General Civil Law for the Austrian Legislation

1. Only written offers are subject to liability. Orders that differ from current services or are placed after eight [8] days, must be given written confirmation in order to establish liability for the contractor. Deviations from the original order and the confirmation letter are to be given note within two [2] working days or otherwise, the order will be seen as confirmed and binding. A significant increase in material prices or increased labour costs on the grounds of new labour agreements, or statutory provisions for price determination, but before invoicing, entitles the contractor to offset the increased prices without any previous notice to the customer.

2. Payment is to be made to the contractor’s business address.

3. Invoice price. The invoice price can differ from the order price if the changes mentioned in para 1 of the estimated calculation have occurred or if changes to the order were made with the consent of the customer. Exchange rate fluctuations do not entitle the customer to revise or nullify the contract.

4. Terms of Payment: Payments have to take place within seven [7] days. For overdue payment, default interest at a rate of one point five [1,5] percent per month will be charged. The contractor is not obliged to execute an order, before the customer has made a down payment to the contractor. For work extending over a substantial period, the contractor is entitled to demand partial payment for partial performance. In case of a bill of exchange, cheque or bank transfer, the date recognized is the date on which the transfer has reached the contractor’s account. If there is a significant deterioration of the financial situation of the customer or if in case of default of payment, the contractor is entitled to demand immediate payment of all outstanding invoices that are not yet due. Moreover, the contractor shall be entitled to continue working on current orders and to require partial payments for these orders as they progress.

5. Retention of title. Of all materials handed over to the contractor by the contracting entity or with his knowledge from third parties, the contractor has the right, in respect to all outstanding amounts due, to impose a lien on these materials. The delivered goods remain the contractor’s property until full payment is made. The customer is entitled to sell the materials when paying the price that the material sold entails and, thereby, releasing the goods from the property of the contractor.

6. Packaging. Simple packaging or wrapping of the material is included in the price.

7. Delivery time. The delivery time begins with receipt of the order by the contractor to the extent that all working documents are exact and clearly available. It ends on the date on which the goods leave the business of the contractor. Delivery dates are approximated dates, if not explicitly fixed and confirmed in writing. For the duration in which the documents are checked, the delivery time will be interrupted. If delivery is delayed and after a reasonable grace period, the client may set a statutory claim.

8. Deliveries are made on the basis of INCOTERMS in the current version. Transportation insurance is taken out only upon written request by the client. Surplus or delivery shortages incurred for simple work, permits a tolerance up to five [5] percent, or for difficult work up to ten [10] percent tolerance and billed in proportion to the agreed price. For the material provided, the tolerance rates of the supply industry are included. The identity between samples supplied / originals and the final product is not guaranteed, unless otherwise agreed upon. Minor variations in colour shades or shape do not justify complaint. For production failures, which has been overseen by the client on the approved sample copies, shall not cause any liability for the contractor. Any changes that are phoned in, faxed or e-mailed are carried out without liability for accuracy.

9. Default in acceptance. The contractor is entitled, by default in acceptance or by force majeure a cause for impossibility of the delivery of goods, to charge for storage at the expense and risk of the customer, e.g. to the manufacturer or the shipper.

10. Reclamations are only acceptable within 3 working days after receive. Defects in part of a delivery does not entitle the rejection of the entire delivery. The contractor has the right to attempt a repair or send a replacement and, in this case, the client waives a demand for payment reduction or in the case of major shortcomings, to nullify the contract. The warranty period is three [3] months after delivery. Reclamations in case of hidden defects are to be documented within three months after delivery. For partial deliveries, the reclamation for the objectionable lot shall be made.

11. Special charges. The designs and patterns produced by the contractor remain the property of the contractor and will be charged separately, even if the contract is not carried out.

12. Copyright and utilisation rights. All submitted ideas, patterns, designs and other copyrights as well as intellectual property rights underlying the performance of the contractor, remain his property. The products supplied with payment of the agreed price, only entitles the right to distribute them. The contractor is not required to issue reproductive media. The contractor has the right to assume that the customer is entitled to all rights which are necessary for the execution of the order to third parties as required. The client is obliged to inform the contractor against all claims made by third parties involving the commercial breaches of copyright, related rights, other property rights or personal rights that are made, for his compensation. The contractor shall make such claims to the client without undue delay and announce it as a legal action against him. If the contracting party does not take up the position as a dispute contemporary of the contractor's legal procedure, the contractor is entitled to recognize the claim of the plaintiff and the client, regardless of the legality of the approved claim for compensation.

13. Damage claims by the client against the contractor for property damage which are caused by intent or gross negligence of the contractor, are limited to a 50 percent reduction of the bill. An obligation to indemnify the contractor for consequential damages, financial loss and / or loss of profit is, in any case, excluded. Force majeure relieves the contractor from liability, even if the force majeure occurred in establishments of primary or secondary suppliers. In such case, the customer is not entitled to cancel the order. Strike or lockout are deemed equivalent to the force majeure. In the event that the damage was caused by gross negligence in way of the contractor and subcontractors, the seller is entitled to be exempted from the assignment to him against the third party claims arising from liability.

14. Order agreements must be in writing. Verbal agreements, unless they are confirmed in writing, shall be considered as void.

15. Name or printed brand. The contractor has the right to print its company name or brand on his products without special permission from the client.

16. Jurisdiction. The exclusive jurisdiction is agreed upon to be Oberwart. Austrian law applies.

17. Deviations from these business terms and conditions require a written agreement. These business terms and conditions will remain binding even if several parts should be ineffective. Deviating business terms and conditions are not binding to the contractor, even if the client referred to such terms and the contractor, in a particular case, does not explicitly object to them.

18. If the client is a consumer within the terms of the Consumer Protection Act, then instead of the Consumer Protection Act, contrary terms and conditions of binding legal regulations apply.