General terms and con­ditions (GTC)

1. General information, quote and order confirmation

All deliveries and performances shall be based exclusively on the present terms and conditions. The scope and price of the deliveries are confirmed with our written order confirmation and any secondary arrangements or any other agreements made with our representatives only become valid if confirmed by us in writing. Any verbal agreements that have not been confirmed in writing shall be deemed null and void. Our representatives are only agents for orders and they have no power of representation. They are not authorised to confirm any orders, guarantee delivery times, acknowledge any defects or damage, or to give price reductions or discounts. We shall not be bound by any delivery conditions of the Purchaser and we hereby expressly reject them. Any deviating terms and conditions of the Purchaser that are not recognized explicitly by us shall not be binding on us, even where they are made the basis of an order and we fail to explicitly reject their content.

All quotations are non-binding and goods delivered from stock are always subject to prior sale. We may elect to deliver fully or partly equivalent goods, if the Purchaser has not ruled this out when placing the order. By placing an order, the customer acknowledges that its data will be stored in an EDP file for the purposes of rational submission for quotations and order processing.

2. Delivery

The delivery period begins upon the acceptance of the order by us, but not until all specification details have been clarified. Such delivery period shall not be binding on us. Acts of God or other events beyond our control, which considerably complicate delivery or make delivery impossible, e.g. operational or traffic problems, strikes, lock-outs, obstructions caused by official orders, lack of raw materials etc., shall entitle us to postpone delivery for the period of such obstruction plus a reasonable lead time or to withdraw from the contract – even on account of the part not yet fulfilled. The Purchaser is entitled to ask us to state whether we intend to withdraw or to deliver within an appropriate period of time. If we fail to make such a declaration, the Purchaser is entitled to withdraw from the contract. Any claims for damages are excluded.

3. Dispatch and transfer of risk

The risk in respect of the delivery shall pass to the customer, even where we pay the costs of transport or own vehicles are used for the shipment. Unless otherwise agreed, we shall determine the type of dispatch. In the case of agreed payment of freight costs, the freight shall be advanced by the recipient free of any discount and credited on presentation of the supporting documents. Increases in freight and customs duties, transfer costs and any lower costs shall be paid by the Purchaser. Changes in tariffs are either charged or credited to the party paying the freight costs.

4. Packaging

Any packaging required shall be charged at cost price and is not taken back.

5. Prices

The prices agreed are those in the written order confirmation and where this has not been issued, those in the order issued by us and confirmed in writing. They correspond to the cost situation at the time of confirmation or issue of the order. In the event of extraordinary circumstances occurring until delivery, such as wage or raw material price increases, increases in public charges and similar increases, we reserve the right to increase the prices in the amount of additional costs.

6. Payment terms

Payment shall be made within 30 days from the date of invoice in cash without any deductions. A discount of 3% is given for payment within 8 days from the date of invoice. Any other conditions require written agreements. Bills of exchange and cheques are only accepted as a form of payment and the acceptance of bills of exchange shall in any case be subject to prior consent. We will only accept discountable bills of exchange. No discount is given in the event of payment by bill of exchange. All discount or bill of exchange expenses shall be borne by the Purchaser. If deliveries are made in part consignments, the purchase price of each part consignment is due regardless of the remaining deliveries.

In the event that the deadline is not adhered to, we reserve the right

to charge interest of at least 4% above the Austrian Central Bank’s discount rate. The right to assert further damage claims remains unaffected. There is no requirement for us to send a reminder. In the event of failure to pay, of protests in connection with bills of exchange or cheques or other circumstances, which render the Purchaser’s creditworthiness doubtful, all our accounts receivable shall become immediately due, regardless of payment dates agreed, and we are entitled to charge costs at the rate of usual bank interest and charges for the granting of credit from the particular invoice date.

If, after conformation of the order, we are made aware of circum- stances, which render the Purchaser’s creditworthiness doubtful, we are entitled to withdraw from the contract or request advance payment in cash. A circumstance that renders the creditworthiness of a Purchaser doubtful is in particular negative credit information from a credit agency. A right of retention or set-off in relation to the purchase price or other Purchaser’s obligations is excluded in the case of all deliveries and part consignments. The right of reduction of the purchase price is only permitted under Item 8 of this condition. Unless we have clearly acknowledged the Purchaser’s right of re- duction in writing, the Purchaser is obliged to pay the full purchase price.

