General Terms and Conditions of Sale and Delivery of Weingärtner Maschinenbau GmbH(FN 367537 x)
Last revised: September 2022
1. Definitions
1.1 “Customer” means our contract partner, it being expressly specified that we enter
into contracts exclusively with businesses and/or accept only businesses as contract
partners. Businesses are entrepreneurs or legal entities or legally constituted partnerships
for which this contract forms part of their business operations. A business is anorganization pursuing an independent economic activity which is designed for continued
operation, whether for profit or not for profit.
1.2 “Contractual Item” and/or “Contractual Product” means the goods and/or services ofall kinds ordered by the Customer from us.
1.3 “Individual Agreement” means the legally effective contract concluded on the basisof our quotation and the order confirmation and/or our performance.
2. Scope of application
2.1 These General Terms and Conditions of Sale and Delivery shall apply to alltransactions, deliveries, services and quotations. The Customer expressly acknowledges
that we object to any deviating provisions in an order or any other business document of
the Customer. No deviating terms of the Customer will be accepted by us unless expressly
agreed to in writing by us, even if we do not expressly object to them in each individualcase. These General Terms and Conditions of Sale and Delivery shall also apply as
framework agreement for all transactions with the Customer in the future.
2.2 In the event of any conflict between the various documents forming the contractual
basis, the documents shall be applicable in the sequence below (i.e., the document
mentioned first shall have precedence over the documents mentioned thereafter):• the Individual Agreement;• written supplements to or deviations from these General Terms and Conditions of Saleand Delivery or an Individual Agreement• these General Terms and Conditions of Sale and Delivery;• Austrian standards (Ö-Norm) or other quality standards expressly agreed between the
Customer and us in writing;• other statutory regulations.
2.3 If we accept in an individual case that an affiliate of a Customer is authorized to place
an order, the Customer shall fully indemnify and hold us harmless with respect to thefulfillment of all contractual obligations by such a third party. Moreover, these General
Terms and Conditions of Sale and Delivery shall likewise apply to such a third party.
3. Contract formation
3.1 Our quotations and price lists are non-binding and subject to change and merely
constitute a request to place an order. Customer orders are binding quotations to enter
into a contract with us. A Customer order becomes binding upon the Customer as soon as
we receive it, with receipt by our employees being sufficient.
3.2 A contract is not formed until we have confirmed the order in writing or delivered aperformance (e.g., delivery/shipment of the Contractual Item). We are not obliged toaccept an order. All changes to the contract, including later or additional agreements, will
not be effective unless confirmed by us in writing. Our employees are not authorized tomake any legally binding representation on our behalf unless special powers of attorney
were granted to them and presented to the Customer by us. We may accept every order
as long as it is not cancelled by the Customer.
3.3 A sale of goods on an approval or return basis and samples sent in the framework ofan order shall be deemed approved by the Customer unless the items are returned within
14 days (with the date of receipt being decisive).
3.4 Any technical information on our goods and services contained in documents
provided by us or otherwise available to you (including, but not limited to, calculated
processing times) provides only an approximate description unless being expressly
guaranteed as binding. We reserve the right to make design- or production-related changes
and deviations. Typographical mistakes or calculation errors in quotations, orderconfirmations or invoices may be corrected by us at any time.
3.5 The Customer shall check each order confirmation without delay. If there is adiscrepancy between the order confirmation and the order, the Customer shall notify us
accordingly in writing within 5 working days of receipt. Otherwise, the Customer shall bedeemed to have approved the order confirmation.
4. Price
4.1 Prices given by us are subject to change and, unless otherwise expressly provided, inEuros (EUR) exclusive of VAT. Price estimates are provided without liability for theiraccuracy unless otherwise agreed in writing. Prices stated in a currency other than the Euroare calculated at the exchange rate valid on the quotation date including ±2% hedging. If
this hedging margin of 2% is exceeded or not exhausted in the period in which our
quotation is valid, the price will automatically be altered accordingly. It is the responsibilityof the Customer to provide hedging when submitting an order.
4.2 If changes in the cost of labor due to collective agreement arrangements or statutory
regulations or internal works agreements or changes in other costs relevant for the
calculation or unavoidable for proper performance, e.g., materials, energy, transportation,
subcontracted works, financing etc., occur, we will be entitled to increase the priceaccordingly. The Customer is not entitled to cancel the contract or claim frustration of
purpose for that reason. In the absence of another written agreement, all prices arewithout ancillary expenses.

