GENERAL TERMS AND CONDITIONS

of the company Pichler Medientechnik eU, DI Gerhard Pichler, registered in Graz: Im Gereut 9, 8051 Graz, Austria
FN 288228 s

1. Scope of Application:

1.1 These General Terms and Conditions shall apply to all legal transactions of the company Pichler Medientechnik eU, DI Gerhard Pichler, hereinafter referred to as Pichler for short, namely for the delivery of goods and, mutatis mutandis, also for the provision of services.

1.2 These General Terms and Conditions also apply to software developed or distributed by Pichler, whereby software is understood to be computer programs distributed as standard or developed or adapted individually for the user within the meaning of & 40 a Copyright Act for use on, for the operation or for the control of electrotechnical and/or electronic equipment and systems including documents provided for this purpose. However, point 7. Warranty does not apply to standard software purchased and resold by Pichler with regard to operating systems as well as application software. In this case, the statutory provisions shall apply.

1.3 Deviations from the mentioned conditions are only effective if accepted in writing by Pichler.

1.4 All orders and agreements are only legally binding if they are signed by Pichler in writing and in the company’s name and bind Pichler only to the extent stated in the order confirmation.

1.5 The present General Terms and Conditions do not apply to development orders to Pichler, neither with regard to software nor to electronic and/or electronic equipment and systems as well as their control. Only in the event that a development order is carried out without a written order, the present General Terms and Conditions shall apply in a subsidiary manner.

2 Offer:

2.1 Offers of Pichler are in principle subject to confirmation.

2.2 All offer and project documents may neither be reproduced nor made accessible to third parties without the written consent of Pichler. They may be reclaimed at any time and must be returned to Pichler immediately if the order is placed elsewhere.

3 Rights of use:

3.1 With the exception of products intended for resale, the Purchaser shall receive with respect to the Software the non-transferable and non-exclusive right to use the Software in compliance with the contractual specification at the agreed installation site. In the case of (main) supplied hardware, this right shall be limited exclusively to use on this hardware; in the case of independent software, it shall be limited exclusively to use on this hardware; in the case of independent software, it shall be limited exclusively to the hardware defined in the contract according to type, number, and installation site. All other rights to hardware and software are reserved by Pichler. In particular, it is prohibited to copy the software, to reproduce the hardware, to change software and/or hardware, to make it accessible to third parties or, in case of use of hardware in connection with the software, to use the software on hardware other than the one delivered by Pichler as the subject of the contract. Pichler undertakes to deliver the product/service free of third-party rights in each case.

3.2 This shall apply in particular also in case of use for operation or control of electronic and/or electronic equipment and systems.

3.3 If the intended use of the software is to include simultaneous use on more than one workstation, this requires the express consent of Pichler.

4 Prices, Taxes, and Fees:

4.1 All agreed prices and fees do not include the sales tax; this will be invoiced separately.
4.2 If fees, taxes, or other charges become due in connection with the transfer of the subject matter of the contract, these shall be borne by the Purchaser.
4.3 All agreed prices are in Euro.

5 Delivery date:

5.1 The prices are ex-works or ex-warehouse of Pichler excluding packaging, loading and VAT. If delivery is agreed for an individual order, this and any transport insurance requested by the Purchaser shall be charged separately, but shall not include unloading and carrying. Packaging shall only be taken back by express agreement.

5.2 Additional services and deliveries as well as repairs shall be charged separately. This includes the analysis and elimination of malfunctions caused by improper handling or errors in the operation or use of the hardware/software or other circumstances for which Pichler is not responsible. Also, the possibly necessary training in the products delivered by Pichler will be charged separately and is not included in the offered prices.

5.3 The place of performance shall be the registered office of Pichler.

5.4 Official approvals and any approvals of third parties required for export shall be obtained by the Purchaser. If such approvals are not obtained in time, the agreed delivery period shall be extended accordingly.

5.5 Pichler shall be entitled to make and invoice partial or advance deliveries. If delivery on call has been agreed upon, the goods shall be deemed to have been called at the latest one year after the order.

6 Payment:

6.1 Invoices issued by Pichler are payable at the latest 10 days after receipt of invoice with a 2% discount, thereafter within 30 days without any deduction and free of charges.

For partial invoices, the terms of payment specified for the overall order shall apply analogously.

6.2 In the case of orders comprising several units or services, Pichler shall be entitled to an invoice after delivery of each individual unit or service.