7. Retention of title

Deliveries shall be made under reservation of title exclusively. The goods delivered shall remain our property until complete payment of the purchase price and all receivables, of whatever nature, arising from the entire business relationship. The retention of title shall continue to exist even if a balance confirmation has taken place after the closure of the account. Title to the goods only passes once all checks and bills of exchange offered in payment and related costs have been cashed. If there is a payment settlement in the so-called cheque-bill of exchange procedure, then our retention of title shall not end until we can no longer be held liable in relation to the liability of the bill of exchange. If the Purchaser resells the goods on credit, it similarly undertakes to retain the title. Accordingly, provided the Purchaser withholds payments before the goods supplied have been paid for, the Vendor has the right to recovery of the goods or to the assignment of rights to the consideration stipulated in the Austrian Bankruptcy Act. If a third party is in possession of the goods, the Purchaser shall hereby assign to us its right to restitution vis-à-vis the third party. If the Purchaser is in possession of goods supplied by us under retention of title, a safekeeping arrangement is deemed agreed between the Vendor and us. The Purchaser shall not pledge nor assign as security the goods subject to retention of title or the articles manufactured from them. If the Purchaser resells the goods supplied by us, irrespective of their condition, it hereby assigns to us the claims it has against its customers or other third parties from such sale, incl. all ancillary rights, until all of our receivables from goods deliveries including ancillary costs have been fully paid. If the goods subject to retention of title are sold by the Purchaser after processing separately or along with other goods not belonging to us, the assignment of the claims from resale shall only apply to the amount of the invoice value which corresponds to our reserved goods. At our request, the Purchaser is obliged to notify its customers of such assignment and hand over to us the documents which we require for asserting our rights against these customers. If the value of the securities provided to us exceeds our overall claim from deliveries by more than 20%, we are obliged, if requested by the Purchaser, to release security interests which we deem appropriate. The Purchaser shall inform us immediately should our rights be affected by any third party. The Purchaser shall not pledge or assign as security, the goods or claims existing in their stead. If the Purchaser does not adhere to the agreed payment terms, we are entitled to pledge or assign as security the goods or claims existing in their stead. If the Purchaser does not adhere to the agreed payment terms, we are entitled, without withdrawing from the contract, to demand that the goods be returned, until the Purchaser has fulfilled its payment obligations.

8. Complaints

Complaints about goods delivered shall only be considered if received within 8 days from receipt of the goods. Any defective goods shall be returned to us on request. If the defect is acknowledged by us, we reserve the right, at our discretion, to take back the defective goods, with us withdrawing from the contract of sale, or provide replacement goods within an adequate period or to credit the

difference between the actual (inferior) value and the order value of the goods. If a warranty for defects is requested, this can only be given if the defect was shown to have occurred due to circumstances occurring before the transfer of risk. In total, the warranty is limited to no more than 6 months after transfer of risk. Further claims such as claims for payment of damage arising from services agreed and rendered by us, or for payment of wages, default penalties or consequential loss are excluded. Approval of reference samples by the customer excludes a subsequent notice of defects, provided the goods delivered correspond to the reference samples approved.

9. Fitness for purpose and design changes in products

Liability for parts delivered in accordance with particular suggestions, drafts or drawings is limited to the parts delivered manufactured in accordance with the documentation provided to us. We also reserve the right to change the design of our products for technical reasons, with us also reserving the right to choose the raw material. The customer shall be notified by us in good time of any design changes, if they are material.

10. Moulds

Moulds, other tools etc shall remain our property even where tool costs are paid in full or in part by the customer. Where the customer has only made a contribution to the costs or if we have paid the costs in full, the balance or the full amount of the moulds and tool costs shall be due to us immediately, if the customer, for whatever reason, does not accept the goods ordered or does not issue the orders or repeat orders promised.

