General Terms and Conditions

1. Delivery

The delivery facilities reserve the right to undertake changes in construction and form of the machines during the supply period, to the extent the subject-matter to be sold and its appearance are not fundamentally changed.

Unless expressly agreed as fixed, any times of delivery agreed are not binding. In case of any agreed change of an order, the Seller has the right to adjust the time of delivery.

All payments shall be made in cash, free of expenses or deductions. Checks and bills of exchange are only accepted upon specific agreement and conditional upon receipt of the actual funds. Any expenses of cashing and discount expenses shall be borne by the Purchaser. The Seller can refuse payment by checks or bill of exchange without explanation. The Purchaser is not permitted to offset payments against counter-claims or to retain payments for any reasons.

In case of delayed payment, delay in taking delivery or acceleration of installment payments, the Seller has the right to charge 1.2% default interest per month. In case of any delay, the Purchaser is, in addition to payment of default interest, also obliged to compensate the Seller for any expenses of intervention and of collection charges.

If a payment to be made by the Purchaser is overdue by more than eight days, then - in case of payment in installments - all remaining installments shall become immediately due and payable. Acceleration shall also occur if the Seller is in default for at least eight days in handing over contractually agreed bills of exchange. Furthermore, in case of acceleration, the Seller has the right to rescind the agreement.

The purchase price set forth on the reverse side is guaranteed if the time for delivery does not exceed two months. In such case, the prices can be changed only due to the following circumstances, the occurrence of which is not dependent upon the will of the Seller and if a separate agreement has been concluded in this regard: Changes in duties or exchange rates, increases of taxes and changes to the machines due to mandatory legal provisions, increases in costs of materials, increases in wages subject to collective bargaining or changes in the purchase prices of the Seller.

If a time for delivery of more than two months is agreed, the Seller can only demand an increased purchase price if one or more of the above circumstances occurs, or if the purchase prices for the Seller have increased for the goods and if the occurrence of these circumstances is not dependent upon the will of the Seller.

The goods shall only be insured upon specific agreement and, in such case, at the expense of the Purchaser.

The delivered goods shall remain in the ownership of the Seller until full payment of the purchase price, collection on any bills of exchange as well as of any amounts invoiced for delivery of spare parts for the respective purchased goods and all repairs undertaken thereon, together with interest.

As long as ownership is retained by the Seller any sale, pledge, encumbrance, rental or other disposition of the goods is not permitted without written consent of the Seller. The Purchaser consents that all payments made by the Purchaser shall first be allocated to repair costs, then to amounts due for spare parts, then to interest and other ancillary fees and finally to the goods, the ownership of which is reserved. During the term of the reservation of ownership, the purchased goods shall be insured by the Purchaser against all risks and for their full value.

The Seller warrants that the purchased goods are free of defects in accordance with the state of the art at the time of order. Warranty obligations shall be fulfilled, at the option of the Seller, by repair of the purchased goods free of charge, by an exchange of parts sent to the Seller free of charge or by repayment of the purchase price against return of the purchased goods. The exchanged parts shall become property of the Seller.

The warranty shall not cover such objects and parts which, if used in the intended manner, are normally subject to particular wear and tear. The warranty expires if the purchased goods are modified by any third party or by inclusion of parts manufactured by third parties, unless the Purchaser proves that the defect was not caused thereby. There shall be no warranty for defects which are caused by improper or negligent use. Unless expressly agreed differently in the purchase contract, no warranty is provided for used goods.

All liability is excluded for slight negligence. To the extent permitted by law, the Seller shall in no case be liable for lost profits, damages resulting from claims of third parties against the Purchaser, indirect or consequential damages.

If the order is withdrawn by the Purchaser or if it cancels an order for any reason, to which the Purchaser is not entitled by law, the Seller has the right to charge a termination fee in the amount of the lost profits, at least however an amount of 10% of the purchase price.

All disputes under this agreement shall, without regard of the amount in dispute, be resolved by the District Court ("Bezirksgericht") having jurisdiction for Lenzing (Austria). Austrian law shall apply, the application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.