General Conditions of Sale (June, 2014)

For the delivery of all new products by E+E ELEKTRONIK Ges.m.b.H (hereafter referred to as E+E), as well as all associated services, including delivery, installation and mounting services, the following apply:

• The “General Conditions for the Supply of Products and Services of the Electrical and Electronics Industry” of the Zentralverband der Elektroindustrie (ZVEI = electrical and electronic manufacturer’s association), as of June 2011 (hereafter referred to as the ZVEI Conditions of Delivery), as well as
• The following supplementary Conditions of Delivery.

General conditions from the Customer are not recognized. In case of contradictions, the following supplementary Conditions of Delivery or modifications have precedence over the ZVEI Conditions (including the software clause).

1. Beyond the warranty against material defects governed under section VIII. of the ZVEI Conditions for Supply, E+E offers a guarantee for repairs and/or exchange in the event of failures in the function of E+E products. This guarantee for repair and/or exchange includes the following services: If a E+E product is or becomes defective within twenty-four (24) months after shipment, and if the customer asserts a claim within this period, E+E will repair or exchange the product. Whether a product is repaired or exchanged is decided by E+E. The services of this Guarantee for Repair and/or Exchange cannot be claimed if the parts in question are subject to wear, if the customer has caused the failure of the product function, or if the product was operated beyond the bounds of the specifications and/or was not used for its intended purpose. Both actions are taken at E+E‘s main facility. Claims by the customer above and beyond this, such as for indemnity or refund, cannot be derived from the above provisions; legal and other contractual claims, in particular those under section VIII of the Conditions for Supply of the Electrical and Electronic Manufacturers’ Association, remain unaffected. Furthermore, E+E strives to ensure product support (spare parts and service) for a period of at least ten (10) years after shipment (E+E service conditions).
   
   
2. The term „damage claim“ in Article I No. 5 includes claims for compensation of frustrated expenses as well.
   
   
3. Article III No. 3 reads as follows: If the orderer resells goods with reserved title, he now already - without the need of further declarations - assigns all future claims as a precaution against his customers arising out of this resale (including all ancillary rights as well as balance claims). If the goods with reserved title are resaled in combination with other goods, without arranging a separate unite price for the goods with reserved title, the orderer assigns those part of the total sum to the supplier, which is corresponding to the price the supplier charged for the goods with reserved title. The orderer is only allowed of disposal of the goods with reserved title on the condition that he informes the repurchaser about the assignment for security or notes the same in the company’s journal in the moment of resaling.
   
   
4. Article III No. 4 lit d reads as follows: If the orderer links the goods with reserved title with properties or movable subjects, he also assigns as a precaution those claims he gains as a result of the linking (including all ancillary rights) to the supplier without the need of further declaration. The amount regarding this claim measures according to the proportion of the value of the linked goods with reserved title to the value of the remaining linked goods in the moment of linking. Same as mentioned under No. 3 (above) the third party debtor has to be informed about the assignment for security or a notification needs to be lined out in the company’s journal.
   
   
5. Article IV No. 3 reads as follows: Damage claims of the orderer for default in delivery as well as damage claims instead of fulfillment, exceeding the borders lined out under No. 3, are precluded in any cases of default in delivery, even in cases of failure im complying with appointed delivery dates. This does not apply in case of intent or gross negligence leading to physical damage, injury to health or loss of life. A change in burden of proof to the detriment of the orderer is not connected with the preceding regulations.
   
   
6. Article VIII No. 2 reads as follows: Claims for supplementary performance expire in twelve months from the begging of the legal limitation period; same applies in case of cancellation and reduction of price. This time limit does not apply if binding legal regulations require otherwise. Legal provisions regarding suspension of expiry, suspension as well as recommencement of time limits remain unaffected. Same applies in case of guarantee according to paragraph (1) of the General Conditions of Sale.
   
   
7. Article VIII No. 9 reads as follows: Recourse claims of the orderer against the supplier according to § 933b of the Austrian Civil Code (recourse of the entrepreneur) only exist insofar as the orderer and its recipient have not agreed to warranty claims which exceed those warranty claims established by law. In connection with the scope of the recourse claims of the orderer against the supplier No. 8 applies.
   
   
8. E+E retains the right to change or modify the service promised, as long as the change or modification, taking into account the interests of E+E, is reasonable for the Customer, especially if it is a customary modification or change.
   
   
9. Dates identified in the offer, offer confirmation or shipping documents, as “Agreed date” or “Confirmed date” are legally binding dates, meaning that E+E would be in default regarding any delays in delivery by said date, unless E+E could prove that E+E is not responsible for the delays. Dates identified in the offer, order confirmation or shipping documents, as “Planned date” or “Customer request date” are not legally binding dates, meaning that a separate complaint by the Customer is necessary in case of delay.
   
   
10. If E+E, although not at fault, does not receive, or does not receive in due time or form, from its upstream suppliers merchandise or services that are necessary for the processing or manufacture of products or services to be provided by E+E to the customer, then E+E is obliged to announce this immediately to the customer and is entitled, within an appropriate period after occurrence of such delivery problems of the upstream supplier, to withdraw from the contract. In case of withdrawal from the contract, E+E is obliged to reimburse the customer without delay for his considerations, in particular his advance payments.
    
