1. VALIDITY

All our legal transactions, deliveries, other services and offers are based exclusively on these terms and conditions. The customer expressly acknowledges that we hereby object to all deviating provisions in an order or in other business documents of the customer. Any deviating terms and conditions of the customer shall not be recognised by us and shall only apply in the event of our written confirmation, even if we do not expressly object to them again in individual cases. These terms and conditions shall also apply as a framework agreement for all further legal transactions with the customer.

2. CONCLUSION OF CONTRACT

Our offers and price lists are non-binding and subject to change. Contracts are only concluded upon our written order confirmation or an act of fulfilment by us (e.g. delivery/dispatch of the goods). All other agreements or ancillary work, including those made at a later date, shall only become effective upon our written confirmation. Our employees, in particular fitters, are not authorised to make legally binding declarations on our behalf unless we have been granted special powers of attorney which have been disclosed to the customer. Inspection and selection consignments within the scope of orders shall be deemed to have been approved by the customer if they are not returned within 14 days (deposits with us). Technical specifications in our documents are merely approximate values, unless they are expressly guaranteed as binding. We reserve the right to make design and production-related changes and deviations in all cases. Mere typing and calculation errors in offers, order confirmations or invoices can be corrected by us at any time. All documents provided to the customer, in particular cost estimates, drafts, models, technical calculations and the like, shall remain our property. The customer is not authorised to make these documents accessible to third parties. If the order is not placed by the customer, these documents must be returned to us immediately upon request.

3. PRICES

All prices quoted by us are subject to change and, unless expressly stated otherwise, are in euros (€), exclusive of VAT. Any discounts, bonuses, goods credits or similar granted shall be calculated from the prices excluding VAT. Unless otherwise agreed in writing, cost estimates are provided without any guarantee as to their accuracy. Any changes in wage costs due to collective bargaining agreements or statutory regulations or internal company agreements, as well as changes in other cost centres relevant to the calculation or costs necessary for the provision of services, such as those for materials, energy, transport, external work, financing, etc., shall entitle us to adjust the prices accordingly. For this reason, the customer has neither the right to withdraw from the contract nor the right to claim that the basis of the contract has ceased to exist. Unless otherwise agreed in writing, all prices are exclusive of incidental expenses. Costs for packaging, dispatch, customs and other services (assembly, installation, etc.) shall be invoiced separately. Transport shall be at the expense and risk of the customer. We are not obliged to take out transport insurance for the goods. The prices in the quotation shall only apply if the entire quotation is ordered. It is assumed that the delivery or assembly can be carried out in one operation. Additional costs incurred as a result of unforeseeable interruptions to the installation work that become necessary in connection with the construction work will be invoiced separately. Work ordered but not included in the quotation shall be carried out in accordance with the work involved at our conditions and rates. In the case of invoicing according to extent, this must be carried out in sections according to the progress of construction. Within 14 days of our request, the joint realisation of the extent must take place. If the customer does not participate in the measurement, he thereby recognises our measurement.

