General Terms and Conditions of Sale and Delivery

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I.

 Scope of application

1.

The scope of application of these general terms and conditions of sale and delivery cover all bids, legal transactions and other performances of the seller. In the course of ongoing business relationships, these general terms and conditions of sale and delivery apply to future performances even if they are not explicitly agreed in each case. Deviating agreements must be rendered in writing to attain validity. The applicability of any (general) business terms and conditions of the buyer is hereby denied; they do not obligate the seller even if the seller does not deny their applicability again on entering into a contract.

2.

All bids and cost estimates and all specifications in brochures, advertisements or on the website of the seller are given without engagement and are non-binding in nature. They are meant solely as requests to submit an offer; no guarantee is given for the correctness of cost estimates.

II.

Prices

1.

Prices from the seller are net prices (in euros) from the delivering factory/registered office of the seller without packaging, discount and without value added tax plus any price increases owing to an increase in initial cost (material prices, wages, general overhead costs, etc.) occurring between the placement of the order and delivery.

III.

Payment conditions, reservation of title

1.

One third of the price is due (as a down payment) when the contract is made and entered into; the remainder is due at the latest upon delivery. All payments must be rendered in cash, free of charge and without any deduction. Checks and bills of exchange are accepted only by special agreement and only as payment, not in lieu of payment.

The buyer shall bear all incidental costs arising from this contract, such as shipping expenses, financing expenses, cost of putting a lien in the Land Registry against the purchase price owed, fees, interest and the like.

2.

An offsetting of the buyer’s receivables against the seller’s receivables is precluded. Further, the buyer is not entitled to withhold payments on the grounds of warranty claims or other claims not acknowledged by the seller. The buyer’s payments are first offset against repair costs, then against receivables for spare parts, then against interest and other incidental fees and only after all those are covered, against goods subject to retention of title.

3.

If after the contract is entered into, circumstances become known that give rise to well-founded doubts about the buyer’s ability or willingness to pay and if the buyer fails to comply with a request for advance payment or the furnishing of appropriate security (as stipulated by the seller), the seller is entitled to its choice of either withholding performances or withdrawing fully or partially from the contract without assuming any follow-up costs whatsoever.

4.

In case of late payment and/or violation of any other contractual provision by the buyer, an acceleration clause is agreed to. Above and beyond that, the seller is entailed to withdraw immediately from the contract. In the case of default, the legal rates for interest on arrears are agreed. The seller’s right to assert damages above and beyond that remains unaffected.

5.

The object being purchased and its parts remain solely the seller’s property until the buyer fully satisfies all its (payment) obligations connected to the given legal transaction (retention of title), even if the individual parts are already paid for. As long as the retention of title is in force, the object being purchased is not allowed to be sold, given in pledge, transferred by way of security, leased out or otherwise relinquished without written consent from the seller. If the buyer fails to satisfy its payment obligations in part or as a whole, if excess debt is outstanding or payment is suspended or if a petition is pending for composition or bankruptcy proceedings against the buyer’s assets, the seller is entitled but not obligated to take back the object being purchased and to assert immediately any further rights arising from the retention of title.

6.

The seller is entitled to keep the type-approval certificate (Typenschein) until such time as the buyer has fully met all its obligations connected with the given legal transaction.

7.

If claims are asserted by third parties against the seller’s retention of title, the buyer must notify the seller thereof immediately by registered letter and reasonably defend the seller’s retention of title at its own expense.

8.

While the retention of title is in force, the object being purchased must be insured by the buyer at the seller’s request at its original price against all risks including fire. The transfer of the insurance policies must be restricted to the seller.

9.

10.

While the retention of title is in force, the buyer is obligated to keep the object being purchased in proper condition and to have any needed repairs, except in the case of emergency, carried out at the seller's repair workshops or in a workshop recognized by the seller.

Any used material arising from repairs and bodywork becomes the property of the seller without requiring special notification of the buyer.

IV.

Delivery

1.

The seller’s delivery deadlines are always non-binding.

2.

The delivery periods do not begin until the agreed down payment is rendered in full.

3.

If a change is agreed in the given order, the seller is entitled to set a new delivery deadline unilaterally.

4.

The seller reserves the right to make design and form changes during the delivery period.

5.

The buyer is precluded from asserting claims due to non performance or default unless the seller is to blame for having caused these circumstances willfully or by gross negligence.

