1. Scope of application

The following General Terms and Conditions of Sale and Delivery (“GTC”) shall apply to all contracts for the purchase of goods, deliveries and other services of IWG Ing. W. Garhöfer Ges.m.b.H. (referred to as “Seller” or “we”), unless otherwise individually agreed in writing. Deviating general terms and conditions of the contractual partner (also referred to as “Buyer”) only apply with the written and express consent of the Seller and then limited to the respective legal transaction, but not to subsequent transactions. In particular, acts by the Seller in fulfilment of a contract do not constitute such consent.

2. Offers and prices

Our offers are not binding. Should the Buyer wish to make any changes to the order, we will submit a new offer.

Prices offered by the Seller are subject to change. The prices for precious metals are the respective daily rates at the time of our offer and are fixed at the rate on the day of the order and confirmed with an order confirmation. We therefore reserve the right to invoice the current daily rates for precious metals at the time of the order.

Prices for chemicals are offered in accordance with the current price list. Unless otherwise agreed, our prices do not include value added tax.

All business and technical documents and information provided together with an offer, remain our (intellectual) property and may not be used or utilised in any way without our express written consent.

3. Conclusion of contract

A contract with the Buyer is only validly concluded upon our written order confirmation. All written or verbal offers shall only become binding upon our written order confirmation. Changes to the offer or the order as well as side agreements must be made in writing to be valid.

4. Product labelling, instructions for use

Product labelling: Any change to our product labelling and any special stamping which could be regarded as a mark of origin of the Buyer or a third party or which could give the impression that it is a special mark is not permitted.

Instructions for use: The Buyer is obliged to read the instructions for use. Any use of the goods other than that specified in the instructions for use is not permitted. The Seller’s instructions for use are not only for information purposes but are binding and are intended to protect the Buyer from danger and damage. Liability is excluded for damage caused by non-compliance with the instructions for use (see also point 9 below).

5. Delivery and transfer of risk, freight forwarding, INCOTERMS

The following terms of delivery shall apply unless expressly agreed otherwise in our written order confirmation or written offer.

Dates and deadlines specified for delivery by the Seller are not binding. Claims for damages due to delayed delivery or any missed deadlines as well as penalty payments (contractual penalties) due to late delivery are excluded. Deliveries shall be made by a forwarding agent, carrier or another person appointed by the Seller for the despatch, unless the Seller undertakes the delivery itself. The Seller shall not be liable for delivery by a forwarding agent, carrier or any other person appointed for despatch. The Seller chooses the mode and route of despatch to the best of its judgement. Deliveries shall be ex works (EXW), unless expressly agreed otherwise in the written order confirmation or the written offer. The quality and quantity of the delivery correspond to our order confirmation.

The time of delivery shall be the day on which the goods leave the factory or the interim storage facility or – in the case of collection – are made available to the Buyer ready for despatch. The Buyer must ensure that the place of delivery is accessible and that the agreed acceptance time is adhered to. Storage or safekeeping measures and associated costs which become necessary for reasons attributable to the buyer (e.g. default of acceptance) shall be borne by and at the expense of the Buyer.

The risk of accidental destruction or deterioration of the goods shall pass to the Buyer upon handover of the goods, unless we have undertaken the transport ourselves. In the case of delivery by a forwarding agent, carrier or other person appointed to despatch the goods, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon handover to the forwarding agent, carrier or other person appointed to despatch the goods.

The Seller is not liable for force majeure. If the Seller is prevented from fulfilling its obligations due to the occurrence of unforeseen circumstances which could not have been avoided despite reasonable care in the circumstances of the case – e.g. strike, fire, natural disasters, official orders, operational disruptions such as energy or raw material shortages – the Seller shall be released from its obligations.

6. Payment terms

Payment by the Buyer must be made (i) for precious metals immediately, but no later than within four days and (ii) for other chemicals within 30 days of the invoice date, without any deductions.

Cheques and bills of exchange are only accepted on account of payment and subject to separate written agreement.