4.3 Prices stated in our quotation are only valid if the entire quantity stated in our
quotation is ordered. It is assumed that delivery can be made in a single operation. Any
extra costs resulting from an unforeseeable interruption of delivery will be invoiced
separately.
4.4 Works ordered but not included in our quotation will be performed subject to ourconditions and the rates charged by us.
4.5 Each delivery of Contractual Products is considered a separate and independenttransaction. We shall be entitled to refuse delivery of Contractual Products at any time.
Without prejudice to our rights and other remedies, we shall be entitled to withhold,suspend or discontinue Contractual Products, services or any support as long as we have
not received payment.
5. Delivery and passage of risk
5.1 Agreed delivery periods generally commence on the date our order confirmation issent, though not until we have confirmed receipt of all technical or other information,
documents or down payments, or of any other performance by the Customer required for
us to fulfill our obligations.
5.2 The delivery period will be reasonably extended if the Customer requests changes inour performance which require additional deliveries and/or additional services. The
Customer will be liable for the additional costs arising therefrom.
5.3 The delivery date shall be deemed to have been met if the Contractual Item leaves
our warehouse prior to the delivery deadline or if by that date we advise the Customer thatthe goods are ready for shipment. The costs of any transport vehicle or railcar downtime
shall be borne by the Customer unless such costs have been caused by our gross negligenceor willful misconduct.
5.4 Promised delivery dates will be met where possible, but they are not binding. In thecase of delay of delivery, the Customer is not entitled to cancel the contract, rescind it on
account of mistake or assert claims for warranty or damages. We are entitled to make andinvoice partial deliveries or deliver goods in advance.
5.5 We reserve the right to select the type of shipment and the route of shipment
excluding any liability. In particular, there is no obligation to select the least expensive typeof shipment.
5.6 The goods are packed in conformity with normal commercial practice. This also
applies to partial deliveries or deliveries in advance. The costs of packing, shipping, customs
and other services (e.g., loading and unloading, transfer to the foundation) are invoiced
separately. Express and air freight surcharges are charged separately in each case.
Transport insurance will only be taken out by order and for the account of the Customer.
We disclaim any obligation to take out transport insurance for the goods.
5.7 Operational interruptions and force majeure events as well as any events which arebeyond our control, including, but not limited to, delays in delivery etc. by our upstream
suppliers, will entitle us – under exclusion of any legal claims, particularly for warranty,
rescission on account of mistake or damages – to either extend the deadlines accordingly
or withdraw from the contract with regard to the part not yet fulfilled. This applies also
where such events occur at a time when we are in delay. Force majeure includes any
external or internal events and/or circumstances which cannot be foreseen and prevented
using reasonable and acceptable means; such events include particularly events caused byforces of nature such as fire, earthquake, landslides etc., but also war or warlike events,
revolutions, epidemics, pandemics, riots, breakdowns, state-stipulated or governmental
measures, labor disputes, blackouts, delays in delivery by upstream suppliers, and similar
comparable circumstances.
5.8 Any risk as to price and performance shall pass to the Customer at the time when we
notify the Customer that the goods are ready for shipment or when the goods have left ourwarehouse or, in case of direct delivery, our supplier’s warehouse, at the latest,
irrespective of any pricing scheme that may have been separately agreed for the shipment;
this applies even if we have agreed to provide additional services. If delivery of goods readyfor shipment or delivery as agreed is impossible for reasons beyond our control, then weshall, at our discretion, be entitled to place the goods in storage at the Customer’s expense
and risk, whereby delivery shall be deemed to have been made; we shall be entitled tostore the products ourselves at usual market prices or put the goods ready for shipment instorage with third parties on behalf and for the account of the Customer. Irrespective of
any agreement on the place of delivery and the payment of any charges for shipment, thelocation of our registered office shall be the place of performance.
5.9 Preliminary acceptance of our Contractual Products will take place in Kirchham within
our general opening hours, unless otherwise agreed. At the time of preliminary
acceptance, the Contractual Item will be in a pre-assembled condition, so that it can beinspected and tested on site. For preliminary acceptance, Weingärtner provides a test unit
in compliance with the material specifications contained in DIN 1.7225 (42 CrMo4 /US4140) to demonstrate the full functionality of the machine and all of the equipment. The
preliminary acceptance process comprises checking the scope of delivery, conducting
geometric (measuring) inspections of random samples and the production of a sample.
After completion of the preliminary acceptance process, a test report shall be preparedand signed by both parties. For preliminary acceptance via online media, an electronic
signature or a digital image of a handwritten signature on the test report is permitted andsufficient. Preliminary acceptance testing is conducted according to the state of the art.
Where preliminary acceptance in the form of on-site testing is not possible or advisable,
preliminary acceptance via online media using an acoustic and visual two-way connection
in real-time is a possibility, if agreed separately. If the Customer fails to keep the agreed
appointment for preliminary acceptance within 30 days for reasons attributable to theCustomer or refuses to sign the test report in the course of preliminary acceptance without
giving reasons, the machine shall be deemed to have been preliminarily accepted.