V.

Performance

1.

The seller’s deliveries and services are performed:

a)

Ex works:

Upon submitting notification of a readiness to ship the goods. The buyer must take over the object being purchased immediately after being notified of this readiness to ship.

b)

In the case of agreed place of performance/shipment:

Upon leaving the delivering factory.

2.

Upon this performance, risk and dangers pass to the buyer, also in the event of accidental destruction. If the delivering factory sets a pick-up deadline and the buyer exceeds that deadline, a fee can be charged for storage.

VI.

Warranty and liability

1.

Unless deviating provisions are provided below, the legal warranty and liability provisions apply.

Warranted characteristics as defined in § 922 (1) Civil Code are only characteristics expressly designated and warranted by the seller. Product descriptions, brochures and information from the seller (or a third manufacturer) etc. are not deemed warranted characteristics.

In the case of repair work, a warranty exists only for replaced parts and only in the scope of the warranty of the manufacturer or supplier of such parts. No warranty is granted for wearing (parts) and used vehicles.

The warranty period is set at one year. For new motor vehicles, a warranty exists only as stipulated in the provisions below and only for freedom from defects in keeping with the state of the art:

a)

New single-track motor vehicles that have been driven up to 6,000 km at most;

b)

New dual-track motor vehicles that have been driven up to 10,000 km at most;

c)

New utility vehicles (trucks, buses and tractors) that have been driven up to 20,000 km at most.

2.

The warranty period does not begin until the contract has been performed. The warranty becomes null and void if the buyer subsequently sells the purchased object, if the purchased object is changed by a third party or changed as a result of parts produced by others being installed in it, if the buyer does not follow the regulations on vehicle handling (operating instructions) (in particular if the total admissible weight, axle pressure, payloads or chassis carrying capacity are exceeded or required inspections are not carried out).

3.

The seller is not liable for parts he has not produced himself but is willing to assign to the buyer defect claims against the manufacturer to which the seller is entitled.

3.

The seller must be notified in writing of warranty claims within 14 days of the defect becoming known, indicating the type and scope of the defect (notification of defects); otherwise the claim is forfeited. The application of §§ 924, 933b Civil Code is precluded. The party taking over the object must prove that a defect exists at the time of the handover.  

4.

There is no claim to a rescission of sale or a lowering of the purchase price. The seller is free to satisfy a warranty obligation by means of improvement or substitution/replacement. The buyer must grant the time and opportunity needed for this improvement or replacement to a reasonable extent. If the buyer fails to do so or reduces this time or opportunity to an unreasonable extent, the seller is exempted from warranty. In all cases, only parts are replaced. The buyer must cover the wages and costs incurred for part installation and removal.

VII.

Compensation for damage

1.

Damage claims are precluded in cases of ordinary negligence. The existence of gross negligence must be proven by the damaged party. All damage claims become statute-barred in each case from knowledge of the damage and damaging party within one year after expiration of the warranty period.

2.

Other damage claims of the buyer of whatever kind are precluded with the exception of gross negligence on the part of the seller.

3.

If the buyer of the purchased object is, in turn, a seller, its right of recourse in accordance with § 12 Austrian Product Liability Act (Produkthaftungsgesetz) is expressly precluded.

VIII.

Avoidance on account of mistake

Buyer and seller mutually forfeit the right to contest legal transactions on account of mistake as defined in § 871 Austrian Civil Code.

IX.

Saving clause

Should provisions of these general terms and conditions of delivery and sale be/become ineffective in part or as a whole, all other provisions of these general terms and conditions of delivery and sale shall remain effective. The ineffective provision shall be replaced by another one that resembles as closely as possible the content and purpose of the ineffective provision.

X.

Legal venue

Austrian substantive law, except for its conflict of law rules pertaining to foreign law, shall apply exclusively to all orders, particularly those subject to these general terms and conditions of delivery and sale. If Austrian law provides for the application of special international provisions of substantive law also valid in Austria in cases pertaining to foreign countries, e.g. the received UN Convention on Contracts for the International Sale of Goods (CISG), these provisions shall not apply. The court at the seller’s registered office _________________________ with jurisdiction in the matter is agreed as legal venue for all disputes arising from or in connection with the order, also in the bill-of-exchange and check process.