Payment shall be deemed to have been made upon receipt of the invoiced amount in the Seller’s specified account. In the event of default of payment, the Buyer undertakes to

reimburse us for the payment reminder and collection expenses incurred, insofar as they are necessary for the appropriate assertion of our rights. In the event of late payment, we are entitled to charge default interest in the amount of 12% p.a. without prior notice. If a payment reminder is required, we reserve the right to charge a fee of EUR 10 for each reminder. The Buyer shall not be entitled to offset any counterclaims and/or withhold payments due to incomplete delivery, warranty claims, damage claims or complaints, unless the claims or demands have been expressly acknowledged by the Seller or established in court.

7. Retention of title

The goods shall remain our property until the purchase price agreed for the goods has been paid in full, including all ancillary liabilities (e.g. interest, costs).

If the goods are treated or processed by the Buyer, the retention of title shall extend to the new item. In the event of processing, combining or mixing with third-party items, we acquire joint property ownership of the new item produced in the ratio of the value of our goods to that of the other item used at the time of processing, combining or mixing.

The Buyer is entitled to resell the goods in the ordinary course of business but must inform us and assign to us the claim arising from the resale to the extent of the purchase price owed. The assignment must be made evident by book entries in the Buyer’s accounts and open item lists.

The Buyer shall not pledge the goods to a third party, assign them as security or encumber them in any other way in favour of a third party before the purchase price has been paid in full.

8. Warranty

The Buyer shall notify the Seller in writing of any defects without delay, at the latest within seven days of delivery of the goods, giving a precise description of the defect by fax or e-mail. Hidden defects must be notified in the same form within seven days of discovery. A notification of defects shall be deemed to have been made in time if it is received by the Seller within this period. A notification of defects does not release the Buyer from the obligation to pay. If a notification of defects is not made or not made in time, the goods shall be deemed to have been approved and accepted.

The warranty period is six months. The existence of defects must be proven by the Buyer. Unless otherwise agreed, the warranty shall initially be limited to improvement and replacement of any defective goods at the discretion of the Seller. If the subsequent fulfilment is unsuccessful, the Buyer may withdraw from the contract if the defect is not minor or demand a price reduction. The existence of a defect does not entitle the Buyer to rectify the defect himself or have it rectified by a third party.

The warranty is excluded if the Buyer or a third party who was not authorised by us has made changes to the goods. The Buyer’s recourse against us in accordance with Section 933b General Civil Code (ABGB) is excluded after expiry of the warranty period applicable in relation to the Buyer.

9. Compensation for damages

The Seller shall provide its services in accordance with recognised rules and the state of the art. Instructions for use are provided with the order, on delivery or on request. Reference is made to the instructions for handling and use of the goods stated therein. The Seller shall not be liable for damage caused by unsuitable or improper use, incorrect or negligent handling or storage of the goods or chemicals supplied.

Liability for consequential damage incurred by the Buyer due to a defective product is excluded. The Buyer undertakes to transfer this limitation of liability to its own customers. Any recourse claims made by contractual partners or third parties against the Seller based on product liability (Section 12 Product Liability Act – PHG) are excluded, unless the party entitled to recourse proves that the defect was caused by at least gross negligence on the part of the Seller.

We shall only be liable for compensation of damage caused by gross negligence or wilful misconduct on our part. However, this limitation of liability does not apply to compensation for personal injury. We are not liable for indirect damage, lost profit, consequential damage and financial loss and damage arising from third-party claims. In the event of gross negligence, liability is limited to the amount of the purchase value of the goods, up to a maximum of the amount covered by our insurance.

The Buyer is not entitled to withhold payment of the purchase price due to the assertion of a claim.

Unless a shorter limitation or preclusion period is provided for by law, all claims against us shall become time-barred if they are not asserted in court within six months from the time at which the damaged party becomes aware of the damage and the person causing the damage or the event otherwise giving rise to the claim, but at the latest after the expiry of three years from the behaviour giving rise to the claim.