4. DELIVERY

Agreed delivery periods shall commence upon dispatch of the order confirmation by us. However, the respective period shall not commence before all technical or other information, documents, advance payments or other services of the customer required for the fulfilment of our obligations have been confirmed by us as having been received by us. In the event of default on agreed payments, the delivery period shall be extended accordingly. The delivery deadline shall be deemed to have been met if the delivery item leaves our warehouse before the deadline expires or if we notify the customer by then that the goods are ready for delivery or - if assembly has been agreed - the system is ready for operation at the end of the delivery deadline. The system is ready for operation if it can be used for its intended purpose and no significant defects prevent its use. This also applies if the production of non-essential parts (e.g. the insulation or the coating) takes place at a later date, or if any necessary preliminary work by other companies commissioned with the production of the system or by the customer has not been carried out and does not permit trial operation, or if the system has not been accepted despite the setting of a deadline. If it is not possible to carry out the trial operation immediately after completion of the system through no fault of our own, the additional costs incurred as a result shall be charged separately. Promised delivery dates will be adhered to to the best of our ability, but are not binding. Delays in delivery shall not entitle the customer to withdraw from the contract or to assert claims under warranty, avoidance on account of mistake or claims for damages. We are authorised to carry out and invoice partial or advance deliveries. We reserve the right to choose the mode and route of despatch to the exclusion of any liability. In particular, there is no obligation to choose the cheapest mode of transport. The packaging of partial and advance deliveries shall be carried out in a customary manner. Any additional packaging shall be borne by the customer. Express and air freight surcharges shall be invoiced separately. Transport insurance shall only be taken out on behalf of and for the account of the customer. Operational disruptions and events of force majeure as well as other events beyond our control, in particular delays in delivery and the like on the part of our suppliers or other third parties, shall entitle us, to the exclusion of any legal claims, in particular warranty claims, claims for avoidance on account of mistake and claims for damages, either to extend the deadlines accordingly or to withdraw from the contract on account of the part not yet fulfilled. This shall also apply if the events occur at a time when we are in default. The delivery period shall be extended appropriately if, for structural reasons or due to official requirements or at the request of the customer, changes in the design are necessary which require additional deliveries or additional services, or if, for reasons for which we are not responsible, trial operation is impossible or only possible at a later date. Any additional costs incurred as a result shall be borne by the customer. The price and performance risk shall pass to the customer upon notification of readiness for dispatch by us to the customer, but at the latest upon dispatch of the delivery from our warehouse, in the case of direct delivery from our warehouse, in the case of direct delivery from our supplier's warehouse, irrespective of any separately agreed price regulation for the delivery; this shall also apply if we have assumed additional services (e.g. installation, assembly, etc.). If the dispatch of goods ready for dispatch or the agreed assembly is not possible through no fault of our own, we shall be entitled to store the goods at the customer's expense and risk at our own discretion, whereby the delivery shall be deemed to have been made; in particular, we shall be entitled to carry out the storage ourselves at normal market prices or to store the goods ready for dispatch with third parties in the name and for the account of the customer.

5. ASSEMBLY

The preparatory work for the installation must be carried out by the customer in good time so that the installation can be started immediately after the arrival of the installation personnel and can be carried out without delay until acceptance by the customer; otherwise we are entitled to postpone the start of installation without consequences of delay, whereby the costs already incurred will be charged to the customer. The customer must ensure that the delivered parts, scaffolding and equipment are protected from moisture, dust, dirt and other adverse influences and are stored carefully. We accept no liability for damage to the work or the delivered material occurring on the construction site, e.g. due to fire, explosion, lightning, water, chemical influences and/or damage to property by the customer or third parties. In addition, the customer shall be obliged, at its own expense and risk, to provide technical assistance in good time and to provide all on-site services necessary for the fulfilment of the contract, such as the provision of the necessary aids and auxiliary equipment for assembly and commissioning, e.g. forklifts, cranes, lifting gear, scaffolding and other tools required in addition to the normal assembly tools, as well as heating, lighting and operating power, including the necessary connections. The customer shall provide the necessary and suitable auxiliary staff (e.g. fitters, labourers, etc.) at his own expense and risk for the ancillary work directly associated with the installation of a system. If production is based on documents (design specifications, drawings, models, etc.) provided by the customer, we shall not be liable for the correctness of the design, but shall only ensure that the work is carried out in accordance with the customer's specifications. A duty to warn on our part is expressly excluded. We are not obliged to check the documents provided to us for infringement of third-party property rights. In the event of any infringement of such third-party rights, the customer shall indemnify and hold us harmless in every way. All documents (design specifications, drawings, models, etc.) which we create for the customer are our intellectual property and may not be used or passed on without our written authorisation. The customer does not acquire any rights whatsoever to them. The customer agrees that we may illustrate the products created for him for advertising purposes and present them elsewhere - e.g. as samples; the design of the presentation and the choice of presentation medium shall be at our sole discretion. After delivery and/or assembly - even if it is only a partial assembly/delivery - the customer is obliged to accept the system immediately after notification of readiness for acceptance and to sign the acceptance report - if necessary, stating precise objections - otherwise the acceptance of the delivered (partial) system shall be deemed to have been accepted immediately without defects.

