General Terms and Conditions of Sale of CORONET Austria GmbH

1. Orders
We accept oral and written orders only on the basis of our General Terms and Conditions of Sale and Delivery. Deviations therefrom, in particular the Buyer’s terms, shall only be binding on us if explicitly confirmed by us in writing.
Our offers are subject to change and non-binding.

2. Delivery, price calculations
The goods are delivered on the Buyer’s account and at the Buyer’s risk. Price calculations are based on the prices valid on the delivery date. All prices are exclusive of value-added tax. Domestic shipments valued at 300 euros or higher will be delivered free domicile. With shipments valued at less than 300 euros, a minimum quantity surcharge and freight costs will be added. Quantity variations of up to 10% with custom-made product series, such as print orders, are deemed approved. In the event that individual items change, we reserve the right to deliver new items only after our stocks of items of the previous design have been cleared. Packaging will not be invoiced. Returned goods will not be reimbursed. We reserve the right to make changes as reasonably required.

3. Payment
Our invoices shall be due immediately upon receipt. Should the payment deadline be exceeded, we reserve the right to charge a minimum default interest of 4% above the applicable discount rate of the European Central Bank. The right to offset our claims against counterclaims which have been contested by us or which have not been legally established shall be excluded. Conversely, we shall be entitled to offset our own claims against any claims the Buyer may rightfully have against us.

4. Disruption to delivery, late delivery
Delivery obligations and delivery deadlines shall be suspended for as long as the Buyer is in arrears with payment. Damage compensation claims by the Seller (such as a loss of profit) shall remain unaffected herefrom. In case of doubt about the Byer’s ability to pay, we reserve the right to make our further fulfilment of the contract contingent on collaterals. In case of late delivery, the Buyer shall grant a reasonable minimum grace period of four weeks. If this grace period expires and no action has been taken, the Buyer shall be entitled to withdraw from the contract with respect to orders of catalogue items. In case of custom-made orders, a new delivery date shall be negotiated. Damage compensation claims due to late delivery shall be excluded. Force majeure events, operational disturbances, lack of labour, energy or resources, difficulty to procure production materials and replacement parts for machines, strikes, lockouts, traffic disturbances as well as government actions exempt us from our delivery obligations for the duration of such events and the scope of their impact. They shall also entitle us to fully or partially terminate the contract.

5. Offtake
If the offtake of the delivered goods is to occur within a certain period of time, the Buyer shall have to call up similar quantities each month. If the Buyer has reserved the right to switch to a different offtake schedule, he shall notify us of the new offtake schedule no later than three weeks after receiving our written request to do so. A delivery obligation according to such a schedule shall only be binding on us if we have agreed to it in writing. If the Buyer fails to notify us of the desired offtake schedule on time, we shall be entitled to either deliver our products in approximately equal monthly quantities or withdraw from the contract. If the Buyer fails to take off the goods as agreed upon, we shall be entitled to cancel any offtake amounts with which the Buyer is in arrears. The same shall apply to quantities which we have not delivered due to arrears in payment.

6. Deficiencies
Any complaints about the quality or quantity of the delivered goods shall be made within a period of eight days from the receipt of the goods by specifying order details, invoice and dispatch numbers as well as enclosing specimens. If the goods are picked up, any subsequent complaints regarding missing quantities shall be excluded. The Buyer shall notify us of any hidden defects immediately upon their discovery, at the latest eight weeks after the receipt of the goods. The burden of evidence to prove a hidden defect shall lie with the Buyer. A timely and justified notice of defect will be rectified by us either through replacement or compensation for diminished value at our discretion, provided the goods are still in the same condition as at the time of delivery. Rejected goods may only be returned if we have expressly agreed to this in writing. The risk of returning defective goods shall lie with the Buyer. In order to make up for delivery shortfalls, we may choose between subsequent delivery and granting of a voucher. Any further claims, in particular damage compensation claims resulting from the contract, a contract-like relationship or an illicit action shall be excluded, except they are based on deliberate or grossly negligent actions by the management. Liability for any direct damage shall be excluded in any case. Any further claims, for whatever legal reason, including claims for compensation of damage resulting from the use of defective goods, shall be excluded. We assume no liability for any damage resulting from unforeseeable breaches of property rights.

7. Retention of title
All delivered goods shall remain our property until the Buyer has fully redeemed his liabilities resulting from a mutual business relationship with us or with our affiliates. If in connection with the payment of the purchase price the Seller’s liability on a bill of exchange is established, the retention of title shall not expire before the bill of exchange has been drawn by the Buyer as the drawee. The Buyer shall be obliged to keep and store our goods separately and to insure them against damage and theft in any case. The retention of title shall also cover the new products resulting from processing on the basis of their value. Processing shall be carried out for us. The Byer shall be regarded as a “free-of-charge depositary” for the Seller. The Buyer shall be entitled to dispose of the conditional goods in his ordinary course of business as long as he is ready, willing and able to orderly fulfil his obligations towards us. Pledges and transfers of ownership by way of security shall only be permissible with our consent. The Buyer shall ward off access to our property by third parties (pledges etc.) and notify us thereof in due course. The Buyer shall already now assign to us all claims resulting from the sale of the conditional goods plus ancillary rights and security interests, including bills of exchange and cheques, to secure our claims. If our conditional goods are sold along with other things upon processing, the assignment of claims shall be limited to the part of the claims representing the percentage of the conditional goods in the total value of the processed goods at the moment of processing. The Buyer shall keep any earnings resulting from such sale separate und use them only to satisfy our claims. In individual cases, we shall have the right to inform the recipients about the assignment. The Buyer shall, upon our request, submit a list of assigned receivables to us for the purpose of self-collection.
If the value of the securities exceeds the debts to be secured by more than 20%, we shall be obliged to release the securities at the Buyer’s request.

8. Place of performance and court of jurisdiction
The place of performance for delivery and payment shall be Waldneukirchen. Any disputes arising under this contract shall be settled by the competent court of Steyr. This contract shall be governed by Austrian law, also where deliveries are made to foreign customers.

9. Miscellaneous
Should one or more provisions of the General Terms and Conditions of Sale be or become invalid, the validity of the other provisions shall remain unaffected. The parties to the contract agree to replace the invalid provisions by new, valid provisions which best correspond to the purpose of the contract. The measures indicated are basically an approximation. Variations therefrom as well as colour changes are reserved.