10. Choice of law, place of performance, choice of court, final provisions

Austrian law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods and national and international conflict of law rules. The place of performance is the seat of the Seller, unless otherwise stipulated in the order confirmation.

The competent court in Vienna shall have exclusive jurisdiction to decide on all disputes arising from or in connection with contracts concluded with us. Should any provision of these GTC be void or invalid, the validity of the remaining provisions shall remain unaffected. Void or invalid provisions shall be interpreted or supplemented in such a way that the economic purpose pursued with the void or invalid provision is achieved in the best possible way. In case of differences between the German and the English version, the German version of the GTC shall prevail.

GENERAL TERMS AND CONDITIONS (GTC) OF IWG ING. W. GARHÖFER GES.M.B.H. ONLINE SHOP
(DATED 20.06.2024)

1. Scope of application

The following General Terms and Conditions (“GTC”) shall apply to all contracts for goods, deliveries and other services (collectively “Products”) concluded by means of online orders via the website of IWG Ing. W. Garhöfer Ges.m.b.H. (referred to as “Seller” or “we”), unless otherwise individually agreed in writing. Deviating general terms and conditions of the contractual partner (also referred to as “Buyer”) shall only apply with the written and express consent of the Seller and then limited to the respective legal transaction, but not to subsequent transactions. In particular, acts by the Seller in fulfilment of a contract do not constitute such consent.

Contracts through online orders are concluded exclusively with entrepreneurs and not with consumers (in each case within the meaning of the Consumer Protection Act).

The GTC can be accessed and saved at www.iwgplating.com/agb/

2. Offers, prices and delivery costs

Our offers are not binding. Should the Buyer wish to make any changes to the order, we will submit a new offer.

Prices offered by the Seller are subject to change. The prices for precious metals are the respective daily rates at the time of our offer and are fixed at the daily rate on the day of the order in the ordering process and subsequently confirmed with an order confirmation. We therefore reserve the right to charge the current daily rates for precious metals at the time of the order.

Prices for chemicals are offered in accordance with the respective updated precious metal prices, available at www.iwgplating.com/edelmetallpreise/.

Our prices are stated in EURO (€) and, unless otherwise agreed, do not include value added tax.

Delivery costs will be added during the ordering process. The total price of your order includes the product price and shipping costs (“Total Price”).

All business and technical documents and information provided together with an offer, remain our (intellectual) property and may not be used or utilised in any way without our express written consent.

3. Ordering process and conclusion of contract

3.1 Ordering process

The ordering process essentially consists of the following steps:

a) You add the products you want to your shopping basket;
b) You enter or confirm your data;
c) You select one of the available payment methods and enter the required payment details;
d) You will be provided with our data privacy policy and asked to read it carefully;
e) You will be asked to carefully read and accept these GTC;
f) Before finalising the order, you have the opportunity to check the products to be ordered, the Total Price of the order and the data you have provided;
g) By clicking on the order button, you complete the order process and submit a contractually binding offer.

3.2 Conclusion of contract

A contract with the Buyer is only validly concluded upon our written order confirmation sent by e-mail or, if no order confirmation is sent due to processing errors, when the products are dispatched. All offers shall only become binding upon our written order confirmation. Changes to the offer or the order as well as side agreements must be made in writing to be valid.

No contracts are concluded with consumers. Should an order confirmation nevertheless be sent to a consumer after an online order has been placed, this order confirmation shall not be deemed as acceptance of the offer and therefore no contract shall be concluded.

The information obligations of the Seller according to Sections 9 and 10 E-Commerce Act (ECG) are expressly excluded.

4. Product labelling, instructions for use

Product labelling: Any change to our product labelling and any special stamping which could be regarded as a mark of origin of the Buyer or a third party or which could give the impression that it is a special mark is not permitted.

Instructions for use: The Buyer is obliged to read the instructions for use. Any use of the goods other than that specified in the instructions for use is not permitted. The Seller’s instructions for use are not only for information purposes but are binding and are intended to protect the Buyer from danger and damage. Liability is excluded for damage caused by non-compliance with the instructions for use (see also point 8 below).

