General Terms of Sale Rolls Business
Section 1 - General
1.1 These General Terms of Sale apply to a person who, whenconcluding the contract, is acting in the exercise of their commercial
or independent professional activity (entrepreneur) or legal entities
under public law or a special fund under public law.
1.2 All supplies and services ("product") – e.g. roll covers, spare parts,
service and maintenance, regrinding work, repairs, smaller rebuilds,
etc. – provided by Voith Austria GmbH ("Seller") to the purchaser shallbe subject to these General Terms of Sale and to any separate
contractual agreements. Any differing terms and conditions ofpurchase of the purchaser shall not become part of the contract either
when an order is accepted or if they are not objected to.
1.3 Unless otherwise expressly agreed, a contract shall be concluded
when the Seller issues his written confirmation of the order. Written
form shall also include confirmations sent in textform by datatransfer(e.g. e-mail), electronic signature via signature programs such as
DocuSign, AdobeSign or fax.
1.4 If clauses customary in the trade are agreed, the rules oninterpretation of them as defined in the latest version of Incoterms shallapply, unless otherwise specified in the following.
1.5 Documents, such as illustrations, drawings and information on
dimensions and performance shall only be approximately authoritative
and are not considered to be warranted characteristics or guarantees,
unless they are expressly designated as binding.
1.6 The Seller reserves ownership of and copyrights to samples, costestimates, drawings and the like, and to information embodied in atangible or intangible manner, including in electronic form. This
information shall be used only for contractual purposes and shall not
be edited, reproduced, or made available to a third party without theconsent of the Seller. The Seller shall make documents designated asconfidential by the purchaser available to a third party only with theconsent of the purchaser.
1.7 Once an order has been accepted by the Seller, it may becancelled by the purchaser only with the Seller's express writtenconsent. If the Seller accepts a cancellation, it shall be agreed that the
Seller will suffer no loss whatsoever from such cancellation and will beentitled in such a case to recover the value of all services rendered,including any work in progress, any expenses incurred, cancellation
charges, profit margin, etc.
Section 2 - Prices and payment
2.1 All prices shall be calculated based on the date and contents of
the quotation. In the event of cost increases compared with this basis(e.g. increases in cost of materials, changes in or deviations from
drilling pattern, altered scope of work for service and repair orders,etc.) during order handling and/or until the date of delivery, the Seller
shall be entitled to raise the prices accordingly. Unless agreed
separately, the prices shall be ex works of the Seller and shall include
loading at the works, but not include insurance costs, packaging,
unloading and all other auxiliary costs. Value-added tax shall be added
to the prices at the respective statutory rate.
2.2 Costs for travel, daily and overnight allowances are charged
separately. Travel times are considered as working hours.
2.3 Unless otherwise expressly agreed, all payments to the Seller shallbe made, without any deduction, within fourteen (14) days from thedate of invoice.
2.4 If the purchaser delays in making a payment for more than ten (10)days, if a petition is filed for the institution of insolvency proceedings
against the purchaser's property, or if the purchaser de facto
suspends its payments, the Seller shall, without prejudice to any otherrights, be entitled to- fix a due date for any amounts owed by the purchaser if the delay
relates to a financing or redemption agreement;- withhold any supplies or services under contracts not yet or not
entirely fulfilled, unless the purcahser either pays in advance or gives

Voith General Terms of Sale Rolls Business | Austria | Version 03/2024

security to satisfy the Seller;- assert any rights subject to retention of title.
2.5 The Seller shall have the right to suspend the delivery of all
products purchased or ordered from it until the purchaser has fully
met all the obligations it had towards the Seller at the time of theagreed delivery unless the Seller makes any justified objections
against the obligations.
2.6 If the purchaser fails to make payment on the due date, interest
shall be charged on the amount due at 8% above the base interest
rate, unless the purchaser can demonstrate that a lesser loss has
been suffered.
