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General terms and conditions of mechatronics for entrepreneurial transactions

1. Validity

1.1. These general terms and conditions (hereinafter GTC) are basically designed for legal transactions between companies. If, exceptionally, they are also used as a basis for legal transactions with consumers within the meaning of the Consumer Protection Act, they only apply insofar as they do not contradict mandatory provisions.

1.2. These GTC apply to all legal transactions and legal relationships between the customer and the contractor, not only for the first legal transaction, but the application of the GTC is also expressly agreed for all additional and follow-up orders as well as further transactions.

1.3. Purchasing or other terms and conditions of the customer are not valid and are hereby expressly contradicted. The contractor expressly declares that he only wants to contract on the basis of his general terms and conditions. If, as an exception, the application of the general terms and conditions of the client is agreed in writing, their provisions only apply insofar as they do not conflict with these general terms and conditions. Provisions in the GTC that do not conflict will remain in existence.

1.4. The client declares that he had the opportunity to take note of the content of the terms and conditions before the contract was concluded and that he agrees with their content.

1.5. Changes and additions to these General Terms and Conditions must be made in writing in order to be legally effective. This requirement of written form can also only be waived in writing. It is stated that side agreements do not exist.

2. Offers, conclusion of contract

2.1. Offers from the contractor are subject to change and non-binding.

2.2. The contractor accepts offers or orders from the customer by means of a written order confirmation or by delivering the object of purchase or by providing the service.

2.3. The information about the services and products of the contractor given in catalogues, price lists, brochures, company information material, prospectuses, advertisements on exhibition stands, in circulars, advertising mailings or other media are non-binding, unless they are expressly declared in writing to be part of the content of the contract.

2.4. In principle, the contractor's cost estimates are prepared without guarantee for completeness and correctness.

3. Delivery/performance periods

3.1. Delivery/performance periods are non-binding unless they have been expressly agreed in writing as such in the order confirmation or in the individual contract.

3.2. If, for whatever reason, the order is modified or supplemented after the order has been placed, the delivery/service period is extended by a reasonable period of time.

3.3. Unless otherwise agreed, the delivery period begins at the latest on the following dates:

a) Date of order confirmation

b) Date of fulfillment of all technical, commercial and other requirements incumbent on the customer

c) Date on which the contractor receives an agreed deposit or security deposit.

3.4. If the contractor is unable to fulfill his obligations due to the occurrence of unforeseeable circumstances or circumstances for which the contractor is not responsible, such as operational disruptions, sovereign measures and interventions, energy supply difficulties, failure of a supplier who is difficult to replace, strike, obstruction of traffic routes, delays in customs clearance or higher impeded by violence, the delivery/service period is extended to a reasonable extent. It is irrelevant whether these circumstances occur with the contractor himself or one of his suppliers or subcontractors.

3.5. If the fulfillment of the contract becomes impossible for reasons for which the contractor is not responsible, the contractor is released from his contractual obligations.

3.6. The contractor is entitled to carry out and charge for partial or advance deliveries. If delivery on call has been agreed, the service/object of purchase shall be deemed to have been called no later than six months after the order was placed.

4. Fees/Prices

4.1. If an order is placed without a prior offer or if services are carried out that were not expressly included in the order, the contractor can claim the fee that corresponds to his price list or his usual fee.

4.2. The contractor is entitled to demand a higher fee than the agreed price or the purchase price if the calculation bases existing at the time the order is placed, such as raw material prices, the exchange rate or personnel costs, change after the conclusion of the contract.

4.3. All prices and charges do not include the applicable statutory sales tax and are ex warehouse. Packaging, transport, loading and shipping costs as well as

Customs and insurance are at the expense of the customer. Packaging will only be taken back if expressly agreed.

4.4. Unless otherwise agreed, half of the fee/purchase price is due upon receipt of the order confirmation and the remainder upon delivery or availability for collection and upon receipt of the invoice, free of charges and deductions.

4.5. A payment is timely if the contractor can dispose of it. Payment commitments by the client, such as on bank transfer receipts, are not binding.

4.6. In the event of a delay in payment, 12% pa is agreed. Should the contractor claim interest in excess of this, he is entitled to demand this as well. Expedient and necessary costs incurred as a result of the default in payment, such as expenses for reminders, collection attempts, storage costs and any court or out-of-court legal fees are to be reimbursed to the contractor.

4.7. The benefits agreed upon conclusion of the contract, such as cash discounts and rebates, are granted on condition that payment is made in full and on time.

4.8. The assertion of a right of retention and defense of the unfulfilled contract by the client in the case of alleged defects is excluded. Offsetting by the customer with counterclaims or with alleged price reduction claims is only permissible if the claim has been legally established or is not disputed by the contractor.

4.9. If the customer is in arrears with a contractual or other payment obligation towards the contractor, the contractor is entitled, without prejudice to other rights, to suspend his performance obligation until payment has been made by the customer and/or to request a reasonable extension of the delivery period; to make all open claims from this or other legal transactions due and to collect any items that have been delivered, without this releasing the customer from his obligation to perform. A withdrawal from the contract by the contractor is only due to these actions if this has been expressly declared.

