GTC

GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT

GTC

REMA Tip Top Industry GmbH
Hobelweg 2
4055 Pucking/Austria
VAT-Id.No.: ATU74139112
BG Traun - FN 507670z
(In the following contractor)

§1 General Terms and Conditions of Sale, Delivery and Payment

General principles / scope of application

1. These General Terms and Conditions of Sale, Delivery and Payment shall apply exclusively to all legal transactions between the Customer and the Contractor. The version valid at the time of the conclusion of the contract shall be authoritative in each case.

2. These General Terms and Conditions shall also apply to all future contractual relationships, thus even if no express reference is made thereto in the case of additional contracts.

3.Any conflicting General Terms and Conditions of the Customer shall be invalid unless expressly accepted by the Contractor in writing.

4.In the event that individual provisions of these General Terms and Conditions should be and/or become invalid, this shall not affect the validity of the remaining provisions and the contracts concluded on the basis thereof. The invalid provision shall be replaced by a valid provision that comes as close as possible to its meaning and economic purpose.

§ 2 Terms and Conditions of Quotation and Payment, Prices, Limitation of Assignment/Compensation

1. We shall be bound by an offer for the delivery of goods, the production of a work or the rendering of a service for 14 days after its submission, unless a different binding period has been stipulated in writing in each case.

2. The submission of any offer shall be subject to the proviso that we ourselves are supplied in due time, unless we are responsible for the non-delivery, in particular we have concluded a congruent hedging transaction with our supplier in due time.

3.Unless otherwise stated in the order confirmation, the prices shall be EX Works (INCOTERMS 2010) excluding transport packaging, which shall be invoiced separately Place of performance for contractual claims is Pucking, unless otherwise agreed in writing. The place of subsequent performance shall be determined for purchase contracts according to § 6 II. 6, for contracts for work and services according to § 7 IV. 5.

4. the statutory value added tax is not included in the prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing. If more than 4 months elapse between the conclusion of the contract and the agreed delivery of the goods/performance of the contractual services, the applicable price shall be the list price valid on the day of delivery/performance. If the valid price determined in this way is more than 5% higher than the originally agreed price, the customer shall be entitled to withdraw from the contract. It is to be exercised by written declaration to us.

5. The purchase price or the invoice amount and prices for ancillary services shall be due for payment upon handover of the object of purchase or acceptance of the work and handover or sending of the invoice. Deliveries are always made against advance payment.

6. the customer receives on request at our discretion for regular purchases a customer number, which leads without prejudice to a different agreement to a delivery with a payment term of 14 days without deduction from the date of invoice. Service and repair invoices as well as invoices for other services such as spare parts for machines and equipment as well as material usage are due immediately.

7. If the customer is in default of payment or if he suffers a significant deterioration of his assets, our entire credit balance shall become due immediately, even if it concerns claims from other deliveries. The following shall apply to transactions between entrepreneurs or entrepreneurs and legal persons under public law, such as federal, state and local authorities: The statutory default interest rate is 9.2 percentage points above the prime rate. The base interest rate applicable on the first calendar day of a half-year shall be decisive for the respective half-year. The current base interest rate can be found on the website of the Austrian National Bank at www.oenb.at. For each reminder that does not constitute a default, a lump-sum reminder fee of 30 euros shall be agreed.

8. The customer can only offset against our claims from sales contracts if his counterclaim is recognized or a legally binding title exists. In the case of contracts for work and services, the customer may furthermore offset if his counterclaim relates to costs of remedying defects and/or additional costs of completion arising from the respective contract for work and services. The customer may only assert a right of retention if it is based on claims arising from the purchase contract or contract for work and services.

9. the customer is not entitled to assign claims existing against us.

§ 3 Delivery

1. Delivery dates and delivery periods, which may be agreed upon as binding or non-binding, shall be stated in writing. Delivery periods shall commence upon conclusion of the contract.

2. If we are prevented from delivering the delivery item on the agreed date or within the agreed period or from meeting a completion date promised in writing due to circumstances for which we are responsible, we shall be liable in accordance with the statutory provisions.

3. Force majeure and events which temporarily prevent us, through no fault of our own, from delivering the delivery item or providing the service on the agreed date or within the agreed period shall entitle us to postpone the delivery or service for the duration of the hindrance plus a reasonable start-up period. If the delivery time is extended or if we are released from our obligation, the customer cannot derive any claims for damages from this. If corresponding disruptions lead to a postponement of performance of more than four months, the customer may withdraw from the contract. Other rights of withdrawal shall remain unaffected. 4.

4. The customer is obliged to accept the delivery or service. If the customer is in default of acceptance, we shall be entitled to demand compensation for the damage incurred by us as a result.