5.10 Final acceptance testing will take place at the Customer’s premises. Before the final
handover and upon checking the scope of delivery, conducting geometric (measuring)inspections of random samples and the production of a sample, a test report must be
signed by both parties. For final acceptance via online media, an electronic signature or adigital image of a handwritten signature on the test report is permitted and sufficient.
Acceptance testing is conducted according to the state of the art. Where final acceptancein the form of on-site testing is not possible or advisable, final acceptance via online mediausing an acoustic and visual two-way connection in real-time is a possibility, if agreed
separately. The Customer undertakes to provide the necessary technical infrastructure at
the Customer’s premises. The machine shall be deemed accepted as soon as it is being usedin production. If the Customer fails to make the machine installation and/or final
acceptance, as agreed, possible within 90 days of delivery for reasons attributable to theCustomer or refuses to sign the test report in the course of final acceptance without giving
reasons, the machine shall be deemed to have been accepted.
5.11 Incoterms® as in force at the date when the contract is made shall apply, it being
specified that EXW is the shipping arrangement generally used by us; notwithstanding,
Article 16.3 of these General Terms and Conditions of Sale and Delivery shall apply.
6. Terms of payment, default, exclusion of set-off, deliveries abroad
6.1 We may choose electronic invoicing. The Customer has expressly agreed to receive
electronic invoices. If or to the extent to which our quotation contains no terms of
payment, all invoices are payable by transfer from a bank account to the account indicatedin the (pro forma) invoice within ten (10) days after receipt of our (pro forma) invoice. All
payments shall be at the expense and risk of the Customer. Agents or assistants are notentitled to collect receivables except where a separate written authorization has been
issued. We are entitled to demand payment in advance at any time, even before accepting
an order and/or prior to delivery. Invoices are payable free of expenses and without any
deductions, in particular without discount. Unless otherwise agreed in writing or in theabsence of a statutory obligation, retention of payment to secure warranty claims is notrecognized and considered as default in payment. Bills of exchange or checks will not be
accepted unless an express agreement has been made. We reserve the right to allocate
incoming payments to open accounts receivable as we see fit.
6.2 If the Customer defaults on payments, we shall be released from all further
performance and delivery obligations and we shall be entitled to withhold outstanding
deliveries or services or to demand payments in advance and/or guarantees. Moreover,
the Customer will have to pay default interest, regardless of culpability, at the legal interest
rate for businesses valid in Austria (if such a rate is no longer published, at least 1 % permonth), with us being entitled to charge a usual bank interest rate exceeding that rate.
Moreover, the Customer shall reimburse us for any dunning and debt collection expenses
incurred. The Customer shall pay for all costs incurred by us for asserting our claims(including reasonable lawyer’s fees), including the collection of amounts due forContractual Products.
6.3 If after contract formation the Customer’s financial position deteriorates significantly
or if we become aware of any circumstances which, according to our discretion, are likely
to substantially reduce the creditworthiness of the Customer, all outstanding receivables
will become due immediately. This will also apply when a payment is not made by the due
date or the Customer becomes insolvent. Further deliveries will only take place in returnfor payment in advance in this case.
6.4 Set-offs, deductions and counterclaims of any kind in connection with the specified
total purchase price for the Contractual Products are excluded.
6.5 In the case of export transactions, it is exclusively the Customer’s obligation to obtainand maintain at its own expense the required export, customs and other approvals. We
give no warranties or guarantees of any nature as to the legality of the export of aContractual Item. The Customer shall send all original export and customs documents etc.
to us. Otherwise, the Customer may have to pay value added tax. Moreover, in the case ofdeliveries abroad, the opening of an irrevocable documentary credit at a bank of ourchoosing which can be used upon presentation of shipment documents or the freight
forwarding company’s taking-over certificate is a prerequisite for our delivery.

