General Conditions of Sale and Supply

These General Conditions of Supply shall apply to legal transactions with contractors. If, in exceptional cases, they serve as the basis for legal transactions with consumers within the meaning of section 1 para 1 (2) of the Consumer Protection Act, they shall apply only insofar as they do not contradict the provisions of the first main part of said Act.

1. Scope
Unless otherwise agreed, our General Terms and Conditions shall apply as disclosed to the other party to the contract. The other party to the contract agrees that in the event of its using General Terms and Conditions, our Conditions shall prevail when in doubt, even if the other party’s conditions remain undisputed. Acts on our part related to the performance of the contract shall not be deemed an approval of contractual provisions that are at variance with our Conditions. Deviations and supplements made by the buyer shall be valid only with our explicit confirmation.
Within the scope of current business relations, the terms and conditions specified below shall apply to future purchases, even if not specifically agreed in the future.

2. Offers
Our offers shall be without engagement. The contract shall be deemed concluded upon the forwarding by us of a written order confirmation.
The buyer shall review the content of written order confirmations and point out any discrepancies forthwith.
If we receive an offer, the offerer shall be bound by said offer for a period of 14 days from receipt of the offer.We shall be bound by our offer for a period of 30 days from the date of issue.

3. Cost estimate
Cost estimates will be drawn up to the best of our expertise; however, we cannot be held responsible for their correctness. If cost increases in excess of 15% occur after the order has been placed, the seller shall notify the buyer forthwith of such occurrence.
In the event of an inevitable cost overrun up to 15%, such costs may be charged without any separate notification.
Cost estimates will be charged for. Charges paid for cost estimates will be credited to orders placed on the basis of such cost estimates.

4. Protection of plans and documents
Plans and other technical documentation, such as prospectuses, catalogues, specimens or the like shall remain the seller’s intellectual property. Any use of such documentation, in particular its dissemination, copying and publication, shall require the explicit approval of the seller.

5. Changes of orders
Unless otherwise agreed, changes of orders or additional orders may be charged for at reasonable prices; in addition, a sufficient extension of the period of delivery shall be granted. Alterations and deviations made by us in the course of executing a job shall be permissible if they are necessitated by technical reasons.

6. Prices (purchase price; compensation for work)
Unless otherwise agreed, all prices quoted by us shall be understood to be exclusive of turnover tax. For billing purposes, the statutory turnover tax will be added to these prices.
Prices shall apply ex seller’s warehouse. Packaging attached by wholesalers or charged for by the factory will be billed separately. Delivery, unloading, loading and taking back of packaging shall be agreed separately, unless such taking back is regulated by separate statutory provisions.
In the event of work performed by us we shall be entitled to charge for such work in accordance with its actual occurrence and expenditure upon submission of the corresponding documents. Such invoices shall be settled without deduction within 3 days of receipt. In the event of changes of labour costs due to industry regulations under the collective agreements or internal settlements or other expenses necessary for the production of the related goods and services, such as for materials, energy, transportation, outside services, financing etc., we shall be entitled to adjust prices accordingly.
All prices quoted or agreed by us shall be in accordance with the current calculating situation and shall be valid for a minimum of 3 months.
Orders amounting to less than 75 euro (plus statutory turnover tax as applicable) shall be subject to a small quantity surcharge of 15 euro (plus statutory turnover tax as applicable) and to cash on delivery.

7. Delivery
While we will endeavour to comply with delivery schedules to the best of our ability, delivery deadlines shall not be binding. Unless uniform delivery has been agreed, we shall be entitled to perform complete or partial deliveries.
In the event of delayed deliveries, we shall not be liable to damages, nor shall the buyer be entitled to full or partial cancellation of the order. Events of force majeure and stoppages including lack of raw materials, equipment failure, shortage of workforce (also due to disease and war) shall release us from the agreed deadlines as well as from the obligation of complete delivery. We shall also be entitled to extend delivery times if the aforementioned circumstances occur with suppliers.
If a consignment ready for shipment cannot be dispatched due to causes beyond our control, or if the buyer rejects its shipment or acceptance, we shall be entitled to store the consignment at the buyer's expense, and the delivery shall be deemed to be completed. The agreed terms of payment shall remain unaffected by this provision.

8. Terms of payment
Payment of the purchase price/compensation for work shall be effected within a period of 30 days from receipt of the invoice. For payments within 10 days a 2% discount may be deducted. If the buyer/customer of the work fails to effect even one partial payment within the period agreed for deduction of the discount, it shall forfeit its claim to the discount not merely with regard to abovementioned partial payment but also with regard to any payments to be effected at a later date.
Discount deductions shall be accepted exclusively within the scope and on the basis of a written agreement.
The payment shall be deemed effected on the day when we are able to dispose without loss of the amount billed.
We reserve the right to modify our terms of payment with respect to individual customers.