2.7 The purchaser shall be entitled to withould payments or offset his
counterclaims only if they have been ruled on finally or have been
acknowledged by the Seller.
Section 3 - Delivery period, delay in delivery, force majeure
3.1 The products shall be delivered and dispatched ex Seller's works
for the account and at the risk of the purchaser. The place of delivery
shall be the place of manufacture of the products or the Seller's
distributing depot.
3.2 Delivery periods shall be notified to the purchaser as precisely as
possible under the given circumstances. Unless otherwise agreed, alldelivery periods shall start to run on the date of coming into force ofthe contract or, if there is any disagreement on the mode of executionof an order, on the date when final clarification has been reached andmutually agreed upon.
3.3 Compliance by the Seller with the agreed delivery dates requiresthat any necessary approvals, documents to be supplied by thepurchaser and releases have been obtained and/or services and otherobligations of the purchaser have been rendered/fulfilled.
If this is not the case, the delivery period shall be extended
commensurately. This shall not apply if the Seller is responsible for thedelay.
3.4 The delivery period shall be deemed to have been observed if the
product is ready for loading or the services are indicated ready for
acceptance by the time the delivery period expires. If acceptance iscontractually required, the contractually specified acceptancedeadline, or alternatively the time at which notification of readiness for
acceptance is given, shall be binding, except in the case where thepurchaser justifiably refuses acceptance.
3.5 If shipment or acceptance of the product is delayed for reasons
for which the purchaser is responsible or if the purchaser violates
other duties of cooperation on his part, the Seller shall be authorised
to demand compensation for the losses he has incurred in this regard,
including any additional expenses. Without prejudice to further claims,
the Seller can otherwise dispose of the product after he has set a
reasonable period of grace and this has expired without remedy, inparticular store the product at the risk and expense of the purchaser
and/or supply the purchaser within a reasonably extended period.
3.6 If a failure to observe the delivery period is due to force majeure,such as natural disasters, epidemics, pandemics, war, armed
conflicts, civil war, revolution, terrorism, sabotage, cyberattacks,
nuclear/reactor accidents, embargo/sanctions or similar restrictions,labour disputes shortage of raw materials, materials, components andmeans of transport or other events that are outside the Seller’s
control, the Seller shall be discharged from his performanceobligations for the duration of the event and the delivery period shallbe extended appropriately. Effects and/or restrictions arising from orin connection with an event of force majeure (e.g. travel restrictions,border closures, transport restrictions or delays, plant closures, etc.)
which make it impossible or unreasonably difficult to comply with thedelivery or performance time, shall be deemed to be an force majeure
event within the meaning of Section 3.6. The Seller shall inform thepurchaser of when such circumstances start and end within areasonable time after becoming aware of them. If the force majeure

1|5event or multiple force majeure events lasts for more than 6 months,
the Seller shall also be authorised to terminate the contract. In case ofdelay - due to force majeure - the purchaser is not entitled to makeany monetary claims against the Seller.
3.7 If the Seller is in delay and the purchaser incurs losses as a result,the latter shall be authorised to demand liquidated damages for thelosses due to such delay. This shall be 0.5% of the price of that partof the product that cannot be used on time or in accordance with thecontract because of the delay, for each full week of the delay but a
maximum total amount of 5% of said price.
If the Seller is in delay and the purchaser grants him a reasonable
period to perform his obligation – considering the statutory exceptions– and if this period is not observed for reasons for which the Seller is
responsible, the purchaser shall be authorised to rescind the contract
within the framework of the statutory provisions.
Further claims of the purchaser towards the Seller from delay indelivery shall be excluded.
Section 4 - Transfer of risk, acceptance, packaging
4.1 Unless otherwise agreed individually, risk shall pass to thepurchaser upon the start of loading of the products at the Seller’s
works, even if partial deliveries are made or the Seller has assumed
other services, such as shipping cost or delivery and installation.