5. Delivery and transfer of risk, freight forwarding, INCOTERMS

The following terms of delivery shall apply unless expressly agreed otherwise in our written order confirmation or written offer.

The delivery of our products is limited to countries within the European Union.

Dates and deadlines specified for delivery by the Seller are not binding. Claims for damages due to delayed delivery or any missed deadlines as well as penalty payments (contractual penalties) due to late delivery are excluded.

Deliveries shall be made by a forwarding agent, carrier or another person appointed by the Seller for the despatch, unless the Seller undertakes the delivery itself. The Seller shall not be liable for delivery by a forwarding agent, carrier or any other person appointed for despatch. The Seller chooses the mode and route of despatch to the best of its judgement. Deliveries shall be ex works (EXW), unless expressly agreed otherwise in the written order confirmation or the written offer. The quality and quantity of the delivery correspond to our order confirmation.

The time of delivery shall be the day on which the goods leave the factory or the interim storage facility or – in the case of collection – are made available to the Buyer ready for despatch. The Buyer must ensure that the place of delivery is accessible and that the agreed acceptance time is adhered to. Storage or safekeeping measures and associated costs which become necessary for reasons attributable to the buyer (e.g. default of acceptance) shall be borne by and at the expense of the Buyer.

The risk of accidental destruction or deterioration of the goods shall pass to the Buyer upon handover of the goods, unless we have undertaken the transport ourselves. In the case of delivery by a forwarding agent, carrier or other person appointed to despatch the goods, the risk of accidental loss or accidental deterioration of the goods shall pass to the Buyer upon handover to the forwarding agent, carrier or other person appointed to despatch the goods.

The Seller is not liable for force majeure. If the Seller is prevented from fulfilling its obligations due to the occurrence of unforeseen circumstances which could not have been avoided despite reasonable care in the circumstances of the case – e.g. strike, fire, natural disasters, official orders, operational disruptions such as energy or raw material shortages – the Seller shall be released from its obligations.

6. Payment terms

Credit/debit cardholders are subject to validation checks and authorisation by the card issuer. We will not be liable for delays or non-delivery of products if the Buyer’s card issuer refuses payment or does not authorise payment to us for any reason.

Payment by the Buyer shall be made in advance. Payment shall be deemed to have been made upon receipt of the invoice amount in the Seller’s account. The Buyer shall not be entitled to set off any counterclaims and/or withhold payments due to incomplete delivery, warranty claims, claims for damages or complaints, unless its claims or demands have been expressly recognised by the Seller or established by a court of law.

7. Warranty

The Buyer shall notify the Seller in writing of any defects without delay, at the latest within seven days of delivery of the goods, giving a precise description of the defect by fax or e-mail. Hidden defects must be notified in the same form within seven days of discovery. A notification of defects shall be deemed to have been made in time if it is received by the Seller within this period. A notification of defects does not release the Buyer from the obligation to pay. If a notification of defects is not made or not made in time, the goods shall be deemed to have been approved and accepted.

The warranty period is six months. The existence of defects must be proven by the Buyer. Unless otherwise agreed, the warranty shall initially be limited to improvement and replacement of any defective goods at the discretion of the Seller. If the subsequent fulfilment is unsuccessful, the Buyer may withdraw from the contract if the defect is not minor or demand a price reduction. The existence of a defect does not entitle the Buyer to rectify the defect himself or have it rectified by a third party.

The warranty is excluded if the Buyer or a third party who was not authorised by us has made changes to the goods. The Buyer’s recourse against us in accordance with Section 933b General Civil Code (ABGB) is excluded after expiry of the warranty period applicable in relation to the Buyer.

8. Compensation for damages

The Seller shall provide its services in accordance with recognised rules and the state of the art. Instructions for use are provided with the order, on delivery or on request. Reference is made to the instructions for handling and use of the goods stated therein. The Seller shall not be liable for damage caused by unsuitable or improper use, incorrect or negligent handling or storage of the goods or chemicals supplied.