11. Property rights

To the extent that we have to deliver goods on the basis of drawings, models, samples or other documentation that the customer has provided, the latter shall be liable for ensuring that the manufacture and supply of such goods is not in breach of any third party industrial property rights. In the event that third parties do not permit us to produce or deliver goods on the basis of drawings, models, samples or other documentation from the customer, by reference to such property rights, we shall not be obliged to verify the legal status of such claims and the customer shall have no right to claim damages. In such event, however, we shall be entitled to discontinue the manufacture and supply and to claim compensation for any costs incurred. If requested, the customer shall make an appropriate advance payment for any legal costs that might arise from any violations and the assertion of any property rights.

12. Export orders

These sales and delivery terms apply accordingly to export orders and the law of the Republic of Austria shall also apply. If the legislation of the customer’s country renders the transfer of the purchase price to us difficult or if the value of the currency of this country drops, we are entitled to refuse to make deliveries without any liability for damages or to demand a corresponding change in the terms of purchase and delivery terms. Likewise, the customer is obliged to immediately compensate us for any exchange rate fluctuations that are unfavourable for us, where orders are paid for in currencies other than EURO. Any disputes shall be finally settled under the rules of arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules if both parties agree to this procedure.

13. Place of performance and jurisdiction

The place of performance for delivery and payment is the registered office of the company. The court of jurisdiction is the competent court in St. Pölten.

14. Miscellaneous

Should individual clauses contained in these Delivery and Payment Terms or other parts of the contract prove invalid, this shall not affect the validity of the remaining clauses. The Purchaser’s rights arising from the contractual relationship shall only be transferable subject to our prior agreement in writing. If we take goods back and they are standard products, these can only be credited at 75% of the invoice amount. In the case of custom-made products, a return of the purchased product is excluded.

Where agreements differ from the above conditions, these must be made in writing to become effective. We are authorised in any case to make part deliveries. Austrian law applies exclusively.

1. General, offer and order confirmation

Our deliveries are made exclusively on the basis of the following conditions. The scope and price of the deliveries are determined by our written order confirmation determines all ancillary agreements and any ancillary agreements that are made with our representatives only binding with our written confirmation. Verbal agreements that are not confirmed in writing, have no legal validity.

Our representatives only broker orders, they have no powers of attorney. You are not entitled to confirm orders or binding delivery times, Recognize defects or damage, price reductions or discounts to grant. We are not bound by the buyer's terms of delivery. We hereby expressly contradict them. All terms of delivery of the buyer, which are not expressly recognized by us in writing, are non-binding for us, even if they are based on an order and we do not expressly contradict their content again.

All offers are non-binding. Intermediate sale is upon delivery over Storage always reserved. It can be wholly or partially at our discretion equivalent corresponding goods will be delivered if this is the buyer not expressly excluded when ordering.

By placing the order, the purchaser simultaneously agrees to that its data in a computerized file for the purpose of more rational submission of offers and order processing are saved.

2. Delivery

The delivery time begins on the day we accept the order, but not before all details of the execution have been fully clarified. she is non-binding for us. Force majeure or other things that are not our fault circumstances that make delivery significantly more difficult or impossible do, e.g. operational or traffic disruptions, strikes, lockouts, disabilities due to official orders, lack of raw materials, etc., entitle us to the delivery for the duration of the hindrance and one postpone a reasonable start-up time or withdraw from the contract - also with regard to of an unfulfilled part - to resign. The buyer can from ask us to explain whether we are withdrawing or whether we are within a want to fulfill the contract within a reasonable period. Don't we explain the buyer can withdraw from the contract. Claims for damages are excluded in any case. Surcharge for small quantities of EUR 20.00 Order value below EUR 75.00 net (minimum order value). Freight costs at Order value below EUR 150.00 net.

3. Shipping and Risk

The risk of the delivery item passes to the customer, even if if we have taken over the transport costs or the shipping with own vehicles. In the absence of any deviating shipping method Agreement determined by us. With agreed freight remuneration the consignee is and will be paying the freight free of discount will be credited after the receipts have been submitted. Freight and tarif increases, transport costs and smaller costs are borne by the buyer. Tarif changes are to be borne by or for the benefit of the person responsible for the freight costs has to bear.

