General Conditions of Sale of
WIKA Messgerätevertrieb Ursula Wiegand GmbH & Co KG

1. Scope
1.

These General Conditions of Sale shall apply only to entrepreneurs exercising commercial
or independent professional activities and legal entities under public law. They shall apply
to any and all business relations between WIKA Messgerätevertrieb Ursula Wiegand GmbH& Co KG (hereinafter referred to as “WIKA”) and the customer, even if not mentioned insubsequent contracts. They shall apply accordingly to work performances and services. In
case of work performance, taking of the delivered products shall be replaced by acceptanceof work, and in case of services by receipt of the service.

2.

Any terms and conditions of the customer conflicting with, in addition to, or deviating fromthese General Conditions of Sale shall not form subject matter of the contract unless WIKA
consented to their applicability in writing. These General Conditions of Sale shall also apply
in case WIKA unconditionally effects delivery to the customer, having knowledge of its
conflicting, additional, or deviating terms and conditions.

3.

Any conflicting agreements between WIKA and the customer made in addition to or
deviating from these General Conditions of Sale and entered into for the purpose of
performing a contract shall be laid down in the contract in writing. This also applies to thedeletion of this requirement for written form.

4.

Rights exceeding these General Conditions of Sale that WIKA is entitled to pursuant to legal
provisions or other agreements remain unaffected.

2. Conclusion of Contract
1.

Offers quoted by WIKA are subject to change and non-binding.

2.

Illustrations, drawings, specifications as to weight, dimension, performance, andconsumption as well as any other descriptions of the products contained in the documents
pertaining to the offer shall only be approximate unless expressly specified as binding. They
constitute neither agreement nor guarantee as to the characteristics or durability of the

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

2

products unless explicitly agreed as such in writing. Expectations of the customer withrespect to the products or the use thereof do not constitute any agreement or guarantee.
3.

WIKA reserves all rights of ownership, copyrights, and any other property rights to all offer
documents, in particular illustrations, drawings, calculations, brochures, catalogues,
models, samples, and tools. Such documents must not be made available to third parties.
The customer shall return upon WIKA's request to WIKA all offer documents that are nolonger necessary in the ordinary course of business. For orders according to customer
specifications, the customer is liable for a possible violation of third-party rights or property
rights and indemnifies WIKA against such claims unless the customer has not committed abreach of duty or is not responsible for this breach of duty.

4.

Orders are not binding until they have been confirmed by WIKA within two weeks in a written
order confirmation or until WIKA performs the order, in particular by sending the products.
Any order confirmation processed by use of automatic appliances and lacking signature andname is considered a written order confirmation. Silence of WIKA as to offers, orders,requests, or other declarations of the customer is deemed consent only if there is a priorwritten agreement to that effect. To the extent the order confirmation contains obvious
errors, misspellings, or miscalculations, WIKA shall not be bound to it.

5.

If the customer's financial situation deteriorates significantly or the justified application for
opening insolvency or comparable proceedings concerning the customer's assets isrejected for lack of assets, WIKA may rescind the contract in whole or in part.

3. Scope of Service and Acceptance1.

The written order confirmation of WIKA is authoritative for the scope of delivery. Changes
to the scope of supplies and services by the customer require the written confirmation of
WIKA to be effective. The products are subject to modifications in construction and form to
the extent such modifications are customary in trade or lie within the DIN tolerances or are
insignificant and thus acceptable to the customer. This applies accordingly to the choice ofmaterials, the specification, and the construction type.

2.

Delivery in parts is permissible unless the customer cannot be reasonably be expected toaccept a delivery in parts and WIKA's interests are taken into account at the same time.

3.

WIKA reserves the right to make excess or short deliveries of up to 5% of the scope ofdelivery for technical reasons. Claims for defects shall be excluded in this case.

4.

The customer shall be obliged to formally accept the work performed by WIKA. The
customer shall not be entitled to refuse a formal acceptance because of insignificant defects.
For a formal acceptance, the customer has to sign an acceptance certificate. It shall also be

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

3

considered as formal acceptance if WIKA has set the customer a reasonable period for
acceptance after completion of the work and the customer has not refused acceptancewithin this period by indicating at least one defect or if the customer starts operating the
products or using them in any other way. WIKA shall be entitled to request acceptance ofpartial deliveries.