7.5 The Customer hereby assigns, as security and for settlement, all claims arising fromthe sale of goods over which we have rights of ownership, in the amount of our coownership share, if applicable. We accept this assignment. The Customer shall provide us
with the names and addresses of its customers as well as an inventory and the amount of
the claims resulting from the resale without delay; the Customer must also verifiably
inform the respective customer about the assignment of receivables without delay.
Moreover, the Customer shall be obligated to appropriately enter the assignment of theseclaims to us in its books. We shall be entitled to inform the Customer’s customer of theassignment at any time. The Customer shall be liable for any fees associated with suchassignment.
7.6 If the Customer fails to meet its obligations or defaults in payment, the entire
remaining debt will become immediately due, even where bills of exchange with a later
maturity have been accepted. In such a case, we are entitled to immediately demand that
the Contractual Item be returned, with any retention rights being excluded. Upon returnof the Contractual Item, it is in our discretion to either sell the Contractual Item and tooffset the revenue minus 20 % resale charges against the Customer’s debt or to take theContractual Item back at the invoice price minus depreciation, if any, and charge theCustomer rent at the customary rate for the time the products delivered remained with
the Customer.
8. Warranty, delivery of wrong item, product liability
8.1 The Customer must give written notice of defect providing a detailed fault description
without delay but not later than 14 days after delivery and before processing or machining
the Contractual Item, failing which any warranty claims and/or claims for damages and/or
rescission on account of error are excluded; notice of defect given does not entitle theCustomer to withhold payment of the invoice amount or parts thereof.
8.2 For defects that could not be identified by inspection upon delivery, the warranty
period is six months from the date of delivery. This period will be neither extended norinterrupted by attempts at improvement; it applies also to partial deliveries. Such defects
must be asserted in writing within 14 days of discovery, failing which any warranty claims
and/or claims for damages and/or rescission on account of error are excluded; notice of
defect given does not entitle the Customer to withhold any payment of the invoice amountor parts thereof.
8.3 Deviations of the Contractual Item delivered from the Contractual Item ordered, suchas in case of wrong dimensions or delivery of wrong item (aliud), must be asserted within
3 days of the delivery date and prior to any transfer and/or processing or machining of theitem. Otherwise, the Contractual Item will be deemed to be approved and cannot be takenback or exchanged by us.
8.4 Any advice given by us, whether written or oral, is non-binding and does not relieve
our Customers from their obligation to test the Contractual Item for its fitness for theintended purpose. No warranty is given that there will be an exact match between followup deliveries and the initial delivery.
8.5 Any technical requirements concerning the plant design and installation of the
products delivered by us contained in manuals, operating instructions etc. are notnecessarily exhaustive but only common minimum requirements. The Customer isobligated to comply with the relevant state of the art. Otherwise, any warranty claims andany guarantees granted by us will expire. In particular, we do not give any warranty about
and shall not be liable for the fitness of the Contractual Item provided by us for the uses
intended by the Customer, except where a separate agreement was made in writing.
8.6 No warranty is given for wear parts such as wipers, filters, belts, oils etc.
8.7 Any warranty and/or obligation to provide updates for goods with digital elements
and digital services (§7 VGG (Austrian Consumer Warranty Act)) is excluded, unless
individual agreements provide otherwise. Such an agreement has to be in writing in any
case.
8.8 The Customer must prove in all cases that the Contractual Item was defective at thetime of delivery; the presumption laid down in § 924 ABGB (Austrian General Civil Code) isexpressly excluded.