9. Interest on defaulted payment
Even in the case of excusable default of payment on the part of the buyer / customer of the work, we shall be entitled to charge default interest amounting to 12% p.a. This provision shall not prejudice claims to compensation for any larger damage. Moreover, the buyer/customer of the work undertakes to reimburse us in the event of a default for any costs incurred in making request for and collecting payment, insofar as they are necessary for bringing appropriate action; in particular, it undertakes to reimburse at most the remuneration due for the services of the collection agency as specified by the Ordinance of the Austrian Federal Ministry of Economics and Labour regulating the maximum charges of collection agencies. If the creditor handles payment requests itself, the debtor undertakes to pay EUR 10 for each reminder plus EUR 5 every six months for keeping records related to the debt. Irrespective of fault, any further damage shall be made good, in particular damage in the form of higher interest payable by us on credit accounts as a result of non-payment. In the event of the buyer's default of payment of an invoice, its entire accounts payable to us shall be due forthwith. After a 10-day extension of the original term, the default in payment shall entitle us to cancel any current contracts, even if they have been partially performed.

10. Bearing the risk
If the sale has been agreed ex manufacturer's works or ex our warehouse, the risk shall pass to the buyer upon the contract goods being placed at its disposal. If the buyer is in default of acceptance, the risk shall pass to it anyway. In the event of such default of acceptance, we shall also be entitled either to store the goods on our premises, charging for the storage an amount of EUR 5 for every commenced calendar day while at the same time insisting on the performance of the contract, or, having granted an additional period of reasonable length, to cancel the contract and use the goods elsewhere; in this case a contractual penalty amounting to 20% of the amount invoiced shall be deemed agreed.

11. Reservation of ownership
The goods shall remain our property until full payment of the purchase price/compensation for work has been effected, and/or until the expiration of any bill and cheque commitments.
The buyer undertakes to protect goods under reservation of ownership against decrease of value and adequately insure them at its own expense against fire and burglary. While reservation of ownership persists, the buyer shall be prohibited from pledging or assigning the property as security, and resale shall be permitted exclusively to resellers in the ordinary course of business and on condition that the reseller receives payment from its customer or makes a reservation that the property shall pass to the customer only after the latter has met its payments. In the event of the goods being seized or attached, we shall be notified forthwith by registered letter with advice of receipt; besides, the law enforcement officer and the pledgee that initiated the seizure or attachment shall be informed forthwith of our extended clause of reservation of ownership.
In the event of resale of goods for which payment has not been received, the buyer's claim to the third party shall pass to us at its accrual without additional need for any specific act of assignment. At our request, the buyer shall at any given time forward a precise statement of the claims assigned to us and notify its customers of said assignment. We shall be entitled to collect such claims on our own behalf and to satisfy them by means of the incoming amounts until the total outstanding accounts receivable have been settled.
If goods are redeemed on the grounds of reservation of ownership, our original claim to the purchase price including ancillary costs shall persist to its full extent, reduced by the value of the redeemed goods.
In the event of reselling, reservation of ownership shall extend to the proceeds therefrom, even if there has been no assignment of claim in our favour. The entire proceeds shall remain our property even if mingling with our customer’s other funds has occurred in the meantime.
In the event of insolvency, assertion of our reservation of ownership shall not require any prior notice of rescission.12. Place of performance

Place of performance for delivery and payment shall be our registered office at Kammelweg 9, A-1210 Vienna, even if delivery has been agreed to be carried out at some other place. 13. Warranty and notice of defects

The warranty period for movables shall be 24 months, unless specific warranty periods apply to individual delivery items.A defect shall be deemed to exist if the goods delivered or the performance rendered does not show the generally customary or specifically agreed properties. This defect must be shown to have existed upon delivery or rendering of the performance.
In the event of a remediable defect, the warranty shall be fulfilled exclusively through remedying the defect free of charge within reasonable time; unrecoverable defect, failed repair or delay of repair shall, depending on the type of defect, give rise to a claim for cancellation of sale or reduction of the purchase price, unless the seller avails itself of the right to deliver replacement goods that are free of defects.
The goods shall be inspected forthwith after delivery. Defects discovered shall be disclosed forthwith, but not later than 7 days after delivery, by informing the seller of the kind and extent of the defect by registered letter. Notice of concealed defects shall be given forthwith after their discovery. If notice of defects is not given or not given in due time, the goods shall be deemed approved. The assertion of warranty or damages claims as well as the right to avoidance on the ground of error due to defects shall be excluded in such cases.
The existence of a defect shall not entitle the buyer to remedy the defect itself or have it remedied by third parties, but the seller shall be given the opportunity for remedying within reasonable time.For the remedying of defects, products delivered by us shall be sent to us free of carriage charges. We will not bear any expenses related to the defect, such as assembly, disassembly, travelling times, penalties or any other compensation.
The warranty shall not extend to natural wear and tear or damage occurring after the transfer of risk due to faulty or negligent treatment, excessive load, unsuitable operating material, faulty building work, unsuitable foundation soil or due to specific external influences that are not provided for by the contract. If the buyer carries out alterations or repair work in an improper fashion, these and the ensuing consequences shall not be covered by warranty.Work and deliveries performed under the warranty shall not extend the original period of warranty of the unaffected part of the consignment.