4. Delivery Dates and Periods
1.

Delivery dates must be agreed in writing. Delivery dates are non-binding unless specified
by WIKA as binding in advance in writing.

2.

The delivery date shall be deferred by an adequate period of time if the customer does notprovide the documents and approvals to be provided by it or grant the required releases indue time, or if not all technical matters have been completely clarified in due time, or if theagreed down-payment or, in case of an international order, the entire payment has not bereceived by WIKA in due time. All delivery dates and periods are subject to the due andtimely fulfilment of all other obligations of the customer.

3.

The delivery period is deemed to have been met if the products have left the factory before
this period has expired or if WIKA has communicated that the products are ready for
dispatch or collection. All delivery dates and periods are subject to the fact that WIKA
receives its own supplies in due form and especially in due time unless WIKA is responsible
for this situation of inadequate supplies. If WIKA has not duly and timely received its own
supplies, WIKA shall be entitled to rescind the contract. WIKA shall promptly inform thecustomer in case it exercises its right of rescission and shall return any performances madeby the customer.

4.

In case of cross-border deliveries, the customer shall furnish the competent authorities indue time with all declarations and shall take all measures required for export from Germany
and import to the country of destination, in particular procure the documentation requiredfor customs clearance and comply with the export regulations or other limitations as to themerchantability of the products. The delivery shall be subject to the reservation that
performance of the delivery is not hindered through national or international regulations,particularly regulations controlling exports as well as embargoes or other sanctions. Delays
due to export inspections or licensing procedures suspend deadlines and delivery times.

5.

In case of delay in delivery, the customer is entitled to rescind the contract after a reasonablegrace period which it has set WIKA upon commencement of the delay in delivery has expired
unsuccessfully.

6.

Should WIKA and the customer have entered into a framework contract on future deliveries
with fixed delivery periods and dates, and should the customer fail to call the products in

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

4

due time, WIKA is entitled to deliver and invoice the products after a reasonable grace period
set by WIKA has expired unsuccessfully, to rescind the contract, or to claim damages orreimbursement of expenses. The right to claim damages or reimbursement of expenses
shall not apply if the customer is not responsible for the failure to call the products in duetime.

5. Prices and Payment
1.

Unless specific agreements are made to the contrary, all prices apply ex works and are
exclusive of shipping and packaging costs, insurance, statutory taxes, customs duties, orother levies. The costs incurred in this context, in particular the costs for packaging andtransport of the products, will be invoiced separately. Statutory VAT will be shown
separately on the invoice at the statutory rate valid on the day of invoicing.

2.

Orders without expressly agreed fixed prices and with a delivery period or date of at least
two months following the conclusion of contract will be invoiced at the list prices of WIKA
valid on the day of delivery. The recording of the list price valid on the order date on theorder form or order confirmation does not constitute agreement of a fixed price. The
customer shall be entitled to rescind the contract to the extent prices are increased by morethan 5%. The customer will promptly notify WIKA upon the latter's request of whether or not
it will exercise such right of rescission. If production-related price increases occur by thedate of delivery, WIKA shall, irrespective of the offer and order confirmation, be entitled toadjust the prices accordingly.

3.

Unless a separate agreement is made to the contrary, the delivery price is payable net within
30 days following the invoice date. The day of payment is considered the day WIKA is able
to dispose of the delivery price. If the customer defaults payment, it shall pay default interestof 9 percentage points above the respective base interest rate p.a. Further claims by WIKA
remain unaffected.

4.

In case of international orders, payment shall, in derogation of Para. 3 above, take placeprior to delivery unless otherwise agreed in advance in writing.

5.

Bills of exchange and cheques will only be accepted by way of provisional performance.
This shall also apply to payment by credit card or Purchase Card. Performance is deemed
to have been effected if the respective amount has irrevocably been credited to WIKA. The
customer shall bear the costs incurred through payment by way of bill of exchange, cheque,credit card, or Purchase Card, in particular all expenses relating thereto.

6.

