General Terms and Conditions of Plabba GmbH

General

The following terms and conditions of sale and delivery apply to the business relationship between PLABBA GmbH and its customers. By placing an order, the customer acknowledges these terms as binding. Where a separate written contract contains conditions that deviate from these terms, the provisions of that contract shall take precedence.

Offers and Prices

All prices published by PLABBA are ex works, inclusive of packaging, but exclusive of shipping costs.

VAT is charged separately in accordance with the statutory provisions in force on the date of delivery or service. PLABBA reserves the right to change prices — including without prior notice. Technical and other changes within reasonable limits are likewise reserved.

Shipping, Delivery and Performance

Regardless of any insurance arranged by PLABBA, goods travel in all cases at the customer's cost and risk. This applies even in the case of freight-free delivery and irrespective of the mode of transport used or who selects it. The cost of transport insurance is borne by the customer. Unless otherwise agreed, the registered office of PLABBA GmbH is the agreed place of performance. Unless otherwise agreed in writing, the risk of loss passes to the customer upon dispatch of the goods — or, in the event of the customer's default in acceptance, upon PLABBA's readiness to dispatch. Unless a different written agreement has been made, PLABBA selects the place of dispatch, route, mode of transport and carrier at its best discretion, without assuming liability for the cheapest or fastest transport.

Stated delivery and unloading times are always non-binding unless expressly agreed otherwise in writing. If the customer provides the means of transport, the customer is responsible for its timely availability. Any delays must be notified to PLABBA in good time. Resulting costs are borne by the customer.

Complaints

The customer must inspect the delivered goods or services provided by PLABBA immediately for any defects. Incomplete or incorrect deliveries/services and complaints about apparent defects must be reported to PLABBA in writing no later than ten days after receipt of the goods; non-apparent defects and errors must be reported immediately upon discovery. The nature and extent of the alleged defect must be clearly stated in the complaint. If defects and errors are not reported in time, the delivery is deemed approved and warranty claims are excluded.

Warranty

In the case of justified and timely complaints, PLABBA will provide warranty by means of repair, a price reduction, replacement delivery (exchange) or return of the goods against reimbursement of the purchase price, giving reasonable consideration to the customer's interests. The choice of remedy remains with PLABBA.

All other claims against PLABBA, in particular claims for direct or consequential damages, are — to the extent permitted by law — expressly excluded.

Fulfilment of a justified warranty obligation has no effect on any guarantees given to third parties and does not extend the warranty or guarantee period.

Returns

Goods may only be returned with PLABBA's prior consent. Should goods nevertheless be returned without consent, the customer shall reimburse PLABBA for all costs incurred as a result. No claims or legal consequences of any kind may be derived by the customer from PLABBA's acceptance of returned goods. In the case of agreed returns, PLABBA reserves the right to charge a handling fee for the costs incurred and to apply a deduction reflecting the age and condition of the goods when crediting their value. The amount of the deduction is determined by PLABBA.

Limitation of Liability

Liability is excluded for minor negligence on the part of PLABBA and its agents. The foregoing limitations of liability do not affect customer claims arising from product liability or from any guarantees given. The limitations of liability likewise do not apply to personal injury, damage to health or loss of life attributable to PLABBA.

Payment

Invoices for goods delivered are paid in accordance with the respective agreements made. Unless a written payment term has been agreed between the parties, payments are due immediately upon receipt of the invoice without deduction. At PLABBA's request, payment may be switched to direct debit or cash on delivery. Bills of exchange or cheques are accepted only on the basis of a special written agreement and always only on account of payment.

Discount and bill of exchange charges are borne by the customer and are due immediately. In the event of late payment, default interest of 9 percentage points above the base rate is agreed. Set-off by the customer is excluded, except against claims acknowledged in writing by PLABBA or established by final judgment. If the customer ceases normal business operations, enforcement proceedings are brought against the customer, a cheque or bill of exchange is protested, payment difficulties or suspension of payments occur, or the customer applies for or becomes subject to insolvency proceedings, PLABBA is entitled to call in all outstanding claims from the business relationship immediately, even if bills of exchange or cheques have been accepted or instalment payment agreed. The same applies if the customer falls into arrears with payments or other circumstances become known that cast doubt on the customer's creditworthiness. In such cases, PLABBA is also entitled to demand advance payment or security, to realise any security provided, and to withdraw from the contract and claim damages for non-performance. The assignment of the customer's claims against PLABBA to third parties, as well as the transfer of rights and obligations under the concluded purchase contract, is not permitted without PLABBA's prior written consent.

Retention of Title

Delivered goods remain the property of PLABBA until all of the customer's obligations have been fulfilled in full, in particular payment of the purchase price together with ancillary costs, interest, fees and expenses. If the goods are resold, the customer assigns to PLABBA the claims arising from the sale of the reserved goods. The customer is obliged to identify the assignment by means of bookkeeping entries and, upon PLABBA's request, to disclose the names of the purchase price debtors and to specify the assigned claims precisely by amount. The assignment is accepted by PLABBA. Any fees or taxes in connection with the assignment are borne by the customer, who shall indemnify PLABBA accordingly. PLABBA is entitled at any time to disclose the assignment and to collect the assigned claims itself. The customer undertakes to keep the reserved goods adequately insured against usual risks such as natural hazards at all times and to provide proof of this to PLABBA upon request. The customer hereby assigns any resulting insurance claims to PLABBA. The customer is further obliged to store the goods in accordance with PLABBA's instructions and the state of the art. The customer undertakes to treat the goods with care during the period of retention of title. Where maintenance and inspection work is required, the customer must carry it out regularly at its own expense.

Intellectual Property

Offers, projects, drawings, dimensional drawings and descriptions provided by PLABBA are the intellectual property of PLABBA and may not be reproduced, used or made accessible to third parties without PLABBA's consent. The unaltered use of the intellectual property in the context of resale of the delivered goods is permitted.

Packaging

Where PLABBA is legally obliged to take back transport and outer packaging, the customer bears the costs of returning the packaging used.

Force Majeure

Events of force majeure affecting PLABBA or one of its upstream suppliers entitle PLABBA to suspend deliveries for the duration of the disruption and a reasonable start-up period, or to withdraw from the contract in whole or in part in accordance with the effects of the event. Events of force majeure include, without limitation: all effects of natural forces such as earthquakes, lightning, frost, storms and floods; as well as war, legislation, official intervention, confiscation, transport disruptions, import, export and transit bans, international payment restrictions, raw material and energy failures; and operational disruptions such as explosions, fires, strikes, sabotage and all other events that could only be prevented at disproportionate cost and by economically unreasonable means.

Export clause

Any re-export by the customer requires PLABBA's prior written consent in all cases.

Data protection consent

The customer expressly consents to the collection, processing and use of the personal data provided by the customer or to be provided in future by PLABBA for marketing purposes, including the creation of a customer database. This consent may be withdrawn by the customer at any time with effect for the future.

Place of Performance and Jurisdiction

Austrian law applies, with the exception of conflict-of-law provisions and the UN Convention on Contracts for the International Sale of Goods. The competent Landesgericht Salzburg is agreed as the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contract. The place of performance for delivery and payment is the registered office of PLABBA.