6.3 Compliance with the agreed payment dates is an essential condition for the execution of the delivery or the performance of the contract by Pichler. Non-compliance with the agreed payments entitles Pichler to stop the current work and to withdraw from the contract. All related costs as well as loss of profit shall be borne by the Purchaser.

6.4 In case of late payment, interest on arrears will be charged in accordance with § 1333 section 2 ABGB (Austrian Civil Code).

6.5 In case of non-compliance with two installments with partial payments, loss of date shall occur.

6.6 The Buyer shall not be entitled to withhold payments due to incomplete total delivery, warranty, or guarantee claims or complaints.

6.7 Discounts or other rebates granted shall be conditional upon the timely receipt of full payment. This applies in particular to discounts on partial invoices.

6.8 Pichler retains title to all goods delivered until full payment of the invoice amounts plus interest and costs.

7 Warranty:

7.1 Pichler is obligated, subject to compliance with the agreed terms of payment, to remedy in accordance with the following provisions any defect existing at the time of handover which is due to a defect in design, material, or workmanship or if the defect is a malfunction of the software which is reproducible.

7.2 The warranty period shall be 24 months unless special warranty periods have been agreed upon for individual delivery items. The warranty period shall commence upon delivery.

If products of third-party manufacturers are resold by Pichler, the duration of the warranty period shall be based on the warranty period of the manufacturer.

7.3 The warranty claim requires that the Purchaser has immediately notified Pichler in writing of the defects that have occurred. He shall make available to Pichler all documents or data available to him and necessary for the assessment of the defect and its causes.

7.4 All costs incurred in connection with the rectification of defects (such as for installation and removal, transport, disposal, travel, and travel time) shall be borne by the Purchaser. For warranty work at the Buyer’s premises, the necessary auxiliary personnel, lifting equipment, scaffolding, and small materials as well as necessary hardware and equipment time shall be provided free of charge.

7.5 Excluded from warranty are such defects which result from arrangement and assembly not effected by Pichler, insufficient equipment, non-observance of installation requirements and conditions of use, overloading of parts beyond the performance specified by Pichler, negligent or incorrect handling and use of unsuitable operating materials. This also applies to defects that are due to material provided by the purchaser. Pichler is also not liable for damages caused by actions of third parties, atmospheric discharges, overvoltages, and chemical influences. The warranty also does not apply to the replacement of parts that are subject to natural wear and tear.

7.6 The warranty shall expire immediately if the Purchaser himself or a third party not expressly authorized by Pichler carries out hardware or software modifications or repairs on the delivered items without the written consent of Pichler. Invoices for this will not be replaced. Remedying defects does not extend the original warranty period.

8 Liability:

8.1 Pichler shall be liable for damages outside the scope of the Product Liability Act only for intent or gross negligence within the scope of the statutory provisions. Liability for slight negligence, compensation for consequential damages and financial losses, savings not achieved, loss of interest, and damages from claims of third parties against the Purchaser are excluded, whereby the Purchaser’s claims for damages are limited to the amount of the respective order value.

8.2 In the event of non-compliance with any conditions for assembly, commissioning and use (such as contained in operating instructions) or the official approval conditions, any compensation for damages shall be excluded. For all assembly instructions, instructions for commissioning and use, the respective version written in German shall be legally binding.

8.3 This shall also apply to the use of the software as well as to the results obtained therewith.

8.4 All claims of the Buyer shall be asserted in court within three years in the event of any other loss of claims unless statutory provisions provide for shorter periods.

9 Final Provisions:

9.1 Should individual provisions of this contract be or become invalid, the remaining content shall not be affected thereby.

9.2 Subsidiary agreements and amendments to these terms and conditions must be in writing in order to be valid.

9.3 Unless otherwise agreed, the legal provisions applicable between fully qualified merchants shall be governed exclusively by Austrian law, even if the order is executed abroad. Any disputes shall be subject exclusively to the local jurisdiction of the court having subject-matter jurisdiction for sales to consumers within the meaning of the Consumer Protection Act, the above provisions shall apply only to the extent that the Consumer Protection Act does not mandatorily provide for other provisions.

9.4 Furthermore, the application of the UNCITRAL United Nations Convention on Contracts for the International Sale of Goods is excluded by mutual agreement.

Status: March 2007 DI Gerhard Pichler, Pichler Medientechnik, Im Gereut 9, A-8051 Graz, Austria