6.6 In the event of interruptions which are not provided for in the contract terms andwhich are not attributable to us, we will be entitled to render separate invoices.

8.9 For Contractual Items we purchase from a subcontractor, we give only such warranty
as is given by the subcontractor to us.

7. Retention of title

8.10 For Contractual Items delivered by us, we only warrant that they will have theproperties that can be reasonably expected in commercial transactions regarding suchitems. We give no warranty for any properties beyond that, particularly properties
indicated in public statements such as advertising materials and information attached to
the Contractual Items, except where such properties have been assured by us in writing
when the order was placed.

7.1 We retain legal ownership of all Contractual Items delivered by us or parts thereof
until the purchase price has been paid in full, interest and associated costs included,irrespective of the legal basis. An order consisting of several part deliveries constitutes asingle order, and the retention of ownership of all goods delivered shall remain in effectuntil payment of all receivables from that transaction is made in full. Asserting title toContractual Items does not constitute a withdrawal from the contract, unless we rescind
the contract, which we are entitled to do unilaterally, and does not relieve the Customerof its obligations, including, but not limited to, the obligation to pay the remuneration.
7.2 The Customer is entitled to transfer its expectant right in regard of a Contractual Item
subject to our retention of title within its normal course of business, but not to hypothecateor assign the Contractual Item as security. This right of the Customer may be revoked by
us at any time.
7.3 The Customer must inform us immediately of a seizure or other interference with ourproperty through the actions of a third party. The Customer will be obligated to pay the
expenses and measures required to ward off the intervention, including, but not limited
to, the cost of any third-party proceedings etc.
7.4 We also retain title to any products generated through processing. Where theContractual Products are processed or combined with other materials or with premises,
we become the co-owner of the newly created items according to the proportions of thevalue added. The Customer is obligated to impose this legal consequence on its customers.

8.11 Notwithstanding any other provisions in these General Terms and Conditions of Saleand Delivery, the warranty expires when
8.11.1

the Customer or a third party alter or repair the Contractual Item without ourwritten consent,

8.11.2no original accessory parts are used,

8.11.3the Contractual Item is used in an unusual way,

8.11.4the assembly and operating instructions are disregarded.

8.12 We give warranty for the functionality of our products but not for their appearance.
Any potential warranty obligation is limited to the defective components without
exception and does not cover the working hours needed for corrective actions and travel
expenses.
8.13 Unless otherwise separately agreed in writing, the location of our company’s
registered office shall be the place of performance for the services we are required toprovide to meet our warranty obligations.