Liability for consequential damage incurred by the Buyer due to a defective product is excluded. The Buyer undertakes to transfer this limitation of liability to its own customers. Any recourse claims made by contractual partners or third parties against the Seller based on product liability (Section 12 Product Liability Act – PHG) are excluded, unless the party entitled to recourse proves that the defect was caused by at least gross negligence on the part of the Seller.

We shall only be liable for compensation of damage caused by gross negligence or wilful misconduct on our part. However, this limitation of liability does not apply to compensation for personal injury. We are not liable for indirect damage, lost profit, consequential damage and financial loss and damage arising from third-party claims. In the event of gross negligence, liability is limited to the amount of the purchase value of the goods, up to a maximum of the amount covered by our insurance.

The Buyer is not entitled to withhold payment of the purchase price due to the assertion of a claim.

Unless a shorter limitation or preclusion period is provided for by law, all claims against us shall become time-barred if they are not asserted in court within six months from the time at which the damaged party becomes aware of the damage and the person causing the damage or the event otherwise giving rise to the claim, but at the latest after the expiry of three years from the behaviour giving rise to the claim.

9. Choice of law, place of performance, choice of court, final provisions

Austrian law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods and national and international conflict of law rules. The place of performance is the seat of the Seller, unless otherwise stipulated in the order confirmation.

The competent court in Vienna shall have exclusive jurisdiction to decide on all disputes arising from or in connection with contracts concluded with us.

Should any provision of these GTC be void or invalid, the validity of the remaining provisions shall remain unaffected. Void or invalid provisions shall be interpreted or supplemented in such a way that the economic purpose pursued with the void or invalid provision is achieved in the best possible way.

In case of differences between the German and the English version, the German version of the GTC shall prevail.

GENERAL TERMS AND CONDITIONS OF PROCESSING OF IWG ING. W. GARHÖFER GES.M.B.H.
(DATED 01.06.2024)

1. Scope of application

The following General Terms and Conditions of Processing (“GTCP”) shall apply to all processing services and deliveries of IWG Ing. W. Garhöfer Ges.m.b.H. (referred to as “Contractor” or “we”), unless otherwise specifically agreed in writing. Deviating general terms and conditions of the contractual partner (also referred to as “Customer”) shall only apply with the written and express consent of the Contractor and then limited to the respective legal transaction, but not to subsequent transactions. In particular, acts by the Contractor in fulfilment of a contract do not constitute such consent.

2. Offers and prices

Our offers are not binding. Should the Customer wish to make any changes to the order, we will submit a new offer.

The prices in our offer refer to the quantity stated in the offer. The quantity/quantity of precious metals to be processed can only be bindingly determined after recovery or separation. The analysis and treatment costs required to determine the quantity of precious metal will be stated in our offer. Once the quantity has been determined, the price for the recovered precious metal, including ancillary costs, will be invoiced in accordance with the offer. We reserve the right to charge additional costs for expenses that may arise due to the special nature of the precious metal to be reprocessed. Unless otherwise agreed, our prices do not include value added tax.

All business and technical documents and information provided together with an offer, remain the (intellectual) property of the Contractor and may not be used or utilised in any way without the express written consent of the Contractor.

3. Conclusion of contract

A contract with the Customer is only validly concluded with our written order confirmation. All written or verbal offers shall only become binding upon our written order confirmation. Changes to the offer or the order as well as side agreements must be made in writing to be valid.

4. Acceptance of the delivered material

Precious metals: We only accept damage-free materials and materials free from harmful, dangerous, radioactive and/or disruptive components for processing. If such damage or components are discovered after receipt and during processing, we are entitled to reject the delivered materials or return them unprocessed.

5. Payment terms

Payment by the Customer for the processing of metals must be made within 30 days of invoicing, without any deductions. Cheques and bills of exchange shall only be accepted on account of payment and subject to separate written agreement.

Payment shall be deemed to have been made upon receipt of the invoice amount in the Contractor’s specified account.