4. Packaging

If packaging is required, this will be charged at cost and not taken back.

5. Prices

The prices result from the written order confirmation, if a such has not been issued, the order confirmed by us in writing. They correspond to the respective cost situation at the time of the order confirmation or placing of orders. In the event of exceptional occurrences up to delivery circumstances such as wage or raw material price increase, Increase in public burdens and the like, we reserve an increase in the value of the additional costs.

6. Terms of payment

Payment must be made in cash within 30 days of the invoice date without any deductions to be done. There is a 3% discount for payments in cash within 8 days granted. Other conditions require a written agreement. Change and checks are only accepted on account of payment. The adoption of Change requires prior agreement in any case. We only take discountable bills of exchange. A cash discount is deducted when paying by bill of exchange not granted. Discount and bill charges are charged of the buyer. If deliveries are made in partial shipments, the purchase price will be each Partial shipment due regardless of the remaining deliveries. If the target is exceeded, we are entitled to charge at least costs in the amount of 4% above the respective discount rate of the Austrian National Bank. The assertion of further damage is not excluded. We do not need a reminder. In the event of default of payment, in the case of bills of exchange or check protests and other circumstances that affect the Our buyer's creditworthiness will appear doubtful all claims, without prejudice to agreed payment terms, immediately due, whereby we are entitled, costs in the amount of the usual bank interest and to charge expenses for granting credit from the respective invoice date.

After confirmation of the order, we learn of circumstances that affect the creditworthiness of a buyer appear to be doubtful, we are entitled from To withdraw from the contract or to request advance payment in cash. As a circumstance which makes the creditworthiness of a buyer appear doubtful, In particular, a corresponding credit report from a credit agency applies. On Right of retention or set-off with regard to the purchase price or other obligations of the buyer are for all deliveries, including partial deliveries, locked out.

The right to reduce the purchase price is only in accordance with Section 8 of this Condition allowed. As long as we do not have a right of reduction for the buyer have expressly recognized in writing, the buyer is obliged to full purchase price to be paid.

7. Reservation of title

Our deliveries are made exclusively with retention of title. The Delivered goods remain our property until full payment of the Purchase price as well as all claims from the entire business relationship, no matter what kind. The retention of title also remains in effect, if a balance has been recognized after the account has been closed Has. Ownership only passes when all are given in payment Bills of exchange or checks, including the costs therefor, have been paid. He follows a payment regulation in the so-called check / bill of exchange procedure, our retention of title only expires as soon as we no longer withdraw from the Bills of exchange liability can be claimed. If the buyer If the goods are passed on on credit, he is also obliged to own the property reserved. Accordingly, if the buyer has before, the seller has After payment of the delivered goods has been made, the payment is discontinued in the Austrian Rights to segregation Assignment of the right to the consideration. As far as a third party is in possession the thing is, the buyer enters his surrender claim against the third party from us now. As far as the buyer from us under retention of title has delivered goods in possession, a custody relationship applies between Seller and us as agreed. The buyer is entitled to the retention of title standing goods or the object made from them are not available Assign or pledge security. If the customer sells those from us Delivered goods, no matter in which condition, he is hereby already now until all of our claims from deliveries of goods have been settled due including ancillary costs that arise from the sale Claims against his customer or other third parties with all ancillary rights to us. Will the reserved goods from the buyer after processing sold alone or together with other goods that do not belong to us the assignment of claims from the resale only in the amount of Invoice value of our reserved goods.