Subject to any different agreements, the obligation to load, stow andsecure the product safely during transport and unload it, is the
responsibility of the purchaser and his freight forwarding agent, freight
carrier or agent making the collection; he shall also have an obligation
to provide and make available at his own expense appropriate
securing devices.
4.2 If acceptance has been agreed, this must be conducted
immediately at the agreed time, alternatively after the Seller has given
notification that the product is ready for acceptance. The purchaser
cannot refuse acceptance due to an insignificant defect, provided theSeller acknowledges his obligation to remedy the defect.
4.3 If shipment or acceptance is delayed or not performed due tocircumstances not attributable to the Seller, the risk of accidental loss
or accidental deterioration of the product shall pass to the purchaserfrom the day on which notice is given of its readiness for shipment or
acceptance. The Seller undertakes to take out insurance requestedby the purchaser, such as transport insurance, at the expense of thepurchaser. In case of default of acceptance by the purchaser, theSeller shall be entitled to charge a storage fee.
4.4 Partial deliveries shall be permitted if this is reasonable for thepurchaser.
4.5 The Seller shall exercise due care to prepare and pack the
products for transport to prevent any damage in transit but shall notassume any liability in this respect. The products shall be insured only
upon the purchaser's express request, and the Seller shall exercise
due care to comply with any relevant instructions given by thepurchaser; any liability on the part of the Seller, however, shall be
excluded.
4.6 Packaging, such as cases, received in a damaged condition shallbe repaired or replaced by the Seller at the purchaser's expense.
Packaging material supplied by the Seller shall not be taken back.
4.7 All parts, such as roll bodies, etc., supplied to the Seller forprocessing purposes shall be sent, freight prepaid, in sturdy transport
cases reusable for return transport.
4.8 The Seller shall be held liable for any damage to, or loss of,
packaging material only in the event of gross negligence attributable
to the Seller. Damages shall in any case be limited to the fair value ofthe packaging.
Section 5 - Retention of title, assignment of claims, withdrawal
5.1 The Seller shall retain his title to the product until all claims havebeen settled, the respective outstanding balances to which the Seller
is entitled to as part of the business relationship with the purchaser(overall retention of title). If the validity of the retention of title in thedestination country of the articles requires an entry in a register or asimilar procedure, the Seller shall be entitled to have the retention of
title registered and take any action required for the validity of theVoith General Terms of Sale Rolls Business | Austria | Version 03/2024

retention of ownership, with the purchaser providing any cooperation
required.
5.2 The purchaser shall be obliged to treat the product subject toretention of title (retained articles) with care; in particular, he shall beobliged at his own expense to insure it adequately against theft,breakage, fire, water, and other damage at the reinstatement value.
The Seller shall be authorised to take out this insurance at the expenseof the purchaser if the purchaser has demonstrably not taken it out.
5.3 If the retained products are combined with other objects such thatthey become an essential part of another object, the Seller shall obtainco-ownership of the other object. If a new object is produced by
combining or processing of the retained products, the Seller shallalways acquire a corresponding right of co-ownership.
5.4 The purchaser shall be authorised to resell the retained productsin the normal course of business. If the retained products that havebeen supplied or produced in accordance with Section 5.3 are sold,the purchaser hereby assigns the claims against his purchasers fromthe sale (total sum invoiced including value-added tax) or acorresponding part thereof, along with all secondary rights, to theSeller until the latter’s claims have been settled in full. The purchaser
is obligated to provide the Seller with a copy of the invoice in respectof the resale without delay.
5.5 The purchaser shall remain authorised to collect the claim
assigned pursuant to Section 5.4; the Seller’s authorisation to collectthe claim himself shall remain unaffected thereby. The Seller shall notcollect the claim if the purchaser meets his payment obligations fromthe collected amounts, is not in arrears with payment or has notdiscontinued payment, and an application for insolvency proceedings
has not been filed against the purchaser with a view to general
execution.