6. TERMS OF PAYMENT, DEFAULT, PROHIBITION OF SET-OFF & DELIVERY ABROAD

Our invoices - including partial invoices - are due for payment within 8 days of the date of issue, net, free of charges and deductions, in particular without discount deduction. Bills of exchange or cheques shall only be accepted by separate agreement and only on account of payment. We reserve the right to allocate incoming payments to any multiple claims at our discretion. If the customer is in default of payment, we shall be released from all further performance and delivery obligations and shall be entitled to withhold outstanding deliveries or services or to demand advance payments or securities. Furthermore, regardless of fault, the customer is obliged to pay default interest of 1% per month, whereby we are entitled to claim bank interest in excess of this at the usual rate. In addition, the customer shall reimburse us for the reminder costs and fees of the collection agency incurred by us, which result from the regulation of the BMWA on the maximum rates of remuneration due to collection agencies. If we issue a reminder, we shall be entitled to charge reminder fees. If a significant deterioration in the customer's financial circumstances occurs after conclusion of the contract or if circumstances become known which, in our view, are likely to reduce the customer's creditworthiness, all claims shall become due for payment immediately. In this case, further deliveries shall only be made against advance payment. Withholding or offsetting by the customer due to counterclaims of any kind whatsoever is excluded. In the case of export transactions, the customer alone shall be obliged to ensure that the necessary export, customs and other authorisations and the like are obtained and maintained at his own expense. We give no warranty or guarantee whatsoever for the permissibility of the export of the purchased goods. Furthermore, the customer must return all export and customs documents and the like to us in the original, otherwise he is obliged to pay any value added tax. In addition, in the case of deliveries abroad, the opening of an irrevocable documentary letter of credit with a bank to be determined by us, usable against presentation of the shipping documents or forwarding acceptance certificate, is a prerequisite for our delivery.

7. RETENTION OF TITLE

We reserve the title to all goods delivered by us until full payment of the purchase price or labour costs including interest and ancillary charges, irrespective of the legal grounds - also from previous transactions. In the case of current accounts, the retention of title shall also serve as security for our balance claim. The assertion of the retention of title shall not be deemed to be a cancellation of the contract unless we declare our withdrawal from the contract - which we are unilaterally entitled to do - and shall not cancel the customer's obligations, in particular with regard to payment of the remuneration. During the existence of the retention of title, the sale, pledging, transfer by way of security or other disposal of the purchased item to a third party is not permitted. The retention of title also extends to the products resulting from processing. If our goods are processed, combined or mixed with other materials, we shall acquire co-ownership of the resulting products in proportion to the value added. If the customer nevertheless sells the delivery item, he hereby assigns to us in advance his claims against his customers up to the amount of our claim against him. The customer is obliged to inform us immediately of the name and address of his customers, the existence and the amount of the claims resulting from the resale and to inform his respective customer of the assignment of claims. Furthermore, the customer is obliged to make the assignment of this claim to us visible in a suitable manner in his business books. We are entitled to inform the customer's buyer of the assignment at any time. The customer must inform us immediately of any seizure or other impairment (of any kind) of the property by third parties. The customer shall be obliged to bear the costs and measures to eliminate the interference, in particular the costs of intervention proceedings and the like. If the customer does not fulfil his obligations or suspends his payments, the entire remaining debt shall become due immediately, even if bills of exchange with a later maturity date are outstanding. In this case, we shall be entitled to demand the immediate return of the object of purchase to the exclusion of any right of retention. After taking back the object of purchase, it shall be at our discretion to either sell the object of purchase and credit the proceeds realised, less 20% resale costs, to the customer's outstanding obligations or to take back the object of purchase at the invoice price less any reductions in value and charge the customer a rental fee for the delivered products for the period of his possession.