5. We reserve the right to make changes to the design or shape, deviations in color and changes to the scope of delivery on the part of the manufacturer during the delivery period, provided that the changes or deviations are reasonable for the customer, taking our interests into account. Insofar as we or the manufacturer use signs or numbers to designate the order or the ordered delivery or service, no rights can be derived from this alone with regard to the specification of the delivery item or the scope of delivery.

6. We shall be entitled to make reasonable partial deliveries or partial performance at any time.

§ 4 Installation by qualified personnel

The customer is obliged to have the installation of the purchased items carried out by qualified personnel.

§ 5 Site-specific hazards in the area of occupational health and safety

The Client is obliged to instruct the Contractor's personnel with regard to site-specific hazards in the area of safety and health protection at the Client's workplace, to define and implement measures and to document this.

§ 6 Cost estimates, technical documents, samples

1. Offers, cost estimates, drawings, illustrations, dimensions, weights or other performance data are subject to change and are only binding if this is expressly agreed in writing. Property rights and copyrights to cost estimates, illustrations, drawings or other documents shall remain reserved. They may only be passed on to third parties with our written consent.

2. Advice on technical applications, both verbal and in writing, shall be regarded only as non-binding advice and shall not release the customer from its own obligation to examine the product in the light of its intended use.

3. If the contract with the customer, which is the subject of the plans, drafts, drawings and/or calculations, is not concluded within the offer period, the customer is obliged to return the relevant documents immediately at his own expense and to destroy or delete copies of the relevant documents made by him and/or files made for this purpose at his own expense.

4. Tools, samples and other devices made on the occasion of the execution of the contract shall remain our property, unless the customer has paid a fee for them separately agreed in writing in the contract.

§ 7 Regulations for purchase contracts

I. Transfer of risk for purchase contracts

1. The risk of accidental loss and accidental deterioration of the item shall pass to the customer upon handover of the item.

2. The risk shall pass to the customer when the item is handed over to the person carrying out the transport or when the goods have left our warehouse for the purpose of shipment.

II. Warranty for Material Defects in Sales Contracts, Place of Subsequent Performance

1. The customer shall inspect both the quantity and the external appearance of the delivered products within 14 days of receipt of a delivery and notify us in writing of any quantity errors and externally visible defects. If he fails to give such immediate notice, the delivery shall be deemed to have been accepted.

2. The period of limitation for material defects is 1 year for newly manufactured items with the exception of those whose durability/usability is marked as shorter. The sale of used items shall be made to the exclusion of any liability for material defects and defects of title, unless the defect was fraudulently concealed or a guarantee for the condition of the item was assumed.

3. The customer's claims for remedy of defects are primarily limited to a claim for subsequent performance, i.e. a claim for repair or replacement. We have the right to choose between rectification or replacement delivery. If the rectification or replacement delivery fails, the customer may demand a reduction in price or withdraw from the contract. The rectification of defects shall be deemed to have failed if and to the extent that a reasonable period of time set for us to rectify the defect has expired without result.

4. The customer must assert claims for rectification of defects with us in writing.
5. In the event of a defect based on faulty assembly instructions, liability for material defects shall only exist if the assembly or installation of the item sold has been carried out by a competent person. The customer must demonstrate and prove that the work was carried out competently.

6. Place of the supplementary performance for all warranty claims of the customer is for purchase contracts primarily the original place of performance Pucking, unless otherwise agreed in writing. If, exceptionally, this represents a considerable inconvenience for the customer, the place of subsequent performance shall be the customer's delivery address deposited with us at the time of conclusion of the contract.

7. With regard to liability for damages, the limitation of liability pursuant to § 8 shall apply

III. Entrepreneur recourse in case of sale to commercial resellers

1. If the customer has resold the sold item to a consumer within the scope of his commercial operation and had to take back this item or reduce the purchase price as a result of its defectiveness, he may assert material defect liability claims against us.

2. The customer may also demand reimbursement of the expenses which he had to bear in relation to the consumer if the defect claimed by the consumer was already present at the time of the transfer of risk to the customer and the expenses incurred are to be regarded as reasonable in a third-party comparison. 3. the customer shall be entitled to claim compensation from us for defects in quality within the scope of this provision.

3. The customer has no claim for damages against us within the scope of this entrepreneur recourse.

IV Cancellation of orders

1. In case of cancellation of orders whose goods are already packed ready for shipment, we reserve the right to charge a flat-rate compensation in the amount of 20% of the value of the goods concerned.

2. In case of cancellation of orders for custom-made products, whose goods are already packed ready for shipment, we reserve the right to charge compensation in the amount of 100%.