If one of the above situations applies, the Seller can demand that thepurchaser disclose the claims assigned to the Seller as security andprovide all details and documents required to collect them.
5.6 If the purchaser acts in breach of contract, if he is in arrears withpayment, the Seller shall be authorised to take back the products after
issuing an unsucessful warning. This, like any levy of execution on the
products by the Seller, shall not constitute a rescission of the contractby the Seller.
5.7 An application to instigate insolvency proceedings or the rejectionof such an application due to insufficient assets, shall authorise theSeller, upon its choice (i) (in case of the rejection of such an
application) to rescind the contract and otherwise to demand
immediate surrender of the product or (ii) to provide further contractual
obligations conditional upon advance payment-performance. The
choice of the latter does not bar the remedy of the Seller to rescind
the contract later.
Section 6 - Warranty
The Seller shall assume a warranty for defects and legal imperfections
in title to the exclusion of further claims – subject to Section 8 – asfollows:
6.1 Warranty Periods
6.1.1 Polyurethane covers and calender roll covers: 12 months fromstart-up or 24 months maximum from delivery, whichever comes firston pro rata temporis basis.
6.1.2 Thermal coatings and ceramic covers: 24 months from start-up
or 30 months maximum from delivery, whichever comes first on pro
rata temporis basis.
6.1.3 Rubber covers: 12 months from start-up or 18 months
maximum from delivery, whichever comes first on pro rata temporis
basis.
6.1.4 Roll service and maintenance, regrinding work, spare parts,
small rebuilds, construction and installation plans, etc.: 6 months fromstart-up or 12 months maximum from delivery, whichever comes firston pro rata temporis basis.
6.1.5 New rolls: 24 months from start-up or 30 months maximum fromdelivery, whichever comes first on pro rata temporis basis.
6.1.6 Doctor blades: 2 weeks from finding out a defect or 12 weeks
from delivery, whichever comes first.

2|56.1.7 Wear parts and repairs of roll covers (local repairs, ring repairs):
2 weeks from start-up or 1 month maximum from delivery, whichevercomes first.
6.2 If, as part of rectification of a defect, the purchaser obtains newrights in relation to defects, all claims arising from these rights shallbecome statute-barred at the latest 6 months from when the defectwas rectified, whereby such claims shall exclusively be limited to
defects that arise directly in connection with the rectification of thedefect.
6.3 Any warranty of the Seller shall be dependent on the strict
compliance with the contractually stipulated operating conditions andthe declared intended use of the products in chemical, thermal andmechanical terms, and proper operation (adherence to operating andmaintenance instructions by the Seller). Details furnished by the Seller
regarding the properties of its products shall conform to the results of
its measurements and calculations and shall be deemed to be quality
features, but not warranted properties or guarantees.
6.3.1 The warranty for roll covers according to Sections 6.1.1, 6.1.2
and 6.1.3, for new rolls according to Section 6.1.5 as well as for
doctor blades according to Section 6.1.6. shall be limited to faultlessmaterial and workmanship. Considered as a fault shall be only
impairments demonstrably having a negative influence on theoperation of the purchaser’s paper machine.
6.3.2 For regrinding and service work according to Section 6.1.4, theSeller shall warrant the proper performance of the work.
6.4 Notice of Defects
6.4.1 Notices of defects shall be made in writing, specifying the kindand extent of defects and invoice number, within maximum eight (8)days after arrival of the product at the place of destination stated in
the delivery note or, in the case of hidden defects, within three (3) days
after the defects were discovered. After expiration of such period, theproduct shall be deemed to have been accepted as faultless. In caseof multiple defects, each single defect must be given notice ofseparately. In case of multiple independent deliveries, the concerneddelivery must be specified. Faultiness of the product upon delivery
must be proven by the purchaser also in case a fault is emerging within
six months upon delivery. Any damage in transit shall immediately berecorded in an appropriate manner.