Auf Verlangen ist der Käufer verpflichtet, die Abtretung seinem Besteller bekanntzugeben und uns die zur Geltendmachung unserer Rechte gegen diesen Besteller erforderlichen Unterlagen auszuhändigen. Übersteigt der Wert der uns gegebenen Sicherungen unsere Forderungen aus Lieferungen insgesamt um mehr als 20 %, so sind wir auf Verlangen des Käufers verpflichtet, insoweit Freigabe nach unserer Wahl zu erklären. Von jeder Beeinträchtigung unserer Rechte durch Dritte muß uns der Käufer unverzüglich benachrichtigen. Der Käufer ist nicht berechtigt, die Ware oder an ihre Stelle getretene Forderungen zu verpfänden oder zur Sicherung zu übereignen. Hält der Käufer die vereinbarten Zahlungsbedingungen nicht ein, so sind wir berechtigt, die Ware oder an ihre Stelle getretene Forderungen zu verpfänden oder zur Sicherung zu übereignen. Hält der Käufer die vereinbarten Zahlungsbedingungen nicht ein, so sind wir berechtigt, Rückgabe der Ware zu verlangen, ohne vom Vertrag zurückzutreten, bis der Käufer seinen Zahlungsverpflichtungen nachkommt.

8. Complaints

Complaints about delivered goods can only be made within 8 days after Receipt of the goods will be taken into account. The rejected goods are on Request to return. If the defect is recognized by us, it is retained we optionally reserve the right to take back the rejected goods, whereby we withdraw from the purchase contract, or a replacement within a reasonable period to perform or to credit the reduced value of the goods. Will guarantee requested for defects, this can only be accepted if the defect has demonstrably occurred as a result of circumstances that occurred before at the time of the transfer of risk. Overall it is limited the guarantee for a maximum of 6 months after the transfer of risk. Further Claims such as B. Compensation for damage from special agreed services taken over by us, wages, Default penalties or consequential damage are excluded. Approval of failure samples by the customer closes a later notification of defects provided that the items delivered have the approved samples to match.

9. Suitability for use and design changes to products

Liability for parts made according to special proposals, designs or Drawings are delivered, is limited to the fact that the delivered Parts of the documents handed over to us have been executed accordingly are. We reserve the right to do so due to technical necessities to change our products constructively, taking into account the choice of raw material remains reserved. The customer will respond to us in a timely manner Changes made to the extent that they are essential.

10. Press forms

Press forms, other tools, etc. remain our property, even if Tool costs have been taken over by the customer in whole or in part are. Has the customer only made or has paid a contribution towards the costs the costs are taken over by us in full, so we have the difference or the full amount of the molds and tooling costs immediately, if the The customer does not accept the ordered goods for any reason or the promised orders or reorders are not placed.

11. Property rights

Insofar as we produce items according to drawings, models or samples that we were handed over by the customer, or to be delivered according to other information have, the customer gives us the guarantee that through the Manufacture and delivery of the items of industrial property rights Third parties are not injured. Unless citing us from a third party the manufacture and delivery of objects on a protective right belonging to him, according to drawings, models or samples of the customer are forbidden, we are without examining the legal relationships to be obliged to the exclusion of all claims for damages of the customer is entitled to stop production and delivery and to demand reimbursement of the costs incurred. For any Litigation costs arising from the violation and from the assertion of any Property rights can arise, the customer pays one on request reasonable advance.

12. Export orders

These sales and delivery conditions apply to export orders. It applies in addition, the law applicable in the Republic of Austria. Should the Legislation of the country of purchase the transfer of the purchase price to us make it difficult or should the currency of this country fall, we are entitled to to refuse the deliveries without liability for damages or a corresponding one To request changes to the terms of purchase and delivery times. The customer is also obliged to compensate for any exchange rate fluctuations that arise to our disadvantage, to be settled immediately, provided orders are paid in a currency other than EUR. Disputes will be after the settlement and arbitration rules of the International Chamber of Commerce by one or more arbitrators appointed in accordance with these regulations final decision if both parties agree to this procedure.

13. Place of fulfillment and place of jurisdiction

The place of performance for deliveries and payments is the company's registered office. Place of jurisdiction is the locally and factually competent court in St. Pölten.

14. Miscellaneous

The ineffectiveness of individual provisions of these terms of delivery and payment or other parts of the contract affect the validity of the rest Not. The buyer's rights under a contract are without our express written consent not transferable.

If we take back goods, they can, provided they are standard production is only credited with 75% of the invoice amount become. In the case of custom-made products, a return is excluded in any case. As far as agreements of the above conditions deviate, they must be made in writing to be valid.

In any case, we are entitled to make partial deliveries. It only applies Austrian law.