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General Terms and Conditions (GTC) of Mechatronics for Entrepreneurial Transactions

1. validity
1.1. These General Terms and Conditions (hereinafter referred to as GTC) are basically designed for legal transactions between companies. Should they exceptionally also be used as a basis for legal transactions with consumers within the meaning of the Consumer Protection Act, they shall only apply to the extent that they do not contradict mandatory provisions.
1.2. These GTC shall apply to all legal transactions and legal relationships between the Client and the Contractor, for instance not only to the first legal transaction, but the application of the GTC shall also be expressly agreed for all additional and subsequent orders as well as further transactions.
1.3. Any terms and conditions of purchase or other terms and conditions of the Customer shall not be valid and are hereby expressly rejected. The Contractor expressly declares that it only wishes to contract on the basis of its General Terms and Conditions. If, by way of exception, the application of the Client’s GTC is agreed in writing, their provisions shall apply only to the extent that they do not conflict with these GTC. Provisions in the GTC that do not collide shall remain in force alongside each other.
1.4. The Client declares that he had the opportunity to take note of the content of the GTC before the conclusion of the contract and that he agrees with their content.
1.5. Amendments and supplements to these GTC must be made in writing to be legally effective. This written form requirement may also only be waived in writing. It is noted that ancillary agreements do not exist.

2. offers, conclusion of contract
2.1. Offers of the contractor are subject to change and non-binding.
2.2. The Contractor accepts offers or orders of the Client by written order confirmation or by delivery of the object of purchase or by performance of the service.
2.3. Information about the Contractor’s services and products given in catalogs, price lists, brochures, company information material, leaflets, advertisements on trade fair stands, in circulars, advertising mailings or other media shall be non-binding unless expressly declared in writing to be part of the contract.
2.4. The contractor’s cost estimates are always prepared without guarantee for completeness and correctness.

3. delivery/service deadlines
3.1. Delivery/service deadlines 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, after the order has been placed, the order is amended or supplemented for whatever reason, the delivery/performance period shall be extended by a reasonable period of time.
3.3. In the absence of any agreement to the contrary, the delivery period shall commence no earlier than the latest of the following dates:
a) Date of order confirmation
b) date of fulfillment of all technical, commercial and other requirements incumbent upon the Customer.
c) Date on which the Contractor receives an agreed deposit or security deposit.
3.4. If the Contractor is prevented from fulfilling its obligations by 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, delay in customs clearance or force majeure, the delivery/performance period shall be extended to a reasonable extent. It is irrelevant whether these circumstances occur at the Contractor itself or at one of its suppliers or subcontractors.
3.5. If the performance of the contract becomes impossible due to reasons for which the Contractor is not responsible, the Contractor shall be released from its contractual obligations.
3.6. The Contractor shall be entitled to make and charge partial or advance deliveries. If delivery on call has been agreed, the service/purchase item shall be deemed to have been called at the latest six months after the order.

4. charge/prices
4.1. If an order is placed without a prior offer or if services are performed which were not expressly included in the order, the Contractor may claim that remuneration which corresponds to its price list or its usual remuneration.
4.2. The Contractor shall be entitled to demand a higher fee than the agreed fee or purchase price if the calculation bases existing at the time the order was 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 are subject to the applicable statutory value added tax and are ex warehouse. Packaging, transport, loading and shipping costs as well as customs duties and insurance shall be borne by the customer. Packaging will only be taken back if expressly agreed.
4.4. Unless otherwise agreed, half of the payment/purchase price shall be due upon receipt of the order confirmation and the remainder shall be due upon delivery or readiness for collection as well as upon receipt of the invoice and free of charges and deductions.
4.5. A payment is on time if the contractor can dispose of it. Payment dedications of the client, e.g. on bank transfer vouchers, are not binding.
4.6. In the event of late payment, 10 % p.a. shall be agreed. Should the Contractor claim interest in excess thereof, it shall be entitled to claim such interest as well. Expedient and necessary costs incurred as a result of the delay in payment, such as expenses for reminders, collection attempts, storage costs and any court or out-of-court legal fees shall be reimbursed to the Contractor.
4.7 The benefits agreed upon conclusion of the contract, such as discounts and rebates, are granted under the condition of timely and complete payment. In case of delay with even only a partial performance, the Contractor shall be entitled to charge these subsequently.
4.8. The assertion of a right of retention and a plea of non-performance of the contract by the customer in the case of alleged defects is excluded. Offsetting by the Client with counterclaims or with alleged price reduction claims is only permissible if the claim has been legally established or if it is not disputed by the Contractor.
4.9. If the Client is in default with an obligation arising from the contractual relationship or any other payment obligation towards the Contractor, the Contractor shall be entitled, without prejudice to any other rights, to suspend its obligation to perform until payment by the Client and/or to claim a reasonable extension of the delivery period; to declare all outstanding claims arising from this or other legal transactions due and payable and, if applicable, to collect delivered items again, without this releasing the Client from its obligation to perform. A withdrawal from the contract by the contractor lies through these actions only if this was expressly declared.
4.10. Should the financial circumstances of the Customer deteriorate, the Contractor shall be entitled to demand immediate payment of the agreed remuneration or the purchase price and to execute the order only against advance payment.
4.11. If a periodically chargeable fee, e.g. for service or maintenance services, has been agreed, this shall be due annually at the beginning of a calendar year. If the contract begins or ends during a year, this fee shall be due on a pro rata basis. This fee is value-indexed 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 CPI 1996 is no longer published, it shall be replaced by the CPI which succeeds it or which most closely corresponds to it. Furthermore, the Contractor shall be entitled to charge a periodic fee from the amounts specified in item 4.2. to the reasons stated above.
4.12. Costs for travel, daily and overnight allowances shall be invoiced separately in the case of periodically chargeable remuneration. Travel times are considered working time.