6.4.2 Notices of defects shall be sent to the Seller´s test centerexclusively. Also, the decision as to the justification of a notice of
defects made in due time shall be taken by the Seller´s test center.
6.4.3 The purchaser must provide evidence of the defectiveness ofthe product at the time of delivery if the defect becomes apparent
within six months after delivery.
6.4.4 Transport damage must be recorded immediately in a suitable
form.
6.4.5 In case of a notice of a defect made in due time and form, theSeller shall have the right to inspect the defective product in operation.
Upon Seller´s request, without this being an acknowledgment of a
fault, the defective product shall be returned, freight prepaid, to theSeller. In case of a verified fault, the Seller shall reimburse thepurchaser for reasonable freight costs advanced by the latter.
6.5 As a matter of principle, any warranty for products of the Seller
shall be excluded in the following cases:
6.5.1 If the product shows mechanical variation unless the variation
originates in the Seller´s risk area.
6.5.2 If the operating conditions of the machine do not correspond tothe conditions specified to the Seller in the order document or to theconditions as are usual in such cases or if the conditions areunsatisfactory in technical terms, i.e. if the products are not operating
under normal and technically sound operating conditions (e.g. in thecase of thermal, chemical or mechanical overloading, or in the case of
defects caused by inadmissible deformation of the roll body or by
improper maintenance, etc.).
6.5.3 If the products were not handled or stored in accordance with
the Seller's operating and maintenance instructions and/or weredamaged during transport or by frost (refer to the Seller's
recommendations for the transport and storage of covered rolls).
6.5.4 if the roll body or the product sent to the Seller for repair was ofVoith General Terms of Sale Rolls Business | Austria | Version 03/2024

faulty design or otherwise defective; the purchaser shall be
responsible that the roll body or the product sent to the Seller for repair
features standard design and quality as well as standard or specified
materials.
6.5.5 if the roll body sent to the Seller, due to released stresses, ischanged in a way that damage occurs to the product supplied by the
Seller (e.g. roll covers). The roll body shall be dimensioned so as toresist the stresses occurring during the covering process.
6.6 In the case of a justified warranty claim, the amount of claim shallbe limited to the amount of the invoice for the respective product andshall be reduced on a pro rata temporis basis according to Sections
6.1.1 to 6.1.5 for each month which has elapsed after start-up and/or
delivery, whichever comes first, until the warranty claim is made.
If a claim is justified, the Seller shall meet its warranty obligation at its
discretion by:
6.6.1 rectification of the defect or delivery of a replacement part freeof charge for the purchaser, or
6.6.2 refunding the proportionate price corresponding to the warranty
period not yet elapsed, or
6.6.3 supplying a replacement part to be charged at the price in effectat the time of replacement, less the amount corresponding to thewarranty period not yet elapsed.
6.7 In all cases of exclusions / limitations of the purchaser´s warranty
claims according to this paragraph, these exclusions / limitations
comprise e also the enforcement of claims for damages, and ofdamages consequential to a defect. All exclusions / limitations
regarding warranty shall also refer to possible claims in respect ofexpressly warranted properties, if any. Warranty claims shall not entitle
the purchaser to invoke a withholding right.
Section 7 - Legal imperfections in title; Export control
7.1 If use of the product results in the infringement of industry property
rights such as patents or copyrights of third parties, the Seller shall in
principle and at his own expense obtain the right for the purchaser tocontinue using it or modify the product in a way that the purchaser
can reasonably be expected to accept so that the property right is nolonger infringed.
If this is not economically feasible or not possible within a reasonable
period, the purchaser shall be authorised to rescind the contract. If
said conditions exist, the Seller shall also have the right to rescind thecontract.
Moreover, the Seller shall – if he is to blame – indemnify the purchaser
against claims of the owner of the property rights that are undisputedor have been ruled on finally and conclusively.
