General Terms and Conditions 1. General; Applicability Conclusion of contracts, performance, our offers, deliveries and other services, including future ones, shall exclusively be based on these General Terms and Conditions ("GTC"), which constitute an integral part of the contractual relationship and will be agreed in a legally binding manner upon conclusion of the contract. No conditions that conflict with, are not contained in and/or deviate from our GTC and no general terms and conditions of the customer shall be accepted by us or shall become part of the contract. Accordingly, if the customer uses his own general terms and conditions, applicability of the same is expressly excluded and they shall not hinder exclusive applicability of our GTC. Consumers as used hereinafter means "consumers" as defined in the Austrian Consumer Protection Act ("KSchG"). For consumers as defined in the Austrian Consumer Protection Act [Konsumentenschutzgesetz/KSchG] these Terms and Conditions of Sale and Delivery shall only apply to the extent that no mandatory statutory provisions provide otherwise. 2. Contents, conclusion and rescission of contracts 2.1. Any details or information contained in product catalogues, brochures or price lists shall only become a legally binding part of the contract if expressly provided for therein. 2.2. Our offers are subject to change without notice. Contracts shall be deemed concluded only upon dispatch of a written acknowledgement of order by us. Until then, the customer shall be bound by his purchase order for two (2) weeks. The customer shall check our acknowledgment of order for accuracy and verify any preliminary, non-binding delivery periods and dates that may be stated therein. In the case that the acknowledgment of order deviates from the customer's purchase order and the customer fails to object thereto in writing within three working days of receipt of the acknowledgment of order the deviation shall be deemed accepted. No subsequent modifications of and/or amendments to an existing order due to customer requests shall be permitted. 2.3. Cancellation of orders by the customer is not admissible. This shall not affect written cancellation agreements that may be agreed by mutual consent in a specific case. Where a customer owes us payment recoverability of which seems to be jeopardised due to a change in the customer's financial situation, we shall be entitled to rescind the contract and to assert any claims resulting therefrom. If goods in stock are ordered by consumers, a 14-day right of rescission shall apply. The period shall begin upon receipt of the complete shipment. Notices of rescission require no specific form and shall be addressed to the company with which the contract was concluded. Consumers shall have no right of rescission on configured orders that have been produced specifically for the order. 3. Descriptions of goods; Proprietary rights; Information from the customer; Changes; Quotations 3.1. Descriptions of goods in catalogues, brochures, models, specimens, drawings, etc. constitute no quality guarantees and are non-binding. We reserve full title, all copyrights and industrial property rights to models, specimens, drawings and other documents. We may ask that any and all documents stated above be returned to us, unless the customer has acquired them for consideration. The customer shall indemnify and hold us harmless for any infringements of industrial property rights caused by the manufacture of delivery items according to the customer's specifications. If the customer provides plans and information or advises measurements, he shall be liable for their accuracy, unless they are obviously incorrect. 3.2. We reserve the right to change designs or materials, provided that common use of the delivery item or use that is expected based on the contract will not be materially or detrimentally affected. 3.3. Our quotations for entrepreneurs are subject to a fee. Customers shall bear the costs of planning, consulting, provision of specimens and materials testing. 4. Prices; Terms and conditions of delivery and assembly; Price adjustments 4.1. Unless otherwise agreed, prices include packaging but are exclusive of statutory value added tax. Our services will be rendered according to
the Incoterm FCA (free carrier) Waidhofen/Ybbs, Schwarzwiesenstrasse 3, which shall be interpreted in line with the Incoterms 2020. 4.2. Where, in derogation from Clause 4.1., delivery and/or assembly is effected by us, the customer shall make arrangements for us to be able to do so under acceptable conditions (e.g. appropriate heating, dry rooms, free access for vehicles, transport route to be free of works of other contractors, secured access for lorries, availability of a lift in the case of buildings to be furnished that have more than one floor, availability of electricity and lighting free of charge and availability of a room that can be locked); otherwise we reserve the right to invoice any additional costs incurred by us in connection therewith. Unexpected costs of delivery and/or assembly which were not caused by us (e.g. intermediate storage, several travels) shall be borne by the customer. 4.3. In the case of business-to-business contracts that provide for a delivery period of more than three (3) months we are entitled to adjust the prices accordingly if payroll costs (e.g. due to regulations in collective bargaining agreements or plant agreements) or other costs which are necessary for performance, e.g. for material, energy, third-party work, financing, etc. change. 5. Terms of payment/partial invoices/invoicing; Costs of collateral provided; Offsetting; No right to withhold payment in the case of defective performance 5.1. Unless otherwise agreed, our invoices shall be due for payment within fourteen (14) days of the invoice date without any deductions. We reserve the right to ask for advance payments of up to 100% of the contract value at any time. Payments shall be deemed effected upon receipt only. In addition, we are entitled to also issue partial invoices if performance is rendered in parts. We are entitled at our discretion to issue separate invoices for any and all deliveries/services ordered by the customer (including any parts thereof) and/or any and all deliveries/services being the subject matter of the contract, in particular the goods supplied (cost of goods), on the one hand, and the delivery and assembly work (cost of delivery and assembly), on the other hand. This shall also apply where the customer has ordered the deliveries/services (e.g. ordering goods including delivery and assembly) in the course of a single ordering process. The deliveries/services invoiced by us according to the above shall constitute (separate) orders, which shall be legally and financially independent of each other. We are entitled to send invoices to the customer exclusively electronically via email, as an email attachment, web download, pdf file or text file, as a scan of the hardcopy invoice or as a fax invoice. The customer grants his revocable consent to this type of invoicing. For the purpose of sending the invoice the communication details that have been advised to us and/or are publicly known (e.g. email address, fax number, etc.) shall be relevant. As the recipient of the invoice the customer shall ensure that electronic invoices can be delivered properly and that technical systems, such as filter programs or firewalls, have been adapted appropriately. The customer shall advise his communication details and any changes thereof immediately and in writing. Invoices sent to the communication addresses most recently advised by the customer shall be deemed received by the same. 5.2. If the customer asks us to furnish collateral of any kind, e.g. bills of exchange, sureties, guarantees, bank guarantees, other warranties of credit institutions, other collateral and the like, the customer undertakes to fully reimburse us the expenses, fees, costs and other expenditure as well as the cost of labour, staff, etc. incurred by us in this connection (hereinafter referred to as "Costs"). We are entitled to charge those Costs to the customer in a separate invoice, which shall be agreed to be due for payment within 14 days of the invoice date. 5.3. The customer waives his right of setoff. Section 6(1) No. 8 KSchG shall apply to consumers. 5.4. The customer is not entitled to withhold payment on account of defective performance on our part, warranty claims or other counterclaims of any kind (including, but not limited to claims for damages), which means that with respect to the total consideration any right to withhold payment is excluded, in particular for the purposes of the first sentence of Section 1052 of the Austrian Civil Code [ABGB]. Accordingly, the customer shall pay the total consideration despite defective performance. The right to withhold payment is also excluded with
Business name: BENE GMBH Legal form: company with limited liability Registered office: Waidhofen/Ybbs Business Register No.: 444783 v Business Register Court: Regional Court St. Pölten VAT No.: ATU70065136 DPR: 0006203 OUR OFFERS, DELIVERIES AND OTHER SERVICES SHALL EXCLUSIVELY BE BASED ON OUR GENERAL TERMS AND CONDITIONS.