yet having been made; neither may payment be retained if guarantee or warranty claims are asserted or notice of defects is given. If the period for payment is exceeded, we will charge 15% default interest, without prejudice to the right to claim compensation for any further damage suffered by us on account of the default in payment. The place of performance for delivery and payment shall be Purgstall, Austria.

3. Retention of title.

The goods delivered shall remain our property until they have been paid for in full. This shall also apply if the buyer has treated, further processed or resold the goods. In the latter case, the first buyer irrevocably assigns to us all rights from such resale. The first buyer shall then hold the proceeds in trust for us. If the buyer runs into difficulties of payment, we are entitled to demand the prompt surrender of the goods and/or prohibit their continued use or their sale. Any execution levied on the goods by third parties must be reported to us without delay.

4. Offers and acceptance of orders placed.

Our offers, written and oral, are non-binding. Orders received impose an obligation on us only to the extent that we have confirmed them in writing; furthermore, our obligation is limited in that we reserve the right to charge the prices applicable on the day of delivery.

5. Delivery times.

Statements concerning delivery times are based on our best knowledge, but they are just approximations and always non-binding. The following circumstances in particular release us from meeting delivery deadlines: delayed provision of raw materials, auxiliary materials and fuels, manpower or railway cars that have been ordered in due time; all cases of force majeure (operational disturbances, strikes, riots, war and the like); substandard goods resulting from the manufacturing process, and unforeseen technical difficulties. We accept no liability of any kind in respect of any claims that might be due to the buyer on the grounds of delivery times having been exceeded for any reason whatever. In case of on-call orders, the ordered goods must be accepted within 6 months after placing the order. After the expiration of that period, we are entitled to demand payment of all goods, i.e. including those not yet called.

6. Changes to and countermanding of orders.

Orders for products to be made according to special specifications can neither be changed nor revoked. We are entitled to withdraw from the purchase agreement without paying damages to the buyer in the following cases: if difficulties that would require unforeseen aids or costs to overcome them occur in the manufacturing process or in the process of procuring materials; in case of damage to the production facilities the repair of which would involve costs that are significant in proportion to the order value; in case of downtimes of more than 30 days.

7. Data protection.

We are entitled to electronically store, transmit, revise and delete personal data of the buyer in the course of business. The parties agree to keep the knowledge they gain from the business relations strictly secret from third parties.

8. Terms and conditions of shipping and delivery.

Unless otherwise agreed, the goods are deemed to be sold "ex works" (EXW) (ready for pick-up). We are permitted to supply quantities that exceed or fall short of the quantities ordered by up to 10%.

9. Safeguard.

If the credit standing of the ordering party gives reason for concern we reserve the right to withdraw from the contract at any time and also to recall shipments that have already been dispatched. In the event of our withdrawal from the contract, the ordering party is not entitled to raise claims of any kind against us.

10. Complaints about defects.

We will recognize complaints about defects only if the notification is submitted without delay, not later than within 8 days after the shipment has arrived. It is agreed that the buyer must claim warranty within the meaning of sec. 933 of the Austrian "ABGB" (General Civil Code) by taking legal action within six months.

11. Liability.

Unless otherwise provided for in these Terms and Conditions of Sale, liability of the seller for damage - to the extent such liability is permissible under Austrian law – shall be excluded. Recourse claims within the meaning of sec. 12 of the (Austrian) "Produkthaftungsgesetz" (Product Liability Act) are excluded unless the party entitled to recourse proves that the error was caused within our sphere and at least by gross negligence.

12. Technical specifications of the ordering party.

If the buyer stipulates any particular design or labeling, we do not accept liability for any infringements of patent and trade mark rights of third parties; instead, the ordering party must indemnify us from and against any claims that third parties may raise against us on such grounds. We are not obligated to check any models/designs, drawings or descriptions handed over to us by the ordering party for their correctness and expediency.

13. Jurisdiction, applicable law.

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.

14. Deviations.

These Terms and Conditions of Sale form an essential part of any purchase agreement entered into with us, without separate reference having to be made thereto in each individual case. They shall also apply to all further legal transactions between the contracting parties. Deviations from the Terms and Conditions of Sale shall be binding on us only if we have confirmed them in writing. They shall apply only to the transaction for which they have been agreed upon. Terms and conditions of business and/or of delivery issued by the buyer are expressly excluded, both for the present legal transaction and for the entire business relationship.

15. Final provisions.

If any of the foregoing provisions is ineffective, the effectiveness of the remaining provisions shall not be affected thereby. The ineffective provision shall then by mutual agreement be replaced by such other provision as comes closest to the ineffective provision from the economic perspective and as regards its intent. The application of the UNCITRAL United Nations Convention on Contracts for the International Sale of Goods is excluded.