If an order is cancelled without justification, WIKA shall be entitled to request a cancellation
fee amounting to 10 % of the net order value. The customer is entitled to prove that WIKA

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

5

has not incurred any damage or only a considerably lower damage. Further claims by WIKA
remain unaffected.

6. Passing of Risk
1.

The risk of accidental loss and accidental deterioration shall pass to the customer as soon
as the products have been handed over to the person effecting transport or have left thewarehouse of WIKA for purposes of shipment. In case the customer collects the products,
the risk of accidental loss and accidental deterioration shall pass to the customer upon
notification of readiness for collection. Sentences 1 and 2 above shall also apply to partial
deliveries or if WIKA has assumed additional services, e.g., the transport costs or assemblyof the products at the customer's site.

2.

If the customer falls into default in accepting the products, WIKA is entitled to demandcompensation for the damage incurred including possible additional expenses unless thecustomer is not responsible for non-acceptance of the products. In particular, WIKA may
store the products at the expense of the customer as long the latter is in default of
acceptance. The costs for storing the products are fixed at a rate of 0.5% of the net invoicevalue for each commenced calendar week of default. Further claims by WIKA remain
unaffected. The customer is entitled to prove that WIKA has incurred lower or no costs atall. The same applies if the customer violates any other obligations to cooperate, unless thecustomer is not responsible therefor. The risk of accidental loss and accidental deteriorationof the products shall pass to the customer at the latest at the time the customer falls into
default of acceptance. WIKA is entitled to otherwise dispose of the products after theunsuccessful expiry of a reasonable period set by WIKA and to supply the products to thecustomer within a reasonably extended period.

3.

In case shipping is delayed due to circumstances WIKA is not responsible for, risk shallpass to the customer upon notification of shipping readiness.

4.

The delivered products must be accepted by the customer even if they have minor defects,
without this affecting its claims based on defects.

7. Warranty Claims
1.

The rights of the customer to assert claims based on defects presuppose that the customer
inspects the delivered products upon receipt, to the extent reasonable also by way of trial
processing or trial use, and notifies WIKA of any apparent defects in writing without delay,
however no later than two weeks after receipt of the products. Hidden defects must be

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

6reported to WIKA in writing promptly after their discovery. The customer must describe thedefects in writing when notifying WIKA of them. The assertion of claims based on defects
by the customer further presupposes that any and all specifications, statements andconditions shown in the technical instructions, construction manuals, operating manuals,
planning and design guidelines, and other documents pertaining to the individual products
are complied with during planning, construction, mounting, connection, installation, start-up,
operation, and maintenance of the products, in particular that maintenance works are duly
carried out and evidenced, and that recommended components are used.
2.

In case the products are defective, WIKA shall at its own choice render subsequent
performance either by removing the defect or by delivering a product free of defects. Whenrendering subsequent performance, WIKA shall be obligated to bear all expenses requiredin this respect, in particular transport, shipping, personnel, and material costs, unless such
expenses are increased due to the fact that the products were shipped to a place other thanthe delivery address. Costs for personnel and material asserted by the customer in thiscontext shall be invoiced at cost price. Replaced parts pass into the ownership of WIKA andshall be returned to it.

3.

In case WIKA is not prepared or able to render subsequent performance, the customer may,without prejudice to any claims for damages or reimbursement of expenses, at its own
choice either rescind the contract or reduce the delivery price. The same shall apply in casesubsequent performance fails, is unacceptable for the customer, or is unreasonably delayed
for reasons attributable to WIKA.

4.

The customer's right to rescind the contract is excluded if the customer is unable to return
the performance received and this is not attributable to the fact that return is impossible dueto the nature of the performance received, or WIKA is responsible for it, or the defect was
not revealed until the product was processed or modified. The right to rescind is also
excluded if WIKA is not responsible for the defect and if the customer must compensate thevalue instead of returning the performance.

5.

The assertion of claims based on defects is excluded if the defect results from natural wear
and tear in particular of wear parts or is due to improper handling, mounting, operation, or
storage, or faulty modification or repair of the products performed by the customer or third
parties. The same shall apply to defects attributable to the customer, in particular in casethe defect is based on chemical, physical, or thermic factors which are unusual and which
the customer did not point out to WIKA in writing. The same applies to defects resulting froma technical cause other than the original defect.

6.