§ 8 Special rules for contracts for work and services

I. Right of termination

1. If the work contract has an initial term of more than 2 years, the customer shall have the unrestricted right to terminate the work contract at any time prior to completion of the work. In the event of an initial term of 2 years or less, the Customer's right to terminate for cause shall be limited.

2. If the customer has such a right of termination, the remuneration owed to us shall amount to a lump sum of 10 % of the original order sum, plus value added tax, if applicable, taking into account all expenses saved by us. The customer shall be free to prove that the amount owed to us is significantly lower than 10% of the original order amount. We are free to prove that the amount owed to us is higher than 10 % of the original order sum.

II. No maximum personality

The customer authorizes us to subcontract the execution of the corresponding work contracts.

III. Liens

1. We shall be entitled to a contractual lien on the items that have come into our possession on the basis of the order on account of our claim arising from the order.

2. The contractual lien can also be asserted on account of claims from work carried out earlier and other services, insofar as they are connected with the subject matter of the order. For other claims arising from the business relationship, the contractual lien shall only apply insofar as these are undisputed or a legally binding title exists and the object of the order belongs to the customer.

IV. Warranty claims

1. In the case of the construction of buildings and/or the provision of planning or monitoring services, the statutory limitation period shall apply. Otherwise, claims of the customer due to material defects shall become statute-barred one year after acceptance of the object of performance. If the customer accepts the object of the order despite knowledge of a defect, he shall only be entitled to claims for material defects if he reserves the right to do so upon acceptance. 2.

2. The acceptance of the object of performance by the customer shall take place at our premises unless otherwise agreed in writing.

3. If the subject matter of the order is the delivery of movable goods to be manufactured or produced and if the customer is a legal entity under public law, a special fund under public law or an entrepreneur who is acting in the exercise of his commercial or self-employed professional activity when concluding the contract, claims of the customer based on material defects shall become time-barred one year after delivery; § 6 II No. 2 Sentence 1 shall apply analogously.

4. If the materials supplied by the customer (in particular conditions of use, operation and process conditions, recipes, specifications as well as other circumstances and parameters relevant for the service to be rendered) cause a defect, our liability shall be excluded.

5. In the case of contracts for work and services, the place of subsequent performance for all warranty claims of the customer shall be the contractually agreed place of performance of the work and services. Unless otherwise agreed, the place of performance of the work and services shall be the customer's delivery address.

6. In all other respects the provisions of our General Terms and Conditions of Business (§ 6 II. 3, 4 and 7) shall apply mutatis mutandis, in particular the limitation of liability for damages pursuant to § 6 II. 7, § 8 .

§ 9 Liability

We shall be liable for damages in accordance with the statutory provisions insofar as the customer

a) Asserts claims for damages which are based on a separate contractual guarantee of quality or the Product Liability Act;

b) Claims for damages based on malice, intent or gross negligence, including malice, intent or gross negligence of our representatives or vicarious agents. In the case of gross negligence, however, liability shall be limited to the foreseeable, typically occurring damage;

c) Asserts claims for damages which involve injury to life, limb and/or health; and/or

d) Asserts claims for damages or other claims relating to the violation of our essential contractual obligations, the so-called cardinal obligations. Cardinal obligations are such obligations which the contract has to grant to the customer according to its meaning and purpose or the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the contractual partner regularly relies and may rely. Except in cases a) - d), liability for damages is excluded.
Data protection-related bases for claims are not covered by this liability provision

§ 10 Industrial property rights, domains, e-mails

1. The customer is not granted any rights to pre-existing industrial property rights by the conclusion of a purchase contract and the corresponding delivery of goods. In particular, the customer shall neither directly nor impliedly receive any kind of license, especially not the license to include a trademark of ours in its business papers. 2.

2. In the case of a contract for work and services, we shall grant the customer the non-transferable, spatially and temporally unrestricted right of use to all copyrighted work results for the purpose of using the subject matter of the contract for work and services, concurrently with full payment of the remuneration for the work and services, otherwise free of charge. Insofar as third parties are entrusted with work, we shall have the third party contractually grant us the right of use.

3. The customer may not register domains either in Germany or abroad that contain expressions protected by our trademark rights or company names . If, contrary to this provision, the customer nevertheless registers such domains, he hereby irrevocably agrees either to their transfer to us free of charge or to their deletion, at our discretion. This applies mutatis mutandis to addresses for receiving electronic mail or for appearances within the framework of social networks.

4. The customer may not remove, disfigure or otherwise conceal any references to industrial property rights of us or third parties on the delivered product or its packaging. The customer may also not add any corresponding references, stickers or similar without the consent of the respective rights owner or repackage the goods.