7.2 Subject to Section 8, the Seller’s obligations specified in Section
7.1 shall be final in relation to the infringement of proprietary rights or
copyrights.
These obligations shall exist only if:- the purchaser informs the Seller as soon as infringements ofproprietary rights or copyrights are claimed,- the purchaser assists the Seller to a reasonable extent in
defending against the claims or enables the Seller to make themodifications as stated in Section 7.1,
- the Seller retains the right to undertake all defensive measures,
including out-of-court settlement,- the legal imperfection in title is not attributable to an instruction by
the purchaser or to the fact that the infringement only occurredbecause of combination of the product by the purchaser withproducts or deliveries outside the Seller’s scope of supply, and- the infringement has not been caused by the fact that thepurchaser has modified the product on his own or used it in a way
not in conformity with the contract.
7.3 If the purchaser intends to export or transfer the product to a
country or territory against which the United Nations, the European
Union or the United States of America has imposed or implemented
an embargo or any other export or re-export restrictions or intends touse the product in such country or territory, the purchaser shall notify
the Seller of the same in writing before the contract is entered into. If
the purchaser adopts such an intention after the contract is enteredinto, such export, transfer or use shall be subject to the Seller's prior

3|5written approval. Notwithstanding anything to the foregoing, thepurchaser represents and warrants that it will comply (i) with all
Austrian, EU and UN export control regulations including embargoes
and other sanctions and (ii) with all other foreign export control
regulations including embargos and other sanctions provided that
Austria, the EU or the UN have enacted similar regulations, embargos
or other sanctions targeting the same countries. If the product isresold by the purchaser, the latter shall enter agreements to ensurethat the obligations set forth in this section are transferred through tothe entire delivery chain and to the final customer ultimately holding
the product. In the event of a violation of the obligations set forth in
this Section 7.3, the Seller shall be entitled to terminate the contract
with immediate effect.
Section 8 – Liability; Product Liability
8.1 Irrespective of whether the Seller is at fault before or after
conclusion of the contract, the Seller shall only be liable for damage
to the product itself and limited to the amount of the invoice amountfor the respective product, unless an exception pursuant to Section
8.2 applies.
8.2 The Seller shall be liable for damage not caused to the productitself – on whatever legal grounds, including liability for auxiliary
personnel and tort – only
- if he has acted with intent,- if he has been blatant grossly negligent,- in the case of defects, the Seller has concealed with intent todeceive,- in the case of a mandatory legal liability.
8.3 The Seller shall not be liable for indirect damage, loss of profit, lossof production, loss of interest, failure to make savings, consequential
damage, and financial loss, for damage arising from third-party claims
and for the loss of data and programmes and their recovery, unless
an exception pursuant to Section 8.2 applies.
8.4 If a penalty at the expense of the Seller is agreed in the contract,
this penalty shall be subject to judicial mitigation. Any further claims
for damages beyond the contractually agreed penalty shall be
excluded.
8.5 Further claims for damages – on whatever legal grounds – shallbe excluded. If liability for damages on the part of the Seller is
excluded or limited, this shall also apply to personal liability fordamages on the part of the Seller’s employees.
8.6 All claims of the purchaser – on whatever legal grounds – shallbecome statute-barred insofar as they are not asserted within 12
months from the due date and the purchaser’s knowledge of theinfringing party and damage. The statutory periods of limitation shallapply to intent or intent to deceive, culpable injury to life, body orhealth and claims under the Product Liability Law.
8.7 The Seller shall be neither obliged nor in a position to examine therolls and parts delivered for processing or repair and shall, therefore,
not be liable if defective parts are supplied by the purchaser.