Claims of the customer for reimbursement of expenses instead of claims for damages inlieu of performance are excluded unless a reasonable third party would also have incurred
such expenses.

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

7

7.

WIKA does not assume any warranty, in particular no warranty of quality or durability, unlessotherwise agreed in writing.

8.

The limitation period for claims based on defects asserted by the customer shall amount to
one year unless a consumer goods purchase (end customer is a consumer) takes place atthe end of the supply chain. To the extent the defective products were used for a building inaccordance with their intended use and have caused its defectiveness, or to the extent thedefect is building-related, the limitation period shall amount to five years. The limitation
period of one year shall also apply to claims in tort based on a defect of the products. The
limitation period begins when the products are delivered. The limitation period of one year
shall not apply to the unlimited liability of WIKA for damages resulting from a breach of aguarantee or from harm to life, physical injury, or harm to health, for intent and grossnegligence, and for product defects, or to the extent WIKA has assumed a procurement risk.
A comment of WIKA on a claim based on defects asserted by the customer shall notconstitute an opening of negotiations on such claim or on the facts giving rise to the claim,
provided that WIKA rejects the claim based on defects to the full extent.

8. Liability of WIKA
1.

WIKA is liable, without limitation, for damages resulting from a breach of warranty or from aviolation of life, body or health. The same applies to intent and gross negligence, or to theextent WIKA has assumed a procurement risk. In the case of slight negligence, WIKA isonly liable if substantial obligations are violated which result from the nature of the contract
or which are of special significance for achieving the purpose of the contract. In the case of
violation of such obligations, delay or impossibility, WIKA's liability is restricted to suchdamage as can be typically expected to result from the scope of this contract. Mandatory
statutory liability for product defects remains unaffected.2. In as far as WIKA's liability is
excluded or limited, this also applies to the personal liability of the staff, workers, employees,
representatives and agents of WIKA.

9. Product Liability
1.

The customer will not modify the products; in particular, it will not modify or remove existing
warnings about risks due to improper handling of the products. In case of breach of thisundertaking, the customer shall internally indemnify WIKA from and against any and all
product liability claims asserted by third parties unless the customer is not responsible forthe modification of the products.

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

8

2.

In the event WIKA is caused to call back or send a warning notice due to a defect in the
products, the customer shall use its best efforts to support WIKA and take part in all
reasonable measures that WIKA deems reasonable and appropriate; the customer shall inparticular assist WIKA in obtaining the necessary customer data. The customer shall bear
the costs for the product recall or warning notice unless it is not responsible for the defectin the products and the loss occurred according to the principles of product liability laws.
Further claims by WIKA remain unaffected.

3.

The customer will promptly inform WIKA in writing about any and all risks in connection withthe use of the products and any possible defects in the products that become known to it.

10. Force Majeure
1.

If WIKA is hindered in the fulfilment of its contractual obligations, in particular the delivery of
products, due to force majeure, WIKA will be exempted from liability for the duration of thehindrance as well as for a reasonable start-up time afterwards, without being obliged to pay
compensation to the customer. The same shall apply if the fulfilment of the obligations of
WIKA is unreasonably impeded or temporarily impossible due to unforeseeable
circumstances beyond the control of WIKA, in particular due to strike, pandemic, epidemic,
measures of public authorities, lack of energy, difficulties in supply on the part of a subcontractor, or material interruptions of operation, including, in particular cyber attacks. This
also applies if such circumstances occur at one of WIKA's sub-contractors. It shall equally
apply in case WIKA is in default. To the extent WIKA is released from its obligation to supply,
WIKA will grant back preliminary performances of the customer as may have been made.

2.

WIKA shall be entitled to rescind the contract after a reasonable period has elapsed if such
hindrance continues for more than four months and the performance of the contract is nolonger of interest to WIKA due to such hindrance. Upon the customer's request, WIKA willafter expiration of such period declare whether it will exercise its right of rescission or will
deliver the products within a reasonable period.