In the event of default of payment, the Customer undertakes to reimburse us for the payment reminder and collection expenses incurred, insofar as they are necessary for the appropriate assertion of our rights. In the event of late payment, we are entitled to charge default interest in the amount of 12% p.a. without prior notice. If a payment reminder is required, we reserve the right to charge a fee of EUR 10 for each reminder.

The Customer shall not be entitled to offset any counterclaims and/or withhold payments due to incomplete delivery, warranty claims, damage claims or complaints, unless his claims or demands have been expressly acknowledged by the Contractor or established in court.

6. Property rights

With the processing, combining or mixing of the accepted materials with other materials, we acquire joint property ownership of the new item produced in the ratio of the value of our materials to the accepted materials at the time of processing, combining or mixing. The joint property ownership exists until the order price has been paid in full. Until this time, we are also entitled to retain the processed materials in any case.

7. Warranty

The Contractor warrants that the processing of the material corresponds to the contractually agreed properties. The Contractor does not warrant any specific success of the processing or a specific quantity or quality of precious metals after the recovery of delivered materials.

The Customer shall notify the Contractor of any defects immediately, at the latest within seven days of delivery, in writing by fax or e-mail with a precise description of the defect. Hidden defects must be notified in the same form within seven days of discovery. A notification of defects shall be deemed to have been made in time if it is received by the Contractor within this period. A notification of defects does not release the Customer from the obligation to pay. If a notification of defects is not made or not made in time, the processing shall be deemed to have been approved and accepted. The warranty period is six months. The existence of defects must be proven by the Customer. Unless otherwise agreed, the warranty is initially limited to improvement at the discretion of the Contractor. If the improvement is unsuccessful, the Customer may withdraw from the contract if the defect is not minor or demand a price reduction. The existence of a defect does not entitle the Customer to rectify the defect itself or have it rectified by a third party. The Customer’s recourse against us in accordance with Section 933b General Civil Code (ABGB) is excluded after expiry of the warranty period applicable in relation to the Customer.

8. Compensation for damages

We shall only be liable for compensation for damage caused by gross negligence or wilful misconduct on our part. However, this limitation of liability does not apply to compensation for personal injury. We are not liable for indirect damage, loss of profit, consequential damage and financial loss and damage arising from third-party claims. In the event of gross negligence, liability shall be limited to the amount covered by our insurance.

Unless a shorter limitation or preclusion period is provided for by law, all claims against us shall become time-barred if they are not asserted in court within six months of the time at which the injured party becomes aware of the damage and the person causing the damage or the event otherwise giving rise to the claim, but no later than three years after the behaviour giving rise to the claim.

Liability for the processing material:

We shall only be liable for the destruction of the delivered material, damage or other disruptions to the precious metals due to storage or handling during the recovery or processing of the delivered material pursuant to the above paragraphs. We shall not be liable for the destruction of the material in the event of force majeure.

The Customer shall be liable for all damages in connection with the performance of the contractual services by the Contractor that is attributable to the hazardous nature of the processing material.

9. Force majeure

If we are prevented from fulfilling our obligations due to the occurrence of unforeseen circumstances which could not have been avoided despite reasonable care in the circumstances of the case, e.g. strike, fire, natural disasters, official orders, operational disruptions – such as energy or raw material shortages – we shall be released from these obligations.

10. Choice of law, place of performance, choice of court, final provisions

Austrian law shall apply exclusively, excluding the UN Convention on Contracts for the International Sale of Goods

and national and international conflict of law rules. The place of performance is the seat of the Contractor, unless otherwise stipulated in the order confirmation.

The competent court in Vienna shall have exclusive jurisdiction to decide on all disputes arising from or in connection with processing contracts concluded with us.

Should any provision of these GTCP be void or invalid, the validity of the remaining provisions shall remain unaffected. Void or invalid provisions shall be interpreted or supplemented in such a way that the economic purpose pursued with the void or invalid provision is achieved in the best possible way.

In case of differences between the German and the English version, the German version of the GTCP shall prevail.

