General Purchasing and Delivery Conditions

General Purchasing and Delivery Conditions
valid as of 1st January 2002

1. GENERAL POINTS:
The following conditions apply to all business transactions unless other agreements have been made in writing in individual cases. This is also the case if the Client unilaterally, irrespective of the manner, declares these conditions to be invalid. By confirming his order the Client accepts our following delivery conditions notwithstanding his declaration to the contrary. Written agreement to amend individual conditions does not affect the other conditions. Our conditions otherwise also remain binding if individual provisions should for any reason be invalid.

2. QUOTATIONS AND ORDERS:
Our quotations are always without obligation. Order confirmations and their appendices are considered as having been accepted in full by the purchaser if within 8 days of the date of issue the purchaser has not informed us of his objections in writing.

3. PRICES AND PAYMENT:
Our prices are without obligation, exclusive of turnover tax and other statutory charges and apply, unless otherwise agreed, ex our store or delivery works without packaging. The prices valid on the day of delivery are charged. Our invoices are payable immediately, without deductions and free of charge for us unless other payment conditions have been agreed. If the payment deadline passes, the consequences of default apply, without a reminder being required. In the event of default we are entitled to charge preliminary procedural costs, including reminder costs and lawyer’s costs in so far as these are established in accordance with statutory regulations, more particularly the decree relating to the maximum rates of collection institutions (Federal Gazette 1996/141 in its current version) or the lawyers’ rates act (Federal Gazette 1969/189 in its current version). A reminder fee of EUR 30.00 is charged in each individual case. The retention of payments or offsetting of any counterclaims by the Client is not permitted. If after conclusion of the contract it comes to our attention that the Client’s assets situation has developed unfavourably so that the contractual fulfilment of the obligations in accordance with the contract is no longer possible or possible within an appropriate deadline, we can demand advance payments or surety to the value of our performance. If the Client does not meet these requirements we are entitled to withdraw from the contract. If the case of instalment payments the Client is in arrears with just one of the agreed payments or other performance, failure to meet the deadline comes into force with regard to the entire remaining debt.

4. DELIVERY DEADLINES:
Our acceptance of delivery deadlines takes place to the best of our knowledge and belief. An agreed delivery deadline is considered as having been observed if our readiness to delivery is notified to the purchaser within the agreed deadline. In the event of acts of God, measures by authorities or other circumstances beyond our control the agreed delivery deadline is deferred in accordance with their duration. The purchaser is not entitled to enforce compensation claims or other claims against us if our delivery delay is due to the fault of our suppliers. If we exceed agreed delivery deadlines the Client has the right to withdraw from the contract if, within an appropriate period, i.e. at least four weeks, we do not complete the delivery. The Client is not permitted to enforce compensation claims due to such withdrawal. Partial deliveries are permitted and are considered as separate business transactions and are invoiced accordingly.

5. MEASUREMENT DEVIATION:
For the quantity and weight the values determined by our store, delivery works or our shipping company are exclusively decisive. Deviations in terms of weight, meterage, numbers etc of up to plus/minus 10% of the total ordered quantity as well as the partial deliveries are permissible.

6. TRANSFER OF RISK:
As soon as the goods leave our store or delivery works or the purchaser has been notified of readiness to deliver all the risks and burdens are transferred to the purchaser.

7. RETURNS:
The return and exchange of delivered goods, in particular special orders and adaptations are only possible with our consent. The result costs are borne by the purchaser.

8. GUARANTEE:
We assume the guarantee within the statutory or agreed deadline to the extent that all parts proven to be damaged or unusable due to poor material, defective production or faulty design are at our choice either returned to a usable condition by rectification of the faults at our cost or are replaced by us. Further claims are ruled out. In the case of equipment delivered by us we only guarantee correct operation if the operating instructions issued by us are passed on and observed by the client. We only accept liability for the quality and usability of each contractual item (including special products) if by the time of placing the order the precise purpose of use of the contractual item is notified to us in writing. We do not accept liability for damage due to incorrect operation, wear and tear, non-observance of the operating/usage instructions and overloading of the devices/device components beyond the performance indicated by us. Complaints relating to defects can only be considered if they are enforced in writing immediately after receipt and/or handing over of the goods, but at the latest within 5 working days of receipt/handing over. Defects that only come to light after this must be notified immediately. Defect complaints are not accepted if the condition of the goods has changed after the transfer of risk due to causes or circumstance beyond our control. We are only liable for raw material defects it we could have recognised the fault through the application of specialist care and only as part of the guarantee of our supplier. For all jointly supplied external products and goods only the guarantee is assumed that producers and suppliers of these products and services enter into with us. All our guarantee obligations cease to apply if the client rectifies the faults on his own behest. Submitting a defect complaint does not release the client from his payment obligations. Besides this guarantee we are not liable for any recognisable or only subsequently occurring damage, unless caused deliberately or through gross negligence. If claims are made against the client on the basis of goods or products delivered by us, he must notify us immediately, otherwise rights of recourse, in particular in accordance with § 933 b ABGB, are ruled out. Any rights of recourse only apply to the extent to which guarantees are given by our suppliers and producers, but at most up to the net purchase price to be paid by the client. In all cases any liability and recourse claims expire 3 years after receipt/handing over of the goods if they have not been judicially enforced.

9. CANCELLATION:
If orders are cancelled we reserve the right to charge the client the order-related costs incurred up to the time of cancellation. It is agreed that costs amounting to 25% of the cancelled order sum can be enforced without providing further evidence.

10. RETENTION OF OWNERSHIP:
The delivered goods remain our property until complete payment has been made. The purchaser is obliged to treat goods delivered by us, whether finished or unfinished, as our property until complete fulfilment of all his obligations arising out of the order, to insure them accordingly and to store them carefully. We are entitled to demand the return of the delivered goods if we receive poor credit information about the client, letters of acceptance of the client have been protested or a substantial deterioration in his economic circumstances has occurred. In the event of distraint or other claims or retention of ownership of the delivered goods by third parties, or, in particular, in the event of selling on, the client must refer to our ownership, enforce it and notify us immediately. The client is entitled to have disposal of, process and sell goods delivered under retention of ownership in his usual business operations. In the event of selling on of the retention goods the client transfers his purchase price vis-à-vis his purchaser/client, if necessary also at the amount of our joint ownership share, to us as security and must inform us of the name and address of the purchaser as well as the amount of the receivables resulting from the sale, and must inform his purchaser/client of the transfer of the receivables to us indicating the amount of the receivables. If the client passes on the retention goods for cash payment he must transfer the price to be received from his purchaser/client for the retention goods to us by way of constructive possession. Through appropriate bookkeeping notes the client must indicate the existence of our receivables (“extended retention of ownership”).

11. PACKAGING:
The packaging required by the purchaser or considered necessary by our delivery works is charged at cost price. Packaging is only returned in accordance with special agreements. However, the payment is not more than 50% of the original value.

12. PLACE OF PERFORMANCE AND PLACE OF JURISDICTION:
Parish of Neunkirchen, Judicial District of Neunkirchen, Austria

The client consents to the personal data made available being processed by computer and passed on.

Austrian law is applicable with the exception of the UNCITRAI- United Nations Convention on Contracts for the International Sale of Goods

Ingrid L. Blecha Gesellschaft m.b.H.
A-2620 NEUNKIRCHEN, Triftweg 102