11. Retention of Title
1.

WIKA retains title to the delivered products until the purchase price and any and all claims
against the customer that WIKA is entitled to under their business relationship have been
fully settled. For the duration of the retention of title, the customer shall handle the products
subject to retention with care. The customer shall in particular sufficiently insure the products
subject to retention at its own expense at replacement value against fire, water, and theftdamage. The customer shall provide WIKA upon the latter's request with proof of the

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

9

insurance policy. The customer already assigns to WIKA any claims for compensation
resulting from this insurance. WIKA herewith accepts this assignment. If the insurance
agreement does not allow for such assignment, the customer herewith instructs theinsurance company to make payments to WIKA exclusively. Further claims by WIKA remain
unaffected.
2.

The customer is only permitted to sell the products subject to retention of title in the ordinary
course of business. Beyond that, the customer shall not be entitled to pledge the products
subject to retention, to transfer them by way of security or to otherwise dispose of them in a
way endangering WIKA's title of property. The customer shall promptly notify WIKA in writingof any attachment or any other intervention by a third party, provide all information required,inform the third party of the title of WIKA, and assist in all measures of WIKA in order toprotect the products subject to retention. To the extent the third party is not able to reimburse
WIKA the judicial and extrajudicial costs for enforcing WIKA's title of property, the customer
shall reimburse WIKA the loss sustained by WIKA in this connection unless the customer is
not responsible for the breach of duty.

3.

The customer assigns to WIKA, with effect as from today, all claims in connection with theresale of the products with any and all ancillary rights, irrespective of whether the products
subject to retention were resold prior or after processing. WIKA accepts such assignment
with effect as from today. If such assignment is not permissible, the customer herewith
instructs the third party debtor to make payments to WIKA exclusively. The customer shallbe revocably authorized to collect the claims assigned to WIKA in trust for WIKA in thecustomer's own name. The amounts collected shall be transferred to WIKA immediately.
WIKA may revoke the customer's authorization for collection and resale for good cause, inparticular if the customer fails to duly meet its payment obligations vis-à-vis WIKA, defaults
or ceases payment, or if the customer files for the opening of insolvency proceedings orsimilar debt settlement proceedings against its own assets, or if the justified request for the
opening of insolvency or similar debt settlement proceedings against the customer's assets
filed by a third party is denied for lack of assets. In case of a blanket assignment by thecustomer, the claims assigned to WIKA shall expressly be exempted.

4.

Upon request of WIKA, the customer shall promptly notify the third party debtor of theassignment and provide WIKA with any information and document necessary for collection.

5.

In case the customer conducts itself contrary to the terms of the contract, in particular incase it defaults in payment, WIKA shall, without prejudice to its other rights, be entitled torescind the contract after a reasonable grace period set by WIKA has expired. The customer
shall promptly grant WIKA or its authorized agents access to the products subject toretention and return them. After due and timely notice, WIKA may otherwise dispose of the
products subject to retention in order to satisfy its matured claims against the customer.

6.

The processing or remodelling of the products subject to retention by the customer shallalways be made for WIKA. The customer's expectant right to the products subject to

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

10retention shall also apply to the processed or remodelled item. Should the products beprocessed or remodelled together with other objects not belonging to WIKA, WIKA shallgain joint title in the new item in the proportion of the value of the delivered products to theother processed objects at the time of such processing or remodelling. The same applies if
the products are combined or mixed with other goods not belonging WIKA, so that WIKA
loses their full ownership. The customer must secure the new objects for WIKA. In all otherregards, the item created through processing or remodelling and connection or mixing issubject to the same provisions as the products subject to retention.
7.

As far as the realizable value of the securities, taking into account usual valuation
adjustments by the banks, exceeds the claims of WIKA arising from the business
relationship with the customer by more than 10%, WIKA shall at the customer's request be
obligated to release the securities the customer is entitled to. The valuation should be basedon the invoice value of the products subject to retention and on the nominal value of theclaims. The choice of the security to be released lies with WIKA in each case.

8.

In case of delivery to other legal systems in which the above provisions of retention of title
do not have the same retaining effect as in the Federal Republic of Germany, the customer
hereby grants WIKA a corresponding security interest. The customer will take all further
measures that are necessary in this respect to grant WIKA such corresponding security
interest. The customer shall assist in all measures necessary for or conducive to theeffectiveness and enforceability of such security interests.