1. Scope of application

The following General Terms and Conditions of Purchase (“GTCP”) shall apply to all orders of goods and the purchase of services of any kind by IWG Ing. W. Garhöfer Ges.m.b.H. (referred to as “Purchaser” or “we”), unless otherwise individually agreed in writing. Deviating general terms and conditions of the contractual partner (referred to as “Supplier”) shall only apply with the written and express consent of the Purchaser and then limited to the respective legal transaction, but not for subsequent transactions. In particular, acts by the Seller in fulfilment of a contract do not constitute such consent.

2. Order and prices

Only orders placed by the Purchaser in writing (by letter, e-mail or fax) are legally binding. Orders must be confirmed in writing without delay.

The Purchaser may cancel the order free of charge if the Supplier does not confirm it in writing within two weeks (or another period specified in the order).

The Supplier shall examine each order for noticeable errors, ambiguities, incompleteness and unsuitability of the specifications chosen by the Purchaser for the intended use. The Supplier shall inform the Purchaser immediately of necessary changes or clarifications of the order.

Deviations of the order confirmation from the order as well as verbal agreements before, during or after conclusion of the contract require the written consent and confirmation of the Purchaser to be valid.

Prices stated in the order are fixed prices, unless otherwise agreed. Unless otherwise agreed in writing, the Supplier shall bear all transport and packaging costs, freight and insurance charges, customs duties, fees and charges.

Enquiries from the Purchaser are non-binding. Offers, plans or cost estimates shall only be remunerated if expressly agreed in writing.

3. Place of performance

The place of performance is the seat of the Purchaser, unless otherwise stated in the order.

Unless it has been agreed that the Purchaser will organise the transport, the Supplier warrants to organise all transports in such a way that delivery is guaranteed during the regular opening hours at the place of performance and the agreed or necessary logistical requirements are met.

4. Time of performance, contractual penalty

The agreed delivery dates are binding and must be strictly adhered to. The timeliness of deliveries or services shall be

determined by their receipt at the place of performance and, in the case of contracts for work and services, by their acceptance by the Purchaser.

Partial deliveries or services are only permitted with our prior written consent.

The Supplier is obliged to inform the Purchaser immediately in writing, stating the reasons and the expected duration of a delay, if circumstances arise or become apparent to the Supplier which indicate that the Supplier will not be able to fulfil its contractual obligations in whole or in part or not in time. If the Supplier fails to give such notice, it may not invoke any such impeding circumstances towards the Purchaser. In the event of delay for which the Supplier is responsible, the Purchaser shall be entitled to demand a contractual penalty of 1% of the order value for each commenced working day of delay but no more than 10% as a lump sum. Further rights (damage claims and cancellation of the contract) of the Purchaser remain unaffected.

5. Invoices, payments

For the processing and payment of invoices, it is necessary that all mandatory information is included on the invoice, including VAT (if applicable).

Unless otherwise agreed, invoices shall be paid with a 3% discount within 14 days or net within 30 days of receipt of the invoice and the goods/services. The payment period shall commence as soon as the delivery or service has been provided in full and a correct invoice has been received.

Payments made by the Purchaser shall not be deemed to be an acceptance of the delivery or service as being in accordance with the contract.

The Purchaser shall be entitled to offset and exercise rights of retention to the extent permitted by law.

6. Engagement of subcontractors

The engagement of subcontractors by the Supplier requires the prior written consent of the Purchaser. If the Purchaser gives its consent, the Supplier shall be responsible for ensuring that its subcontractors comply with all obligations under these GTCP, including the confidentiality obligations.

Irrespective of any consent given, the Supplier shall be liable to the Purchaser for all acts and omissions of its subcontractors in the same way as for its own. The assignment of subcontractors does not release the Supplier from its obligation to provide deliveries and services properly and from its liability arising from the contractual relationship.

