General Conditions

valid as of 1 October 2010

I. Applicability

The present Conditions shall apply exclusively to all our company’s deliveries, services or offers, independently of the nature of the transaction. All declarations made by us under civil law are understood to be based on the present Conditions. We do not recognise any conditions of the client contrary to or differing from our own Conditions unless we have expressly agreed to their applicability in writing.

Fulfilment of partial fulfilment of a contract on our part shall not constitute consent to conditions differing from our General Conditions. The present Conditions shall be valid as a framework for all further transactions between the contracting parties.

II. Conclusion of an agreement

a) All our offers shall be non-binding. We shall not be bound by verbal undertakings or additional agreements and the like, differing from the present Conditions or from any other written declaration made by us, especially by undertakings given or agreements entered into by members of our sales or delivery personnel etc. The content of our brochures, advertisements and the like, shall not become part of an agreement unless it is expressly referred to.

b) Every order must be confirmed in order to constitute a valid agreement. Dispatch or delivery of the goods ordered by the client shall also constitute an agreement. Any offer made to us shall be binding upon the tenderer for an adequate period of at least eight days from receipt of the offer. Clause II a) shall not be valid for transactions with consumers.

III. Prices

All our prices are understood to include VAT unless the contrary is expressly stated. In case of changes in labour costs between the conclusion of the agreement and our delivery, arising from a collective agreement within the relevant industry or a general wage agreement within a company, or in case of changes in costs regarding other elements relevant to calculation or necessary for the rendering of services, such as raw materials, energy, transport, external work, financing, etc, we reserve the right to raise or lower prices accordingly. Clause III shall not be valid for transactions with consumers.

IV. Terms of payment, default interest

a) Unless otherwise agreed, outstanding amounts shall be paid in cash, concurrently with delivery of the goods. Invoiced amounts shall be due for immediate payment from the date of delivery. A cash discount is not permitted unless specifically agreed upon. Any existing agreements on cash discounts shall become invalid in case of default in payment by the client even in regard of an instalment. Payment by the client is deemed to have been made at the time when the sum is deposited into our business account.

b) In the event of default in payment by the client we are entitled to demand default interest at a rate of 4 % above the secondary market yield (Sekundärmarktrendite/Bund) as contained in the monthly publication issued by the Austrian Central Bank (Österreichische Nationalbank). We reserve the right to claim further damages, in particular a higher rate of interest. Clause IV b) (first sentence) shall not be valid for transactions with consumers.

V. Withdrawal from the contract

a) Apart from general legal provisions we are also entitled to withdraw from the contract on the grounds of default of acceptance (Clause VII) or for other important reasons, such as the opening of bankruptcy proceedings against a business partner or the refusal to open bankruptcy proceedings due to lack of assets. If we withdraw from a contract and our client is at fault, we are entitled, at our choice, to claim liquidated damages of 15 % of the gross amount of our invoice or to seek compensation for actual loss.

b) In case of default in payment by the client we shall be relieved of any further obligation regarding delivery or services and we shall be entitled to withhold outstanding deliveries or services and to demand pre-payment or surety or to withdraw from the contract, having granted an adequate respite if necessary.

c) If the client withdraws from the contract without being entitled to do so or if he demands rescission of the contract without good cause, we shall have the option to insist on the fulfilment of the contract or to agree to its rescission; in the latter case, the client shall be liable, at our choice, to pay liquidated damages of 15 % of the gross amount of our invoice or to pay compensation for actual loss.

d) We grant our clients who are consumers under the Austrian Consumer Protection Act, a period of seven days (not counting Saturdays, Sundays and public holidays) for withdrawing from a contract. That period shall begin on the date of the conclusion of the agreement. Goods should be returned in an unused and fully resaleable condition in their original wrapping. If returned goods show signs of wear, we shall be entitled to an adequate compensation for the deterioration caused. The same shall apply if components are missing.

VI. Reminder charges and collection fees

In case of default in payment the client shall be liable to refund a fixed amount of € 9,00 per reminder issued, as well as € 3,70 per half year as a fee for monitoring the outstanding amount. Furthermore, we shall be entitled to demand reimbursement of all costs for reminders and collection, including a collection agency’s costs up to the amount laid down in the regulation on maximum fees for collection agencies issued by the Austrian Ministry of Economic Affairs.

Clause VI (2^nd sentence) shall not be valid for transactions with consumers.

VII. Delivery, transport, default in acceptance

a) Our prices do not include costs for delivery, assembly or installation. However, at the client’s request we will perform or arrange these services for an additional charge. For transport and delivery we will charge the actual costs plus an adequate amount for overhead expenses. The minimum charge, however, will be equal to the amount of freight and cartage costs at the rate usual or customary on the date of delivery for the mode of transport chosen. Assembly costs will be charged on a time basis. A man-hour rate generally accepted in the relevant industry shall be deemed to have been agreed upon.

b) If a delivery has not been duly accepted by the client (default of acceptance), we shall be entitled either to store the goods, charging a storage fee of 0,1 % of the gross amount of our invoice per day or part thereof, or to store the goods with a tradesman authorised thereto at the client’s cost and risk. We are furthermore entitled to either insist on the fulfilling of the contract or, having granted an adequate respite, to withdraw from the contract and to otherwise dispose of the goods. If such goods are perishable or if there is imminent danger, we are entitled, in case of default of acceptance, to dispose of the goods without previous notice at an adequate price on account of the client.

VIII. Passage of risk

Notwithstanding legal regulations, the risk of accidental loss or accidental deterioration shall pass to the buyer as soon as the goods are handed over to the carrier, even if they are to be delivered free domicile.