12. Confidentiality
1.

The parties undertake to keep confidential for a period of five years following delivery and –unless necessary for the business relationship – neither to record, hand on, or use any
information that becomes available to them and that is indicated confidential or is in othercircumstances identifiable as business or trade secret.

2.

This confidentiality obligation shall not apply to the extent the information was evidently
known to the other Party, common knowledge or public domain before commencing thecontractual relationship, or becomes common knowledge or public domain without the faultof the other Party. The burden of proof is to be borne by the receiving party.

3.

By appropriate binding agreements, the parties will ensure that the employees and agentsacting on their behalf, in particular the freelancers and contractors as well as any service
providers working for them, neither record without authorization nor hand on nor exploit suchbusiness and trade secrets for a period of five years following delivery.

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

11

13. Export Restrictions
1.

The customer shall not, at any time,• sell, and/or• export and/or• re-export,
directly or indirectly, to the Russian Federation and/or to territories occupied by RussianFederation and/or for use in the Russian Federation and/or to territories occupied by
Russian Federation any products supplied under or in connection with this Agreement.

2.

The customer shall undertake its best efforts to ensure that the purpose of paragraph 1. is
not frustrated by any third parties further down the commercial chain, including by possible
resellers.

3.

The customer shall set up and maintain an adequate monitoring mechanism to detect
conduct by any third parties further down the commercial chain, including by possible
resellers, that would frustrate the purpose of paragraph 1.

4.

Any violation of paragraphs 1, 2 or 3 shall constitute a material breach of an essential
element of this Agreement, and WIKA shall be entitled to seek appropriate remedies,including, but not limited to:i.

termination of this Agreement; and/orii.
a penalty of 10 % of the total value of this Agreement or price of the products
exported, whichever is higher.
5.

The customer shall immediately inform WIKA about any problems in applying paragraphs
1., 2. or 3., including any relevant activities by third parties that could frustrate the purposeof paragraph 1.. The customer shall make available to WIKA information concerningcompliance with the obligations under paragraph 1., 2. and 3. within two weeks of the simple
request of such information.

14. Final Provisions
1.

The transfer of rights and obligations of the customer to third parties requires the prior writtenconsent of WIKA.

2.

Counterclaims by the customer are only permissible for set-off if they have become res
judicata or are undisputed. The customer may exercise a right of retention only to the extent
its counterclaim is based on the same contractual relationship.

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023

12

3.

Legal relationships between WIKA and the customer will be subject to the laws of the
Republic of Austria and exclude the United Nations' Convention on Contracts for theInternational Sale of Goods (CISG).

4.

If the customer is a merchant within the meaning of the Austrian Business Code, a legal
entity under public law or a public special fund, the exclusive place of jurisdiction for all
disputes resulting from the business relationship between WIKA and the customer is theplace of business of WIKA. WIKA is also entitled to take legal action at the place of businessof the customer as well as at any other admissible place of jurisdiction. Arbitration clauses
shall be excluded.

5.

Place of performance for all obligations of the customer and WIKA shall be the statutory
seat of WIKA unless otherwise agreed.

6.

The contractual language is German or English.

7.

Should an individual provision of these General Conditions of Sale be or become ineffective
or unenforceable in whole or in part, or should these General Conditions of Sale contain aregulatory gap, the validity of the remaining provisions shall not be affected thereby. Insteadof the ineffective or unenforceable provision, the effective or executable provision whichcomes closest to the purpose intended by the ineffective and unenforceable provision shallbe regarded as agreed upon. In case of a regulatory gap, the provision shall be deemed tobe agreed which corresponds to the provision that would have been agreed in terms of theobject of these General Conditions of Sale if the parties had considered the matter at theoutset.

WIKA Messgerätevertrieb Ursula WiegandGmbH & Co. KG
Perfektastraße 73
1230 Wien
Austria

Tel. +43 1 869 16 31
info@wika.at
www.wika.at

Kommanditgesellschaft: WIKA GmbH
Sitz Trennfurt,
Amtsgericht Aschaffenburg HRB 8178

Komplementärin:WIKA Messgerätevertrieb Ursula Wiegand GmbH,
Sitz in Wien, Amtsgericht Wien FN85251w

Document Number: 14609260 / Vers. 1.3 / Valid since: 16.02.2023