7. Compliance, information obligations

The Supplier guarantees that the goods and services fulfil the applicable laws and standards for the protection of life, health, safety and the environment. To the extent applicable, the Supplier guarantees in particular compliance with the following laws and standards in the respective applicable version:

a) Regulation (EC) No. 1907/2006 (REACH Regulation),
b) Chemicals Act 1996 (Chemikaliengesetz 1996, ChemG 1996),
c) Regulation (EC) No. 1272/2008 (CLP Regulation),
d) Packaging Regulation 2014 (Verpackungsverordnung, VVO),
e) Act on the Transportation of Dangerous Goods (Gefahrengutbeförderungsgesetz, GGBG);
f) Agreement concerning the International Carriage of Dangerous Goods by Road (ADR),
g) Regulations concerning the International Carriage of Dangerous Goods by Rail (RID).

The Supplier warrants that it will provide the Purchaser proactively and without prior request by the Purchaser, but immediately upon request by the Purchaser, with all legally required or otherwise necessary documents and information required for the use of the goods. This includes full details of risks, dangers and suitable safety precautions in connection with the goods and their use.

The Supplier warrants that all packaging, containers and receptacles shall be clearly labelled in accordance with the law.

8. Warranty, compensation for damages, product liability

The Purchaser shall notify the Supplier of defects of the goods or services as soon as they are discovered in the ordinary course of business. The notification period shall depend on the circumstances of the individual case. It shall be at least two weeks from delivery for noticeable defects. In the case of hidden defects, the notification period shall be at least two weeks from discovery of the defect.

Defects must be rectified immediately in all cases. If the Supplier is unable to remedy defects within a reasonable period of time, the Purchaser shall be entitled, at its own discretion, to have the defects remedied by third parties at the Supplier’s expense and risk, to demand a price reduction or, in the case of non-minor defects, to cancel the contract. The costs for justified returns, replacement deliveries and repairs shall be borne by the Supplier.

The warranty period shall be two years from the date of transfer of risk by handover or acceptance, unless a longer period is provided for by law or contract. The warranty period shall commence anew from the date on which the defect has been remedied.

The Supplier shall be liable without limitation for all personal injury, property damage and financial loss (including loss of profit and consequential damage of defects) caused by the Supplier or its vicarious agents.

Unless a longer period is provided for by law or contract, claims for damages against the Supplier shall become time-barred three years after knowledge of the damage and the damaging party.

The Purchaser shall be entitled to the statutory rights of recourse within a supply chain in accordance with Section 933b ABGB (Austrian Civil Code) (dealer recourse) without restriction.

As a manufacturer or importer of products, the Supplier shall ensure, by taking out insurance or in another suitable manner, that any claims for damages by the Purchaser against the Supplier under the Product Liability Act (Produkthaftungsgesetz, PHG) can be satisfied (Section 16 PHG). At the request of the Purchaser, the Supplier shall provide evidence of the existing insurance policies.

In the event of a recall of goods that the Supplier has delivered to the Purchaser, the Supplier must indemnify the Purchaser against all damages, costs and liabilities incurred by the Purchaser in connection with the recall.

9. Force majeure

If the parties are prevented from fulfilling their obligations due to the occurrence of unforeseen circumstances which could not have been avoided despite reasonable care in the circumstances of the case – e.g. strike, fire, natural disasters, official orders, operational disruptions such as energy or raw material shortages – the parties shall be released from their performance obligations for the duration and to the extent of the effect of these circumstances. Insofar as the effects are not merely temporary, the Purchaser shall be entitled to withdraw from the contract.

10. Choice of law, choice of court, final provisions

Austrian law shall apply exclusively, excluding the conflict of law rules of private international law and the UN Convention on Contracts for the International Sale of Goods.

The competent court in Vienna shall have exclusive jurisdiction to decide on all disputes arising from or in connection with contracts concluded with us.

Should any provision of these GTCP be void or ineffective, the validity of the remaining provisions shall remain unaffected. Void or invalid provisions shall be interpreted or supplemented in such a way that the economic purpose pursued with the void or invalid provision is achieved in the best possible way. Amendments and supplements, including the written form clause, are only effective if they are made in writing.

In case of differences between the German and the English version, the German version of the GTCP shall prevail.