8.14 We shall fulfill warranty claims at our discretion by replacement, improvement, pricereduction or cancellation of the contract.
8.15 The assignment of warranty claims or claims for damages etc. – except for purely
pecuniary claims – is not permitted. The right of recourse as defined by § 933 b ABGB
(Austrian General Civil Code) is excluded.
8.16 Our liability for any damage afflicted to our Customer in the context of the transaction
shall be limited to the contract value and cases where the damage was caused by grossnegligence on our part or on the part of our subcontractors; this does not apply to personal
injury, in which case we assume liability also in the event of minor negligence. We are notliable for any indirect damage, consequential damage, operational interruption, loss of
profit, information or data. Loss of profit includes also the loss of a commercial opportunity
which already constituted an existing independent asset for the Customer (e.g., due to an
already existing contract between the Customer and a third party) when the damage
occurred. We are not liable for any financial losses suffered by the Customer in connection
with work done and expenses paid by the Customer in the context of a warranty case.
8.17 Instructions given in manuals, instructions for use or any other product informationmust be strictly followed by the Customer to prevent potential damage. Users are expressly
warned against using the goods for any purposes not included in the defined areas ofapplication.
8.18 Should our Customer be held liable under the Product Liability Act, the Customer
expressly waives the right to recourse as defined by § 12 Austrian Product Liability Act.
8.19 If the Customer places the goods delivered by us on markets that are not part of theEuropean Economic Area, the Customer undertakes to exclude the liability to pay damages
under the Product Liability Act vis-à-vis its customer, provided that this is possible
according to the governing law or the applicable law agreed upon by them. In this case orin case of failure to ensure this mandatory exclusion, the Customer is obligated toindemnify and hold us harmless from and against any claims of third parties under the titleof product liability. The Customer undertakes to take out adequate product liability
insurance and present us the policy upon request.
9. Provisions for assembly, maintenance and servicing
9.1 The Customer will be responsible for all preparations to ensure that we can carry out
any assembly, maintenance and servicing work speedily. In particular, the Customer shallmake sure that the parts and equipment needed for starting and conducting any assembly,
maintenance and servicing work are in place at the proper site in time, as far as it is the
Customer’s duty to provide such parts and equipment. The Customer shall ensure that themachines which are to undergo assembly, maintenance or servicing work are in an
appropriate condition to allow flawless assembly, maintenance and service under normal
circumstances. In particular, the maintenance and/or assembly site must be safe to walkor drive on and in a condition ready for maintenance, particularly in a clean condition. It is
the Customer’s responsibility to arrange for unloading the machine from the truck andunpacking and cleaning it, moving it to the designated area and aligning it approximatively.
The Customer must ensure that the foundation for the machine is in line with thefoundation plan provided by us.
9.2 The Customer undertakes to provide, at its own expense and risk, personnel qualified
for simple auxiliary services, equipment of any kind (especially tools and lifting equipment)
and the other necessary material which is not covered by the assembly, maintenance andservicing work as well as a dry room that can be locked for the safe storage of suppliedparts, tools, measuring tools as well as clothes and other property of our service engineers.
The required regular measuring equipment including calipers or micrometers etc. isprovided by Weingärtner. Additional measuring devices or special materials must be
provided by the Customer.
9.3 The Customer is obligated to compensate us for any damage to or loss of any tools,
measuring equipment or facilities provided by us, with the exception of any damage
resulting from normal wear and tear or attributable to gross negligence or willful intent on
our part.
9.4 The Customer shall grant the service engineers unlimited access to the Contractual
Items that are to undergo assembly, maintenance and service work and take all necessary
measures to ensure this, including the issuance of appropriate access cards.
9.5 Upon commencement of this contractual relationship, the Customer shall give us thename of a contact person and, by its own accord, arrange for a replacement for that person
when he or she is prevented (for whatever reason) from acting in that capacity, for the
purpose of an ongoing coordination between the Customer and us. This contact person
must be suitably qualified and have intimate knowledge of the Contractual Items that are
to be assembled, maintained and serviced, and must be authorized by the Customer tomake the relevant decisions with regard to assembly, maintenance and servicing tasks.
Irrespective of the internal relationship between the designated contact person and theCustomer, we shall be entitled to assume that the contact person has authority vis-à-vis us
to make decisions regarding assembly, maintenance and servicing tasks.