5. Any use of our industrial property rights and/or domains requires our prior written consent.

§ 11 Return of goods/restocking fee

1. If we voluntarily take back goods from the customer, the following applies: Only goods in proper, saleable condition, which are not custom-made or special orders, are eligible for return. Against return of the goods, the customer will receive a credit note in the amount of the value of the goods, less a restocking fee, in the case of goods subject to a shelf life, in the amount of the current value. We are entitled to offset credit amounts without limitation.

2. The restocking fee shall amount to a flat rate of 10% of the value of the returned goods per item, unless a different value is agreed upon on the occasion of the return.

§ 12 Retention of title, insurance obligation

1. The delivery item shall remain our property until settlement of the claims to which we are entitled on the basis of the purchase contract or contract for work and services. If the customer is a merchant, we retain title to all delivery items until receipt of all payments arising from the business relationship. 2.

2. In case of breach of contract by the customer, in particular in case of default of payment, we are entitled to withdraw from the contract and to demand the return of the goods subject to retention of title. The customer shall be obliged to surrender the goods. After taking back the delivery item, we shall be entitled to realize it. The customer is obliged to compensate us for the difference between the purchase price and the proceeds of the sale. We reserve the right to assert further claims against the customer.

3. The customer shall be entitled to resell the delivery items in the ordinary course of business; however, he hereby assigns to us all claims in the amount of the final invoice amount of the claim owed by him (including value-added tax), which accrue to him from the resale against his customers or third parties, irrespective of whether the delivery items have been resold without or after processing. The customer shall remain authorized to collect these claims even after the assignment. Our authority to collect the claims ourselves shall remain unaffected. We undertake not to collect the claims ourselves as long as the customer meets his payment obligations in accordance with the contract and no application for the opening of insolvency proceedings has been filed. If one of the latter circumstances has occurred, the customer shall, at our request, provide us with all information necessary for the collection of the assigned claim and hand over the relevant documents as well as notify the debtors (third parties) concerned of the assignment. 4.

4. The processing or transformation of the goods by the customer shall always be carried out on our behalf. If the delivery items are processed with other items not belonging to us, we shall acquire co-ownership of the item in the ratio of the value of the delivery items to the other processed items at the time of processing.

5. If the delivery items are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the delivery item to the other mixed items. The customer shall keep the co-ownership for us.

6. The customer may neither pledge the delivery items nor assign them as security. If such a transfer by way of security already arises upon delivery of the goods (e.g. due to the transfer by way of security of an entire stock of goods) or in the event of seizure or confiscation or other dispositions by third parties, the customer shall immediately notify us thereof and provide us with all information and documents required to protect our rights. Enforcement officers or a third party are to be informed of our ownership. Conclusions of financing contracts which include the transfer of our reserved goods (e.g. sale and lease-back contracts) require our prior written consent, unless the contract irrevocably obligates the financing institution to pay the purchase price directly to us.

7. In the event that the value of our securities exceeds the claims to be secured by more than 20%, we shall be obliged to release the securities to which we are entitled at the customer's request. The selection of the securities to be released shall be incumbent upon us. 8. The customer shall insure the reserved goods at least in the amount of the purchase price against all customary risks of loss with an insurance company domiciled in Germany, store them separately, handle them with care and mark them upon our request. Claims against the insurance company arising from a case of loss are already now assigned to us in the amount of the value of the reserved goods. We accept this assignment. Upon our request, the customer shall furthermore provide us with German-language copies of the insurance contract or a German-language insurance confirmation.

§ 13 Data protection

We store, process and use personal data of the client for the proper fulfillment of the order and for our own purposes. We also use automatic data processing systems for this purpose.

In order to meet the data security requirements, we have taken technical and organizational measures to ensure the security of the data files and data processing procedures with regard to Art. 24 DSGVO and Art. 32 DSGVO. The employees involved in processing are committed to data protection and are required to strictly comply with all data protection regulations.

Any processing of personal data is subject to the privacy policy. Our data protection declaration can be found on our website at: www.tiptop-industrie.at.
Each customer as data controller is furthermore independently responsible for compliance with the respective data protection legislation valid in his country.

§ 14 Final provisions

1. The place of jurisdiction for all disputes arising from the contractual relationship shall be Linz if the customer is a merchant, a legal entity under public law or a special fund under public law. We are also entitled to take legal action at the customer's principal place of business if the customer is a merchant.

2. German law shall apply exclusively, to the exclusion of the laws on the international sale of movable goods (in particular the UN Convention on Contracts for the International Sale of Goods) and private international law, even if the customer has its registered office abroad. German is agreed as the contractual language between the parties for the entire duration of their contractual relations.

3. We are generally not willing and obligated to participate in dispute resolution proceedings before a consumer arbitration board.

4. Should individual provisions of the contract with the customer, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision whose economic success comes as close as possible to that of the invalid provision.

Status: August 2022