8.8 For damage caused to roll bodies and machine parts supplied by
the purchaser, as well as for damage to machine parts caused by the
Seller’s employees during measurements and/or installation work on
the purchaser’s premises, the Seller shall be liable up to the amountof the current market price only in the case of destruction and/or
damage through negligence during processing or repair. The rollbodies and machine parts supplied by the purchaser shall be insured
to the amount of the current market value against any destruction
and/or damage through negligence while being processed or repairedby the Seller. The amount of compensation shall be limited to theamount of the current market price of the roll bodies or machine parts
and/or to the maximum amount of insurance under the Seller’s liability
insurance contract. The purchaser shall bear the risk for any natural
disaster and force majeure. The purchaser shall, at its own expense,
provide insurance cover against such risks like fire, storm, etc.
8.9 The Seller shall, with due diligence, carry out the orders placedwith it. If a supplied product can no longer be used due to faulty
treatment, the Seller shall be obliged to process a replacement
product in accordance with the original order. The Seller, however,Voith General Terms of Sale Rolls Business | Austria | Version 03/2024

shall not be obliged to supply a replacement. Unless otherwise
agreed, any resulting chips shall become the property of the Seller.
8.10 Product Liability
8.10.1 Any product sold by the Seller shall be as safe as can be
expected based on approval requirements, instructions for use andany other rules given by the Seller or the manufacturer.
8.10.2 The Seller's liability under the Product Liability Law for any
damage to property suffered by the purchaser as entrepreneur as wellas any product liability claims raised under any other statutory
provisions shall be excluded to the extent as being legally admissible.
8.10.3 In the event that the purchaser resells the products to anotherentrepreneur, the purchaser shall undertake to also require from suchother entrepreneur a waiver in accordance with Section 8.10.2 and to
oblige such other entrepreneur to demand in turn such waiver in theevent of a further resale. If the purchaser fails to demand such waiver,the purchaser shall fully indemnify and hold harmless the Seller in thisrespect from and against any legal action and reimburse to the Seller
all expenses incurred in connection with the liability irrespective ofnegligence.
8.10.4 The purchaser shall notify the Seller in writing, promptly and indetail, of any claims raised by third parties having suffered damage
caused by products of the Seller. Again, in the event of resale toanother entrepreneur, the purchaser shall pass on this obligation to its
client. The same shall apply to the purchaser's obligation to report to
the Seller any product defects as defined under the Product LiabilityLaw.
8.10.5 If the purchaser has compensated the injured in accordancewith the Product Liability Law, any claims of recourse against the
Seller as the manufacturer shall be excluded.
Section 9 - Use of software
9.1 If software is supplied, the purchaser shall be granted a nonexclusive right to use it and its documentation. It shall be provided foruse on the intended object supplied. The software shall not be usedon more than one system.
9.2 The purchaser shall reproduce, revise, compile or translate thesoftware or convert it from object code to source code only to theextent permitted by Copyright Law (Urheberrechtsgesetz). The
purchaser undertakes not to remove manufacturer's data – inparticular copyright notices – or to change them without the Seller’s
prior written consent.
All other rights to the software and documentation, including copies
thereof, shall remain with the Seller or the software supplier.
Sublicensing of it shall not be permitted.
9.3 Before providing the software to the purchaser, the Seller shall use
state-of-the-art, up-to-date protection measures to check it forcomputer viruses, Trojan horses, virus hoaxes and similar programs,
program parts and malicious functions that may result in loss or
falsification of data or programs or impairment of systems or parts ofthem (hereinafter referred to as “computer viruses”). Nevertheless, it
is not possible to rule out the risk that the software contains unknown
or mutated computer viruses or that such viruses may enter an(operating or control) system of the purchaser later and possibly
change or delete program data of the software or other data or
programs or impair systems.
9.4 Consequently, the purchaser himself shall likewise take measures
to protect against computer viruses and other destructive data. The
purchaser shall be obliged to test whether the supplied software or
files are infected with computer viruses before executing the softwareor opening the files. This shall also apply to software the purchaser
wishes to use as part of his (operating or control) systems, where thefunctionality of the Seller’s software may be affected thereby.