12. Place of performance
Place of performance for delivery and payment shall be our registered office at Kammelweg 9, A-1210 Vienna, even if delivery has been agreed to be carried out at some other place. 13. Warranty and notice of defects

The warranty period for movables shall be 24 months, unless specific warranty periods apply to individual delivery items.A defect shall be deemed to exist if the goods delivered or the performance rendered does not show the generally customary or specifically agreed properties. This defect must be shown to have existed upon delivery or rendering of the performance.
In the event of a remediable defect, the warranty shall be fulfilled exclusively through remedying the defect free of charge within reasonable time; unrecoverable defect, failed repair or delay of repair shall, depending on the type of defect, give rise to a claim for cancellation of sale or reduction of the purchase price, unless the seller avails itself of the right to deliver replacement goods that are free of defects.
The goods shall be inspected forthwith after delivery. Defects discovered shall be disclosed forthwith, but not later than 7 days after delivery, by informing the seller of the kind and extent of the defect by registered letter. Notice of concealed defects shall be given forthwith after their discovery. If notice of defects is not given or not given in due time, the goods shall be deemed approved. The assertion of warranty or damages claims as well as the right to avoidance on the ground of error due to defects shall be excluded in such cases.
The existence of a defect shall not entitle the buyer to remedy the defect itself or have it remedied by third parties, but the seller shall be given the opportunity for remedying within reasonable time.For the remedying of defects, products delivered by us shall be sent to us free of carriage charges. We will not bear any expenses related to the defect, such as assembly, disassembly, travelling times, penalties or any other compensation.
The warranty shall not extend to natural wear and tear or damage occurring after the transfer of risk due to faulty or negligent treatment, excessive load, unsuitable operating material, faulty building work, unsuitable foundation soil or due to specific external influences that are not provided for by the contract. If the buyer carries out alterations or repair work in an improper fashion, these and the ensuing consequences shall not be covered by warranty.Work and deliveries performed under the warranty shall not extend the original period of warranty of the unaffected part of the consignment.

14. Damages
Claims for damages on the buyer's part shall be excluded in cases of slight negligence. The burden of proof for gross negligence shall be on the party that has suffered damage. In any case, claims for damages shall become statute-barred after 2 years from rendering the service or performing the delivery. 15. Product liability

Any recourse claims by contracting parties or third parties against us derived from the title of "product liability" as defined by the Product Liability Act shall be excluded, unless the party entitled to recourse proves that the fault has originated in our sphere and is due to at least gross negligence. 16. Prohibition of assignment

Claims against us shall not be assigned without our written approval. 17. Offsetting

Offsetting our claims against counterclaims of any kind whatsoever shall be excluded, unless such counterclaims have been accepted by us or ascertained by a court.

18. Venue, applicable law
Austrian substantive law shall apply. The applicability of UN Law on International Sales shall be excluded. The language of the contract shall be German.Venue for any disputes arising indirectly or directly from the contract shall vest in the Austrian court with jurisdiction at the seller's registered office. However, the seller shall be entitled to appeal to any other court. If for any other reason, any of the provisions stated above are ineffective or null and void, or are declared to be non-binding, the validity of the remaining provisions shall remain unaffected. In such cases, both contracting parties undertake to take part in replacing the ineffective provision by a valid provision whose content is closest to the commercial intent and purpose of the ineffective provision.

If there is any inconsistency or conflict between the German and English versions of these Conditions, the German version shall prevail.
Status: July 2004
(All previous general or in-house conditions of sale and supply shall herewith become ineffective.)

KWAPIL & CO GmbH. Antriebstechnik und ElektronikA-1210 Vienna, Kammelweg 9
Tel. 01/278 85 85 Fax 01/278 85 86
www.kwapil.com