IX. Delivery period

a) We shall only be bound to perform services or to deliver goods if and when our client will have fulfilled all his obligations pertaining to prerequisites for our performance, especially if all technical and legal particulars will have been observed and all preparatory measures will have been taken.

b) We are entitled to exceed the agreed-upon deadlines by one week at the most. Only after that period the client is entitled to withdraw from the contract after having granted an adequate respite.

X. Place of performance

The seat of our company shall be the place of performance.

XI. Minor modifications

Minor modifications of our obligation and such modifications as appear reasonable shall be deemed to have been approved in advance. This applies especially to deviations which are inherent to the nature of the goods furnished (e.g. measurements, tints, appearance of wood or veneer, grain and texture etc.). Clause XI shall not be valid for transactions with consumers.

XII. Warranty, duties of inspection and notification

a) If a reparable defect occurs, we will fulfil our clients’ warranty claims, at our discretion, by replacing the defective article, by repairing it within an adequate period of time, or by granting a discount. Claims for damages aimed at repairing the defect can only be brought if and when we are in arrears with respect to fulfilment of warranty claims.

b) In accordance with section 377 of the Austrian Commercial Code the goods shall be inspected immediately, or no later than within six work days after delivery. If any defects are discovered, a written communication, stating the nature and the extent of the defect, shall be made to us immediately, or no later than within three work days after discovery. If we are not notified of any defects in good time the goods will be deemed to have been accepted. Clause XII a) and b) shall not be valid for transactions with consumers.

XIII. Damages

a) All claims for damages against us are ruled out in case of slight negligence. It is up to the injured party to prove slight or gross negligence.

b) Claims for damages lapse after a period of three years after the passage of risk. Provisions on damages contained within the present Conditions or otherwise agreed upon shall be valid also if a claim for damages is brought in concurrence with or instead of a warranty claim.

c) Prior to installation or transport of IT products or installation of computer programs the client undertakes to adequately secure data already stored on the computer. If he fails to do so he will be responsible for the loss of any data and for all damage in connexion with such loss.

d) Clause XIII a) (1^st sentence) shall not be valid for transactions with consumers insofar as injuries to persons and damage to property that has been accepted for the purpose of processing are concerned. Clause XIII a) (2^nd sentence) and Clause XIII b) (1^st sentence) shall not be valid for transactions with consumers.

XIV. Product liability

Recourse according to section 12 of the Austrian Product Liability Act is ruled out unless the party entitled to recourse proves that the defect originated within our sphere and was due to gross negligence at least.

XV. Retention of title; exercising retention of title rights

a) All goods delivered are subject to retention of title. We shall retain ownership until the goods have been fully paid for.

b) Reclaiming of goods subject to retention of title shall only constitute a withdrawal from the contract if such withdrawal is expressly declared. If such goods are reclaimed we are entitled, notwithstanding further claims, to charge transport costs and a handling fee.

c) If the buyer processes or modifies goods furnished by us before settling all of our claims the title to the goods shall not thereby pass to him. We shall become co-owners of the newly-created article in proportion to the value of the goods furnished by us in relation to other components at the time of processing or modification.

d) The buyer may not pledge goods that are subject to retention of title or transfer such goods to third parties as surety. In case of seizure or claims against the buyer the latter undertakes to declare our title to the goods and to inform us immediately.

e) Only if trade in the goods furnished by us is part of our client’s ordinary business may he dispose of goods subject to retention of title before the outstanding purchase price has been fully paid.

f) The client shall bear the full risk for goods subject to retention of title, particularly the risk of their destruction, loss, or deterioration.

XVI. Assignment of claims

a) In the event of goods being delivered subject to retention of title, our client shall as of now assign to us his claims against third parties resulting from the sale or processing of those goods until fulfilment of our claims. If the client’s payments to us are overdue, he shall keep those proceeds separate and hold them in trust for us. Any claims against an insurer shall be deemed to have been assigned to us as of now within the limits of section 15 of the Austrian Insurance Contract Act.

b) Any claims against us may not be assigned without our express permission.

XVII. Retention

In the event of a justified warranty claim, unless the transaction is being reversed, the client shall not be entitled to retain the entire gross amount of our invoice but only an adequate part thereof. Clause XVII shall not be valid for transactions with consumers.

XVIII. Acceleration clause (“Terminsverlust”)

a) Insofar as the client’s payments are effected by instalments, the following shall be deemed to have been agreed upon: Upon delay in payment of only one instalment all further instalments shall become due for immediate payment without respite.

b) Clause XVIII a) shall be valid for transactions with consumers in the event of our obligations having entirely been fulfilled on our part, that payment of at least one instalment by the client is at least six weeks overdue, and that we have formally demanded payment, granting a respite of at least two weeks and warning the client of the consequences of non-payment under the present clause.

XIX. Applicable law, court of venue

Austrian law shall apply. Applicability of UN purchase law is expressly excluded. The contract language shall be German. The parties agree upon Austrian jurisdiction. The exclusive legal venue for all disputes arising from this agreement shall be the materially competent court at the seat of our company. Clause XIX (last sentence) shall not be valid for transactions with consumers.

XX. Data protection, change of address, copyright

a) The client herewith gives consent to his person-related data (as contained in the purchase agreement) being automatically stored and processed.

b) The client undertakes to notify us of any changes in his residence or business address until such time as all obligations arising from the present agreement shall have been entirely fulfilled. If the client fails to notify us of such change, any notice sent by us to his last known address shall be deemed to have been received by him.

c) We shall retain our intellectual property rights to plans, outlines and other technical documents as well as samples, catalogues, brochures, illustrations and the like. The client shall not acquire any rights of use or exploitation whatsoever with regard to them.

XXI. Safeguarding clause

If one of the foregoing provisions of these General Conditions should be void or inapplicable or become void or inapplicable in whole or in part, this shall not affect the applicability of any of the other provisions of these General Terms and Conditions.