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TERMS & CONDITIONS

General provisions: The following general terms and conditions shall apply to all customers’ orders as accepted and executed by AUTLED GmbH. The customer recognizes these conditions with binding effect when placing an order and/or accepting delivery. We herewith expressly point out that we will not acknowledge any adverse terms or any customer’s terms contradicting our general terms and conditions. Deviating terms will only apply when they have been previously and expressly acknowledged by us in writing. Offer /quotation and completion of contract: Offers/quotations are generally submitted in writing and are non-binding. An offer/quotation does not oblige us to accept an order and/or perform the services cited therein. Prices of catalogues, brochures, newsletters, advertisements, figures, price lists or on websites are only binding when expressly referred to in the offer/quotation. Offer/quotation prices and conditions are generally valid for a period of 3 months from submission of offer/quotation. The contract is considered completed when, after receiving an order, a written order confirmation or the order itself has been sent by us. Delivery times and deadlines: Delivery times are for us always non-binding. Definite delivery times and commitments can only be given in exceptional cases and require a separate agreement. Promised delivery times shall be extended – notwithstanding our rights arising from a customer’s default – by a period of time equivalent to any failure to fulfil or delay in performing his obligations of this or another contract by the customer. The delivery deadline is considered as complied with notification of readiness of dispatch, even if the dispatch is impossible or delayed without being our or the supplier’s/producer’s fault. Goods declared ready for delivery, but not collected by the customer immediately, will be stored and considered as delivered at our discretion and at the customer’s own cost and risk. If the customer does not accept the contractual goods or services at the agreed place or time, and if the delay is not caused by us, we shall be entitled to insist on compliance or withdraw from the contract subject to a period of grace. In case of failure to meet the delivery deadline, we are in no manner liable for caused damage or loss of profits. As far as possible, we are entitled to execute partial or advance deliveries. Acceptance of goods / Delivery of goods: Use and risk shall pass to the customer upon shipment ex works. In case of services/partial services, risk shall pass to the customer upon work performed at the place of execution. If parts produced or delivered by us are already put into operation before acquisition, they are considered as acquired by the customer and result in the start of any periods of agreement. Prices: All our prices are exclusive of VAT, ex works, without packing or loading and/or delivery. The prices listed in an offer/quotation are prices valid on the date of the offer/quotation. If the order deviates from the offer/quotation, we reserve the right to change the prices accordingly in case of order acceptance. The same applies to price increases due to general price and wage increases. We are entitled to charge for the acceptance and disposal of returned packaging material. Defects / Warranty: The customer shall inspect the goods immediately upon acceptance and notify apparent defects immediately. Complaints about incomplete or incorrect delivery and any other defects must be submitted in writing immediately and no later than 7 days after acceptance of the goods. The warranty period shall be 24 months as of the moment of devolution of risk. Presumptions in accordance with § 924 ABGB are excluded. The customer is not entitled to the right of recourse in accordance with § 933b ABGB. The warranty is void if the goods have been modified by a third party or handling and if there is a causal relationship between the defect and the modification. Furthermore, the warranty is void if the customer does not follow the regulations regarding the handling of the goods, disregards installation requirements and terms of use, allows excessive utilisation of the parts, handles the goods incorrectly or without care or does not inform us about the future use and/or application of the delivered/prepared goods or services. Wear parts have a service life in accordance to the relevant state of technology. In case of justified complaint we will accept the returned goods/service and may grant credit or make a replacement delivery. Any further right of cancellation or return applies only when expressly agreed upon in writing. Should the customer exercise an expressly agreed right of cancellation for goods already delivered, he shall be obliged to cover incurring expenses by settling 10% of the net invoice amount of the goods to be returned. Processed stock or stock which has been manufactured exclusively for the customer cannot be returned. Liability / Damages: We are only liable for damages to objects in the possession of the customer which have arisen directly during execution of services and which have been caused by us through wilful intent or gross negligence. Liability for slight negligence is excluded as well as compensation for consequential and financial losses, unrealised savings, loss of interests and damages incurred through claims from third parties. The existence of intent and negligence has to be proven to us. In any case, our liability shall be limited to the amount of the invoice of the delivered goods. Any compensatory damages claim can only be judicially asserted within six months of the rightful claimant becoming aware of the damage, but at the latest within three years subsequent to the event giving rise to the claim, unless other statutory limitation periods are laid down in other legal provisions. Retention of title: We reserve the ownership of all delivered and installed goods until satisfaction of all current and future arising claims, particularly also balance claims of a current invoice, which we may have against the customer, regardless of legal reason. If the customer is in arrears with payment, we shall be entitled to make use of the agreed rights arising from ownership retention to collect the goods, without implying withdrawal from the contract. If the customer or a third party processes or combines the goods with other goods or objects that are not our property, our ownership rights in the newly created goods or objects (systems) remain in existence or the ownership rights in the new products or goods to which the customer is entitled are transferred to us. Any forfeiting or transfer by way of security of these goods in favour of third parties without our consent is excluded. Until payment of the invoices is made, the customer shall be obliged to consider any delivered goods as our property and store them appropriately, regardless of whether they have been manipulated, processed or changed. We shall be entitled to enter the customer’s warehouses, premises or other rooms (including apartments) at any time to protect our rights. In case of exercising our rights, particularly the right of return on the basis of the agreed retention of title, the customer shall waive the right to bring an action of trespass as well as to raise objection, that the goods under reservation are necessary for the maintenance of business operations, also any compensation or loss of profit. All costs arising shall be borne by the customer. Payment: Unless otherwise agreed upon, our invoices are due and payable net on receipt. In case of delayed payment we shall be entitled to charge default interests of 1% per month from the due date until receipt of payment. We are not obliged to provide payment reminders. In case of voluntary payment reminders, we shall be entitled to charge EUR 10.00 per reminder. The customer shall also be obliged to accept any judicial and extra-judicial recovery and legal costs, particularly collection costs and lawyer fees, caused by his delayed payment. Payments with debt deleting effect for the customer can only be made by transfer to our notified bank accounts, unless the payee is able to prove his identity by written authorization of the management (e.g. lawyer, debt collecting institution) Offsetting / Retention: An offsetting of counter-claims asserted by the customer against our claims is excluded. Retention of the purchase price or the rate agreed for services in case of justified improvement requests is only permitted to the extent of work necessary. Place of execution and place of jurisdiction: The place of execution for delivery and payment is A-2120 Obersdorf. All disputes ensuing from the contract, pertaining the breach, termination or invalidity thereof, shall be resolved by the court responsible for 2120 Obersdorf (Commercial Court Korneuburg). We shall furthermore also be entitled to bring a claim at the customer’s place of general jurisdiction. Applicable law: Austrian law shall apply, excluding the provisions concerning conflict of laws and UN sales law. Final provisions: Collateral agreements, amendments and additions are only valid when made in writing. This will also include waiver of formal requirements. Should some of the provisions and/or essential parts of the terms and conditions be, or become, fully or partially invalid and/or incomplete, this shall not affect the effectiveness of the remaining provisions. Invalid and/or incomplete provisions shall be replaced by a substitutional regulation, which will (economically) achieve the same result, which the parties would have agreed to, if they had discovered the omission.