5. transfer of risk and shipment
5.1. The risk shall pass to the Client as soon as the Contractor holds the object of purchase/work ready for collection at the factory or warehouse, irrespective of whether the items are handed over by the Contractor to a carrier or transporter. Shipment, loading and unloading as well as transport shall always be at the risk of the customer.
5.2. The client approves any proper method of shipment. Transport insurance shall be taken out only upon written order of the Customer.
5.3. The Contractor shall be entitled to have the packaging and shipping costs as well as the remuneration or the purchase price collected from the Customer by cash on delivery in the event that the Customer’s financial circumstances deteriorate or a credit limit agreed with the Contractor is exceeded.
5.4. The place of performance shall be the Contractor’s works.

6. retention of title and right of retention
6.1. All goods and products shall remain the property of the Contractor until payment has been made in full by the Customer, even if the items to be delivered or manufactured are resold, modified, processed or mixed.
6.2. Until full payment of all claims of the Contractor, the object of performance/purchase may not be pledged, transferred by way of security or otherwise encumbered with rights of third parties. In the event of seizure or other claims, the Customer shall be obliged to point out the Contractor’s right of ownership and to notify the Contractor without delay.
6.3. The Customer hereby assigns all claims and rights to which it is entitled from the resale, processing, mixing or other utilization of the goods and products on account of payment. Until full payment of the remuneration or purchase price, the Customer shall note this assignment in its books and on its invoices and draw the attention of its debtors to it. Upon request, he shall provide the Contractor with all documents and information necessary for the assertion of the assigned claims and entitlements.
6.4. To secure its claims and to secure claims from other legal transactions, the Contractor shall be entitled to retain the products and goods until all outstanding claims from the business relationship have been settled.

7. obligations of the client
7.1. In the case of assembly by the Contractor, the Customer shall be obliged to ensure that work can be started immediately after the arrival of the Contractor’s assembly personnel.
7.2. The Customer shall be liable for ensuring that the necessary technical prerequisites for the work to be produced or the object of purchase are in place and for ensuring that the technical installations, such as supply lines, cabling, networks and the like are in a technically flawless and operational condition and compatible with the work to be produced or the objects of purchase to be produced by the Contractor. The Contractor shall be entitled, but not obliged, to inspect these facilities for a separate fee.
7.3. There shall be no obligation to check, warn or clarify with regard to any documents, information or instructions provided by the Client and any liability of the Contractor in this respect shall be excluded.
7.4. The order shall be placed irrespective of any official permits and approvals that may be required and which the client must obtain.
7.5. The Client is not entitled to assign claims and rights arising 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 GTC. This also applies to delivery and service items that are firmly connected to a building or land.
8.2. A warranty shall be excluded if the technical installations, such as supply lines, cabling, networks and the like, are not in a technically flawless and operational condition or are not compatible with the works or objects of purchase to be produced by the Contractor.
8.3. No warranty claims shall exist in the event of defects caused by improper handling or overloading, if legal or operating or installation instructions issued by the Contractor are not followed; if the delivery item was produced on the basis of the Customer’s specifications and the defect is attributable to these specifications or drawings; in the event of faulty assembly or commissioning by the Customer or third parties. The warranty is void if the delivery item was produced on the basis of the specifications of the customer and the defect is due to these specifications or drawings; in case of faulty assembly or commissioning by the customer or third parties; in case of natural wear and tear; in case of transport damage; in case of improper storage; in case of malfunctioning operating conditions (e.g. insufficient power supply); in case of chemical, electrochemical or electrical influences; in case of failure to perform necessary maintenance; or in case of poor maintenance.
8.4. Notifications of defects and complaints of any kind must be made in writing without delay – otherwise warranty claims will be forfeited – stating the possible causes. Verbal, telephonic or not immediate notices of defects and complaints will not be considered. After an agreed acceptance has been carried out, the notification of defects that were detectable during the acceptance shall be excluded.
8.5. Notices of defects and complaints shall be made at the Contractor’s place of business, describing the defect as precisely as possible, and the Customer shall hand over the goods or work performance complained about, if the latter is feasible.
8.6. The Contractor shall be 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 investigation reveals that the Contractor is not responsible for any defects, the Client shall bear the costs of this investigation 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 shall only provide a warranty for the execution 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 Contractor’s warranty obligation shall expire.
8.9. When asserting the secondary warranty claims, the Contractor shall be entitled, at its discretion, to avert a claim for conversion by a claim for price reduction, provided that the defect is not substantial and cannot be remedied.
8.10. The Customer shall also prove the existence of a defect at the time of handover during the first six months from handover of the item/work.
8.11. All costs incurred in connection with the rectification of defects, such as transport, installation, removal and travel costs, shall be borne by the customer. Upon the Contractor’s request, the Customer shall provide the necessary labor free of charge.