8. WARRANTY

Notices of defects must be made in writing by the customer immediately after receipt of the delivery, but at the latest within 3 days of delivery or acceptance of the work, otherwise excluding warranty claims and/or claims for damages and/or avoidance on the grounds of error, but shall not entitle the customer to withhold the invoice amounts or parts thereof. Our advice, whether verbal or written, is non-binding and does not release our customers from the obligation to test our products for their suitability and for the intended purpose. Claims for damages from this title are excluded. In the case of subsequent deliveries, we accept no liability for exact conformity with the initial delivery. The warranty period is six months and is neither extended nor interrupted by attempts at improvement; it also applies to partial deliveries. The customer must always prove the defectiveness of the delivered goods at the time of delivery. The warranty shall lapse if the customer himself or third parties carry out modifications or repairs to the delivered goods without our written consent. In the event of a complaint, the customer is obliged to first accept the goods, unload them properly and store them. For those goods which we have purchased from suppliers, we only provide a warranty within the scope of the warranty claims to which we are entitled against the supplier. We only warrant that the products supplied by us have the properties normally assumed for these products in trade. We only provide a warranty for additional properties, in particular those contained in public statements such as advertising and in the information enclosed with the products, if these properties have been guaranteed by us in writing when the order was placed. In the case of systems, spare parts and devices, only defects that affect the functionality and not merely the external appearance shall justify the assertion of warranty claims. Any warranty obligation relates without exception to the defective parts of the equipment, but not to the labour time and travel costs required to rectify the defect. It is at our discretion whether we fulfil the warranty claims by replacement, improvement, price reduction or rescission. The assignment of warranty and compensation claims or similar is not permitted. If the customer resells the delivered goods, all warranty claims against us shall lapse and the right of recourse pursuant to § 933 b ABGB (Austrian Civil Code) shall be excluded. We shall only be liable for damage caused to our customers in the course of business transactions up to the maximum order value ordered from us in the event of gross negligence on our part or gross negligence on the part of vicarious agents working for us, with the exception of personal injury, for which we shall be liable even in the event of slight negligence. Instructions given in brochures, instructions for use or other product information must be strictly followed by the customer in order to avoid any damage. We expressly warn against any use beyond the defined areas of application. We are under no obligation to inspect and/or warn with regard to the materials and/or data provided by the customer. In particular, we shall not check the accuracy of the stored data on the data carriers provided. We accept no liability whatsoever for direct or indirect damage caused by errors in such data and materials. Should our customer himself be held liable under the Product Liability Act, he expressly waives any recourse against us within the meaning of § 12 of the Product Liability Act. If our customer places the goods supplied by us on the market outside the European Economic Area, he undertakes to exclude liability for compensation vis-à-vis his customer under the Product Liability Act, insofar as this is possible under the law applicable or agreed between him and the customer. In this case or in the event of omission of this exclusion obligation, the buyer is obliged to indemnify and hold us harmless with regard to claims of third parties arising from the title of product liability.

9. CANCELLATION OF CONTRACT

In the event of default of acceptance or other important reasons, such as in particular bankruptcy of the customer or rejection of bankruptcy due to lack of assets, as well as in the event of default of payment by the customer, we shall be entitled to withdraw from the contract immediately without setting a grace period, irrespective of other claims of any kind. The cancellation shall become legally effective by our unilateral declaration. Cancellation of the contract by the customer is excluded in any case for customised products.

10. DATA PROTECTION, CHANGE OF ADDRESS & COPYRIGHT

The customer agrees that the personal data contained in the contract may also be stored and processed by us automatically in fulfilment of this contract. The customer is obliged to inform us of any changes to his residential or business address in a verifiable, unsolicited and immediate manner as long as the contractual legal transaction has not been completely fulfilled by both parties. If the notification is omitted, declarations to the customer shall be deemed to have been received even if they were sent to the address last notified to us. It is the customer's responsibility to prove receipt of his notification of change in each individual case. Plans, sketches or other technical documents as well as samples, catalogues, brochures, illustrations and the like shall always remain our intellectual property; the customer shall not receive or acquire any rights whatsoever to them, e.g. rights of use or exploitation. rights of use or exploitation.

11. PLACE OF FULFILMENT, CHOICE OF LAW, PLACE OF JURISDICTION & SEVERABILITY CLAUSE

The place of fulfilment for all contractual obligations of the contractual partners is the location of our headquarters in A-4223 Katsdorf, irrespective of any agreement on the place of delivery and the assumption of any transport costs or the place of payment. This agreement shall be governed exclusively by Austrian substantive law. The conflict of laws rules of private international law and the UN Convention on Contracts for the International Sale of Goods (CISG) are hereby expressly excluded. The place of jurisdiction for all legal disputes arising from or in connection with the present contractual relationship shall be exclusively the court having subject-matter jurisdiction for Linz/Austria for our customer. However, we are also entitled, at our discretion, to sue the customer at any other court that may have jurisdiction under national or international law. The invalidity of individual provisions of our terms and conditions shall not affect the validity of the remaining provisions of these terms and conditions. The contracting parties are obliged to agree on a new provision that comes closest to the purpose of the invalid provision.

12. MISCELLANEOUS

The headings of the provisions contained in these Terms and Conditions of Purchase are for convenience only and may not be used for their interpretation. No course of dealing between the other party and us and no delay or omission in exercising any right, remedy or remedy granted to us under these Conditions of Sale shall operate as a waiver of such rights. Each right and remedy granted to us in this document is cumulative and coextensive with and in addition to any other rights, remedies and remedies granted to us by law. To the extent that these Terms and Conditions of Sale provide for compliance with the written form, this cannot be replaced by the electronic form within the meaning of the Signature Act (BGBI I 1999/190).