10.2 In case of default in acceptance or when other circumstances such as default inpayment on the part of the Customer occur, we are entitled to cancel the contract withimmediate effect, setting a 14-day period of grace, without prejudice to any other claimsof any nature. Our withdrawal from the contract becomes legally effective upon ourunilateral declaration.
11. Training
Unless otherwise agreed in writing, we shall be under no obligation to provide introductory
instructions and training in the use of the Contractual Products delivered to the Customer.
Introduction and training measures requested by the Customer shall be paid for separatelyby the Customer as stated in our quotation. Any training or introduction sessions take placeat our headquarters, unless otherwise stated in our quotation.
12. Industrial property rights
12.1 All documents forwarded to the Customer, including, but not limited to, priceestimates, plans, sketches or other technical documentation as well as samples, catalogs,
brochures, illustrations and the like shall remain our intellectual property; the Customer
will not receive and/or acquire any rights of any nature such as rights of use or exploitation.
The Customer will not be entitled to make such information and documentation available
to third parties. Upon request, such information and documentation must be returned to
us without delay.
12.2 The Customer accepts that we use the Contractual Product sold to the Customer foradvertising purposes and may present it, e.g., as a model; we shall, at our sole discretion,choose the design of the presentation and the presentation medium.
12.3 If the goods are manufactured in accordance with specifications submitted by the
Customer, the Customer guarantees that the delivery of the goods or other services
provided according to contract does not infringe any third-party industrial property rights(patents, trademarks, design rights, copyrights, features, product names, know-how,territorial protection, software licenses and similar rights, even at the application stage).
We are under no obligation to check whether any third-party incorporeal rights exist
and/or are violated in respect of the product to be manufactured. The Customer must fully
indemnify and hold us harmless from and against any third-party claims in this respect.
12.4 We grant our Customer all rights needed for using the Contractual Product. The
Customer must observe any licensing terms applying to the Contractual Product coveredby an individual order which are in force at the time when risk passes to the Customer;
upon request, those terms will be provided to the Customer.
12.5 Subject to the above provisions, we remain the owner and/or sole holder of all
intellectual property rights in respect of the Contractual Products.
12.6 The Customer will notify us of any infringement of intellectual property rights thatcomes to the Customer’s attention; in this event and/or when an infringement of thirdparty intellectual property rights is claimed, the parties shall, at their own expense,
immediately make every possible effort to jointly ward off such claims. We shall be theleader in such a defense. We shall carry on any lawsuits unless it is impossible or unlessotherwise agreed. If the Customer carries on the lawsuit, continuous coordination with us
and compliance with our decisions are required. The Customer must not acknowledge
third-party claims or negotiate a relevant settlement independently. If the Customer doesit anyway, the Customer must fully indemnify and hold us harmless in this respect.
12.7 If infringement of third-party intellectual property rights through the Contractual
Products is established by a legally binding verdict which affects the use of the Contractual
Products or makes it impossible, the following shall apply:
12.7.1The parties, with us in charge, will initially cooperate in a joint effort to obtain
the required usage rights. Any costs arising in this connection (including, but not limited to,license fees) will be borne by us.
12.7.2
If the usage rights cannot be obtained or can be obtained only on
unreasonable terms, we shall alter the affected Contractual Products at our expense or
replace them with other (similar) products in such a way that they do not infringe theintellectual property right concerned. Thus, the Customer will be enabled to use theContractual Products (and/or other similar products). The agreed specifications shall beobserved as far as possible. Minor deviations that do not cause any functional problems
shall be deemed to be intellectual property which was in our possession or control at thetime when the business relationship was established.
12.7.3
Where none of the above is possible, the general liability and warranty
provisions in these General Terms and Conditions of Sale and Delivery shall apply.
12.8 We are under no liability in respect of any alteration of the Contractual Products
carried out by the Customer or the Customer’s customers. Any further claims of the
Customer or claims other than those set forth in this Article 12 are excluded.
13. Materials and data provided

10. Contract adaptation, right to cancel the contract

13.1 All materials, documents and data of all kinds provided by the Customer (hereinafterreferred to as Material) must be delivered on a duty-paid basis at the Customer’s expense
to our plant or to the location where we need the Material. Acknowledgement of receipt
will be given without guarantee as to the accuracy of the quantity stated in the delivery
documents. We cannot properly accept and inspect the Material until the production
process is under way; we will only be liable for damage caused by our gross negligence. We
are entitled to charge the Customer for all costs associated with the inspection and storageof the Material provided.

10.1 When there is an unexpected event that substantially undermines the commercial
relevance or changes the content of the performance to be provided or affects ouroperations substantially, or if it should later be found that performance is impossible, thecontract will be adapted as appropriate. If this is not economically feasible, we shall beentitled to cancel the contract in whole or in part. We shall notify the Customer of ourintention to exercise this right of cancellation as soon as we recognize the implications ofsuch an event, even if we and the Customer initially agreed to extend the period of delivery.