9. liability and product liability
9.1. The Contractor shall only be liable for damage caused intentionally or by gross negligence. Liability for slight negligence is excluded. The fault of the Contractor shall 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 as well as damage due to third party claims against the client is excluded in any case.
9.3. Any liability of the Contractor shall in any case be limited to the amount of the agreed remuneration or the purchase price for the respective order. Contracts assumed by the Contractor are assumed only 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 shall be reduced proportionately.
9.4. The Customer shall inform the Contractor without delay of any defects discovered in the goods or the work, failing which any claims shall be forfeited. In any case, claims for damages must be asserted in court within six months if otherwise forfeited.
9.5. The Client may initially only demand improvement or replacement of the item/work as compensation for damages; only if both are impossible or are associated with a disproportionate expense for the Contractor, may the Client demand immediate monetary compensation.
9.6. In the event of non-compliance with any conditions for installation, commissioning and use or the official approval conditions, liability is generally excluded. The customer is obliged to ensure that operating instructions for the delivered goods or works are observed by all users. In particular, the Customer shall ensure that its personnel and other persons in contact with the delivered goods or work
to train and instruct the coming person accordingly.
9.7. The liability to pay compensation for property damage resulting from the Product Liability Act as well as product liability claims that can be derived from other provisions are excluded to the extent that this is legally possible. The customer is obliged to transfer the exclusion of liability for product liability claims to his possible contractual partners. Any recourse of the Customer against the Contractor arising from a claim under the Product Liability Act shall be excluded. The customer shall have sufficient insurance for product liability claims
and to indemnify and hold the client harmless in this respect.

10. premature cancellation of the contract and error
10.1. If a delivery/service is not possible for reasons for which the Customer is responsible or if a Customer fails to comply with a legal or contractual obligation incumbent upon it vis-à-vis the Contractor, the Contractor shall be entitled to withdraw from the contract. In this case, the Client shall compensate the Contractor for all resulting disadvantages and lost profit.
10.2. The client waives the right to contest/adjust this contract on the grounds of error.

11. industrial property rights
11.1. The customer shall be liable for ensuring that any design details, drawings, models or other specifications handed over for production do not infringe the industrial property rights of third parties. In the event of any infringement of property rights, the Client shall indemnify and hold the Contractor harmless.
11.2. Software, execution documents, such as plans, sketches and other technical documents, as well as samples, catalogs, brochures, illustrations and the like shall remain the intellectual property of the Contractor and shall enjoy copyright protection. Any reproduction, distribution, imitation, adaptation or exploitation and the like not expressly granted is prohibited.

12. software
12.1. If the object of performance/purchase also includes software components or computer programs, the Contractor shall grant the Client a non-transferable and non-exclusive right of use at the agreed place of installation with regard to these 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 – with the other exclusion of any claims – to duplicate, modify, make accessible to third parties or use the software for purposes other than those expressly agreed. This applies in particular to the source code.

12.3. A warranty with respect to the software exists only for the conformity of the software with the specifications agreed upon at the time of the conclusion of the contract, provided that the software is used in accordance with the installation requirements and complies with the applicable conditions of use. The Contractor does not warrant that the Software is of flawless quality or that it will function uninterruptedly or error-free. The appearance
of errors cannot be ruled out.
12.4. The selection and specification of the software offered by the Contractor shall be made by the Customer, who shall ensure that it is compatible with the technical conditions on site. The client is responsible for the use of the software and the results obtained 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 shall result exclusively from the specifications to be agreed in writing between the contracting parties. The information required for the production of individual software shall be provided by the customer prior to the conclusion of the contract.

13. general
13.1. Should any provision of these GTC be or become invalid, this shall not affect the validity of the remaining provisions. Ineffective provisions shall be replaced by the contracting parties with a provision that comes as close as possible to the ineffective 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 shall be the court with local jurisdiction for the Contractor’s registered office. The Contractor shall also be entitled to bring an action at the Client’s general place of jurisdiction. 13.3. The contracting parties agree on the application of Austrian law. The application of the UN Convention on Contracts for the International Sale of Goods is excluded by mutual agreement.
13.4. The Client shall immediately notify the Contractor in writing of any changes to its name, company, address, legal form or other relevant information.

Status 01 November 2001