4.10. Should the customer's financial circumstances deteriorate, the contractor is entitled to make the agreed remuneration or the purchase price due immediately and to carry out the order only against advance payment.

4.11. If a periodically billable fee is agreed, for example for service or maintenance work, this is due annually at the beginning of a calendar year. If the contract begins or ends during one year, this fee is due proportionately. This fee is secured according to the 1996 consumer price index, with the month in which the service or maintenance contract was concluded serving as the starting point. If the 1996 CPI is no longer published, it will be replaced by the one that follows it or that comes closest to it. The Contractor is also entitled to charge a periodically billable fee from the items listed in point 4.2. adjust for the above reasons.

4.12. Costs for travel, daily and overnight allowances will be invoiced separately if the fee is billed periodically. Travel times count as working time.

5. Risk of Loss and Shipping

5.1. The risk passes to the customer as soon as the contractor has the object of purchase/the work ready for collection at the factory or warehouse, regardless of whether the goods are handed over by the contractor to a carrier or transporter. Dispatch, loading and unloading as well as transport is always at the customer's risk.

5.2. The client approves any appropriate shipping method. Transport insurance is only taken out on written order from the customer.

5.3. The contractor is entitled to have the packaging and shipping costs as well as the payment or the purchase price collected from the customer by cash on delivery if the customer's financial situation deteriorates or a credit limit agreed with the contractor is exceeded.

5.4. The place of performance is the contractor's works.

6. Retention of title and right of retention

6.1. All goods and products remain the property of the contractor until full payment has been made by the customer, even if the items to be delivered or manufactured are resold, changed, treated or processed or mixed.

6.2. The service/purchase object may not be pledged, assigned as security or otherwise encumbered with the rights of third parties until all claims of the contractor have been paid in full. In the event of seizure or other claims, the client is obliged to point out the contractor's ownership right and to inform the contractor immediately.

6.3. The customer hereby assigns all claims and rights to which he is entitled from the resale, processing, mixing or other use of the goods and products on account of payment. Until the payment or purchase price has been paid in full, the customer must note this assignment in his books and on his invoices and inform his debtors of this. Upon request, he must provide the contractor with all documents and information required to assert the assigned claims and claims.

6.4. To secure its claims and to secure claims from other legal transactions, the contractor has the right to retain the products and goods until all outstanding claims from the business relationship have been settled.

7. Client's Obligations

7.1. In the case of assembly by the contractor, the customer is obliged to ensure that work can begin immediately after the arrival of the contractor's assembly personnel.

7.2. The client is liable for ensuring that the necessary technical requirements for the work to be produced or the object of purchase are met and that the technical systems, such as supply lines, cabling, networks and the like, are in a technically perfect and operational condition and that they are compatible with the works to be produced by the contractor or Purchase items are compatible. The contractor is entitled, but not obliged, to inspect these systems for a separate fee.

7.3. There is no obligation to check, warn or provide information with regard to any documents, information or instructions provided by the client and any liability on the part of the contractor in this regard is excluded.

7.4. The order is placed independently of any necessary official approvals and approvals that the client has to obtain.

7.5. The client is not entitled to assign claims and rights from the contractual relationship without the written consent of the contractor.

8. Warranty

8.1. The warranty period is limited to six months and begins from the transfer of risk within the meaning of these General Terms and Conditions. This also applies to delivery and service items that are permanently attached to a building or land.

8.2. A warranty is excluded if the technical systems, such as supply lines, cabling, networks and the like are not in a technically perfect and operational condition or are not compatible with the works or objects of purchase to be produced by the contractor.

8.3. There are no warranty claims for defects caused by improper handling or excessive stress, if statutory operating or installation instructions or those issued by the contractor are not followed; if the delivery item was created based on the customer's specifications and the defect can be traced back to these specifications or drawings; in the event of incorrect assembly or commissioning by the customer or third parties, natural wear and tear, transport damage, improper storage, malfunctioning operating conditions (e.g. insufficient power supply), chemical, electrochemical or electrical influences, necessary maintenance not carried out, or poor maintenance .

8.4. Notifications of defects and complaints of any kind must be reported in writing without delay, stating the possible causes, otherwise warranty claims will be lost. Verbal, telephone or not immediate notices of defects and complaints will not be considered. After an agreed acceptance has been carried out, complaints about defects that were identifiable during acceptance are excluded.

8.5. Notices of defects and complaints are to be made at the contractor's headquarters, describing the error as precisely as possible, and the customer is to hand over the goods or work services that are the subject of the complaint, provided the latter is feasible.

8.6. The contractor is entitled to carry out or have carried out any inspection it deems necessary, even if this renders the goods or workpieces unusable. In the event that this examination reveals that the contractor is not responsible for any errors, the customer must bear the costs for this examination for a reasonable fee.

8.7. If the objects of performance are manufactured on the basis of information, drawings, plans, models or other specifications of the customer, the contractor only warrants that the execution is in accordance with the conditions.