    
11. The design and properties of a new product are elucidated in the E+E catalog descriptions. The basis for ordering from E+E is the catalog edition valid at the time the contract is made. However, design and property information provided in quotations for products bactually ordered takes precedence.
    
    
12. If the product ordered by the Customer is a prototype / engineering sample or a pilot product (hereafter collectively referred to as a non-series product), then it has not been built in the normal flow of series production nor has it been inspected and tested as a series product. Use of a non-series product is at the sole risk of, and danger to, the Customer, according to whose specific instructions the product was delivered in the form of a non-series product. It is therefore the Customer’s responsibility to ensure that the non-series product is not used in active production equipment, but only in a sufficiently protected test environment. E+E is liable for damages caused by a non-series product only in cases of intent or gross negligence leading to physical damage, injury to health, or loss of life. The same applies if E+E provides software not yet released for productive application to the Customer for test purposes.
    
    
13. If goods ordered by the Customer include software that was not created or modified by E+E (third-party software), then the license requirements of the manufacturer of the third-party software apply, which E+E will make available to the Customer if they were not included with the software. The E+E General Conditions of Sale apply to this type of software regarding the delivery relationship between E+E and the Customer. No. 4, No. 5, No. 6 (of course for transfer of standard software in accordance with Paragraph 1 of our General Conditions of Sale), No. 7 and No. 8 of the ZVEI’s “SOFTWARE CLAUSE FOR THE PROVISION OF STANDARD SOFTWARE FORMING AN INTEGRAL PART OF SUPPLIES” (July 2004) apply additionally for this third-party software, as well as for the software created by E+E and are readily available from E+E upon request.
    
    
14. In all actions regarding delivery and services, the Customer will – comply with all operating manuals and other instructions from the manufacturer and/or E+E,
    - employ only qualified operating and monitoring personnel,- conduct scheduled maintenance and care services according to the operating instructions and enter the results in the maintenance log,
    - inspect the software and machines or machine parts and the results achieved therewith, investigating anything out of the ordinary, and
    - test them carefully and according to the latest rules of technology, at first in non-productive use, and use them productively only after testing has been completed successfully and the agreed-upon specifications are followed if these products, even and especially software, have been developed specifically for the Customer, 
    - inspect for errors any information given to E+E by the Customer for products to be manufactured, such as reports, documentation, sketches and other proposals. E+E will make such an inspection only in exceptional cases, if such an action was agreed upon,
    - notify E+E immediately after discovering defects which were not noticed at the time of delivery, including a written description of the problem, how it occurred, and any effects thereof as exact as possible (in the form of a “complaint”); with acceptance of the “complaint” E+E reserves the right to destroy the device complained about in the course of detailed tests. The customer has the right to claim an equivalent compensatory device, which in case of an unjustified complaint will be charged to the customer’s account in the amount of the original price of a new device.
    - inform E+E and give E+E the possibility to take reasonable correctional measures, especially to inspect and replace defective parts, before the Customer incurs any repair costs,
    - provide the equipment necessary for using the delivered goods in a timely manner in the current and required version, as well as any other required products from third parties.
    
    
15. Article XI No 2. reads as follows: As far as events result out of force majeure (mobilization, war, acts of terrorism, revolts or other likewise events as strike and lock out; viruses or other attacks of third parties against the IT system of the supplier, as far as they occured despite the compliance of any common preventive measures) as well as other barriers due to austrian, american as well as other applicable EU- and international regulations regarding the foreign trade legalisation or based on other circumstances the supplier is not responsible for, which change the economic importance or the content of the supply to a significant extent or have a negative impact against the business workflow, the contract will be adapted considering the fundamentals of good faith.
    
    
16. Article XIII No 1. reads as follows: If the orderer is an entrepreneur the place of jurisdiction concerning direct as well as indirect disputes arising out of the contractual relationship is those of the suppliers registered office. The supplier has the right to bring an action at the Orderer's place of business.
    
    
17. Article XIII No. 2 reads as follows: This General Conditions of Sale including its interpretation shall be subject solely to the law of the Republic of Austria with the exclusion of international uniform law particularly the UN Convention on the Itnernational Sale of Goods (CISG).
    
    
18. Paragraph 6 section 1 lit a of the software clause reads as follows: the limitation period concerning claims on defects of the software is about 12 months. This does not apply if binding legal regulations require otherwise. The period commences upon the transfer of risk. The legal regulations regarding suspension of expiry, suspension as well as recommencement of time limits remain unaffected.
    
    
19. Paragraph 8 section 3 of the software clause reads as follows: As far as the orderer has the right to claim for damages according to Art. XI GL, these are statute-barred with expiry of the limitation period of damage claims according to Article 6 section 1 lit a of the software clause. This does not apply if binding legal regulations require otherwise. The legal limitation rules apply in case of damage claims in accordance with the Product Liability Act.

- End of General Conditions of Sale -