13.2 Any excess Material provided by the Customer or Material that is left unused must
be collected from us by the Customer within four weeks after completion of the contract,as far as such Material is not supplied by us together with the Contractual Item, there being
no obligation for us to do so. After expiry of this deadline, we shall not be liable in any way
for any uncollected Material, and we shall be entitled to dispose of the Material at theCustomer’s expense, without the Customer being entitled to any compensation
whatsoever, or, at our discretion, to store the Material on behalf of the Customer on

9.6 The Customer must inform us and/or the service engineer of any additional accident
prevention regulations that may have to be observed in sufficient time before the start ofany assembly, maintenance and service work. Besides, the Customer must implement, by
its own accord and at its own expense and responsibility, the accident prevention measureslaid down by law and imposed by authorities or contract.

customary terms ourselves or put it into storage with a third party. In neither case shall webe under an obligation to keep such Material or any items for reuse beyond the period
specified.
13.3 We shall be under no obligation whatsoever to check the Material provided by the
Customer and/or warn the Customer in this respect. In particular, we will not check stored
data for their accuracy where data carriers are provided. We shall be under no liability of
any nature in respect of any direct and indirect damage caused by faulty data and Material.
14. Export regulations – Dual use
14.1 It cannot be ruled out that the Contractual Products are subject to foreign trade
restrictions, including dual-use restrictions.
14.2 The contracting parties undertake to adhere to all applicable export controls and laws
on economic sanctions in their dispositions of the Contractual Products and to obtain fromthe competent authorities all licenses and/or permits that are needed for exporting orimporting Contractual Products. In particular, Contractual Products which are subject tothe U.S. Export Administration Regulations ("EAR") must not be exported without valid
licenses/authorizations from the competent U.S. authorities, including non-U.S.-madeitems with a controlled U.S. origin content exceeding the de minimis level and non-USmade items with a controlled U.S. origin content for which there is no de minimis level.
14.3 Should a contracting party become aware that it violated applicable export controls
and laws on economic sanctions in connection with these General Terms and Conditionsof Sale and Delivery, it shall notify the other contracting party within 14 days. Any
infringement of the aforementioned obligations entitles the other contracting party toterminate any existing contracts for cause.
15. Code of Conduct
The Customer is obligated to comply with the code of conduct, where applicable, and othercompliance provisions.
16. Final provisions
16.1 The Customer must verifiably give notice of change of business address, by its own
accord and without delay, as long as the contractual legal transaction is not completed byboth parties. If the Customer fails to do so, communications shall be deemed to have been
received by the Customer even if they are addressed to the Customer at the last address it
provided to us. The Customer shall bear the burden of proof that the Customer’s notice ofchange was received.
16.2 The contract language is German. Where a contract is drawn up in German and in
English, the German wording shall prevail if there is a discrepancy between the two
versions.
16.3 The place of performance for all contractual obligations of the contracting parties isthe location of our registered office in Kirchham/Austria, irrespective of the place ofdelivery and the calculation of transport costs or the place of payment.
16.4 All legal transactions, specifically those subject to these General Terms andConditions of Sale and Delivery, shall be exclusively governed by and construed inaccordance with the Austrian substantive law to the exclusion of its conflict of laws rules,
particularly the rules of international private law as far as they refer to the application offoreign law. If Austrian law provides for the application of special international substantive
law which also applies in Austria, e.g., the UN Convention on Contracts for the International
Sale of Goods, where cross-border elements are involved, it shall not be applied and ishereby expressly excluded. The same applies to issues of formation and/or interpretation
with regard to these General Terms and Conditions of Sale and Delivery and the contract.
16.5 For the Customer, the competent court of Wels/Austria shall have exclusive
jurisdiction to settle any disputes arising out of or in connection with these General Terms
and Conditions of Sale and Delivery. We shall have the option to sue the Customer also in
any other court which may be competent under national or international law.
16.6 Should any provision of our General Terms and Conditions of Sale and Delivery be or
become void, the validity of the contract and the remaining provisions shall not in any way
be affected. The contracting parties shall, without delay, replace the invalid provisions byprovisions meeting the economic purpose of the invalid provisions to the greatest extent
possible. The same applies to regulatory loopholes.
16.7 The headings of the provisions in these General Terms and Conditions of Sale andDelivery are for convenience only and shall not be used for interpretation.
16.8 No business development taking place between the Customer and us and no delay oromission in respect of the exercise of any right, legal redress or remedy granted to us
according to these General Terms and Conditions of Sale and Delivery shall be deemed asa waiver of such a right. Each right, relief or remedy granted to us in this document is of acumulative nature, existing on an equal footing with and separately from and in addition
to other statutory rights, reliefs and remedies.