8.8. If the customer makes changes to the delivered object of purchase or works without the prior written consent of the contractor, the warranty obligation of the contractor expires.

8.9. When asserting secondary warranty claims, the contractor is entitled to choose to avert a request for a change by claiming a price reduction, provided the defect is not significant and cannot be rectified.

8.10. The customer must also prove the existence of a defect at the time of handover within the first six months of handover of the item/work.

8.11. All costs incurred in connection with the rectification of defects, such as transport, entry and exit as well as travel costs, shall be borne by the customer. At the request of the contractor, the customer must provide the necessary workers free of charge.

9. Liability and Product Liability

9.1. The contractor is only liable for damage caused intentionally or through gross negligence. Liability for slight negligence is excluded. The fault of the contractor must be proven by the client.

9.2. Liability for indirect damage, consequential damage, loss of profit, financial loss, damage due to business interruption, loss of data, loss of interest and damage due to third-party claims against the client is excluded in any case.

9.3. Any liability of the contractor is in any case limited to the amount of the agreed fee or the purchase price for the respective order. The contracts taken over by the contractor are only accepted subject to this limitation of liability. Any further liability of the contractor is expressly excluded. If the total damage exceeds the maximum limit, the compensation claims of individual injured parties are reduced proportionately.

9.4. The customer must inform the contractor immediately of any defects discovered in the goods or the work, otherwise all claims will be lost. In any case, claims for damages must be asserted in court within six months, otherwise they will expire.

9.5. As compensation for damages, the client can initially only demand improvement or replacement of the item/work; only if both are impossible or involve a disproportionate effort for the contractor can the client demand immediate compensation.

9.6. Liability is generally excluded in the event of non-compliance with any conditions for assembly, commissioning and use or the official approval conditions. The customer is obliged to ensure that the operating instructions for the delivered goods or works are observed by all users. In particular, the customer must train and instruct his staff and other persons who come into contact with the delivered goods or work accordingly.

9.7. The obligation to compensate for damage to property resulting from the Product Liability Act and product liability claims that can be derived from other provisions are excluded insofar as this is legally possible. The customer is obliged to transfer the exclusion of liability for product liability claims to any contractual partners. A recourse of the customer against the contractor from the claim according to the product liability law is excluded. The customer must take out adequate insurance for product liability claims and indemnify and hold the customer harmless in this regard.

10. Premature termination of contract and error

10.1. If a delivery/service is not possible for reasons for which the customer is responsible or if a customer does not comply with a legal or contractual obligation towards the contractor, the contractor is entitled to withdraw from the contract. In this case, the customer must compensate the contractor for any resulting disadvantages and lost profit.

10.2. The client waives the right to challenge/adjust this contract due to error.

11. Intellectual Property Rights

11.1. The customer is responsible for ensuring that any design information, drawings, models or other specifications handed over for production do not infringe on the property rights of third parties. In the event of any infringement of property rights, the customer shall indemnify and hold the contractor harmless.

11.2. Software, execution documents, such as plans, sketches and other technical documents, as well as samples, catalogues, brochures, illustrations and the like remain the intellectual property of the contractor and enjoy copyright protection. Any duplication, distribution, imitation, processing or exploitation and the like that is not expressly granted is not permitted.

12.Software

12.1. If the service/purchase item also includes software components or computer programs, the contractor grants the client a non-transferrable and non-exclusive right of use at the agreed installation site in compliance with the contractual conditions and documents (e.g. operating instructions).

12.2. Without the prior written consent of the contractor, the client is not entitled - otherwise any claims are excluded - to copy the software, to change it, to make it accessible to third parties or to use it for purposes other than those expressly agreed. This applies in particular to the source code.

12.3. A warranty with regard to the software only exists for compliance of the software with the specifications agreed upon when the contract was concluded, provided that the software is used in accordance with the installation requirements and the applicable conditions of use. The contractor does not guarantee that the software is in perfect condition and that it functions uninterruptedly or error-free. The occurrence of errors cannot be ruled out.

12.4. The selection and specification of the software offered by the contractor is made by the customer, who must ensure that it is compatible with the technical conditions on site. The customer is responsible for the use of the software and the results achieved with it.

12.5. For software to be produced individually, the performance features, special functions, hardware and software requirements, installation requirements, conditions of use and operation result exclusively from the specifications to be agreed in writing between the contracting parties. The customer must provide the information required for the production of individual software before the contract is concluded.

13. General

13.1. Should a provision of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions. Invalid provisions are to be closed by the contracting parties with a provision that comes closest to the invalid provision and is customary in the industry.

13.2. The place of jurisdiction for all disputes arising from the contractual relationship or future contracts between the contractor and the client is the local court responsible for the contractor's registered office. The contractor is also entitled to sue at the customer's general place of jurisdiction.

13.3. The contracting parties agree on the application of Austrian law. The application of the UN sales law is mutually excluded.

13.4. The customer must inform the contractor immediately in writing of any changes to his name, company, address, legal form or other relevant information.

As of November 1st, 2003 - Misprints and errors excepted

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