9.5 The purchaser shall be obliged to back up data himself on aregular basis to prevent loss of it because of computer viruses. If data
is lost or manipulated, the Seller shall be liable only for the cost
involved in restoring the correct data if the purchaser has backed it up
properly.
Section 10 - Applicable law, place of jurisdiction
10.1 In addition to these provisions the substantive law of Austria shall

4|5

apply to all legal relationships between the Seller and the purchaser
without applying conflicting legal regulations and the regulations of theUnited Nations Convention dated 11 April 1980 on the international
sale of goods (CISG).
10.2 Any dispute, controversy or claim arising out of or in relation to
the contractual relationship between the Seller and the purchaser,
including the validity, invalidity, breach, or termination thereof, shall be
subject to the court with subject-matter and local jurisdiction forcommercial matters at the registered office of the Seller.
Section 11 - Final provisions
11.1 The Seller shall be entitled to store, transfer within the Seller'scountry and abroad, use, alter and erase data related to persons asgiven by the purchaser in the course of business. The purchaser shallhereby be notified of this.
11.2 Unless otherwise specified in the acknowledgement of order, theplace of performance for the parties’ mutual obligations from thecontractual relationship shall be the place of the Seller’s registeredoffices. This shall also apply if clauses customary in the trade havebeen agreed.
11.3. Should individual parts of these General Terms of Sale be invalid,
this shall not affect the validity of the remaining parts.
11.4 Declarations serving to establish, safeguard or exercise rights
shall not be valid unless given in writing. Written form shall also include
declarations sent in textform by data transfer (e.g. e-mail), electronic
signature via signature programs such as DocuSign, Adobe Sign orfax, unless the written form is mandatory according to applicable law.
11.5 The purchaser shall not assign his contractual rights to a third
party without the written consent of the Seller. The Seller may transfer
his contractual rights to third parties at any time, unless the third
parties are direct competitors of the purchaser. In the latter case, thewritten consent of the purchaser is required.
11.6 If the Seller provides installation, commissioning, maintenance,
repair or similar services, the relevant special terms and conditions of
the Seller shall apply additionally and with precedence.
11.7 The purchaser shall not sell, export or re-export, directly or
indirectly, to the Russian Federation or for use in the RussianFederation any goods or technology sold, supplied, transferred orexported to the purchaser by the Seller that fall under the scope of
Article 12 g of Council Regulation (EU) No. 833/2014 as amended
from time to time (for the latest version of Council Regulation (EU) No.
833/2014 see https://eur-lex.europa.eu/oj/direct-access.html andhttps://eur-lex.europa.eu/homepage.html?locale=en).
The purchaser shall undertake its reasonable efforts to ensure that the
purpose of preceding sentence is not frustrated by any third parties
further down the commercial chain, including by possible resellers,and shall set up and maintain an adequate monitoring mechanism todetect conduct by any third parties further down the commercial
chain, including by possible resellers, that would frustrate the purposeof the preceding sentence.
The purchaser shall immediately inform the Seller about any problems
in applying the two preceding sentences including any relevant
activities by third parties that could frustrate the purpose of the two
preceding sentences.
The purchaser shall make available to the Seller information
concerning compliance with the obligations under this paragraphwithin two weeks of the simple request of such information.
Any violation of any of the four preceding sentences shall constitute amaterial breach of an essential obligation of the purchaser, and theSeller shall be entitled to seek appropriate remedies, including, but notlimited to (i) a termination of the contract and (ii) a penalty of 10 % of
the total value of the contract or price of the goods or technology
exported, whichever is higher.
The obligations set forth in this paragraph (Section 11.7) shall come inaddition to any other obligations which purchaser might haveotherwise under the contract. In case of any contradiction of the
stipulations of this paragraph (Section 11.7) with any other obligation
which purchaser might have under the contract, the stipulations of thisparagraph (Section 11.7) shall prevail.

Voith General Terms of Sale Rolls Business | Austria | Version 03/2024

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