General Conditions

GENERAL CONDITIONS PURCHASE

1. General

1.1. The following conditions apply to our inquiries and orders, unless agreements to the contrary are made in writing. The vendor’s conditions of delivery are binding for us only when we expressly accept these in writing.

1.2. Offers and consultation from the vendor are free of charge and not binding for us but binding for the vendor. The latter commits to seeking sufficient information about details which may influence the handling of the object of inquiry or order.

1.3. Our conditions of purchase also apply when we unreservedly accept the delivery in the knowledge any contrary or differing or additional conditions of the vendor.

2. Placing orders

2.1. Orders are only legally valid when given on our stationery, signed by the firm.

2.2. In principle, verbal, telephone, electronic or faxed orders in advance must be confirmed by us in writing unless the fax or emailed order includes a direction that no written order is necessary.

2.3. Changes and/or additions can only be agreed in writing.

3. Confirmation of orders

3.1. Every order must be confirmed giving our order number in full. The order counts as recognised unreservedly when the vendor recognisably begin to meet the order after receiving the written order.

4. Prices

4.1. Prices are fixed prices according to DDP in the current version of Incoterms. In the absence of a written agreement to the contrary the price includes free packaging and delivery.

4.2. In the case of prices and conditions not being prescribed on our order but quoted to us later, they will not become valid until accepted by us in writing.

4.3. Goods must be correctly packaged as is usual for the trade, suitable for the purpose and appropriate for transport. The return of loose articles is made at the cost and risk of the vendor.

5. Delivery date

5.1. The prescribed delivery date – arrival of the goods at their destination – must be kept to time; in the case of delays we have the right to demand compensation due to the delay or due to failure to keep to the contract and we have the right to withdraw from the contract. A delivery before the due date can only be made with our agreement. The time periods in question begin with the date originally agreed.

5.2. For every week begun beyond the due date of delivery we have the right to impose a penalty on the vendor of 1% of the worth of the total order. Compensation for losses in the case of further damages is not ruled out. We are not obliged to remind the vendor of any delay. A penalty for delay is not imposed when the delivery is either wholly or partly accepted without reservation and/or paid for.

5.3. If a punctual delivery is not possible due to acts of higher authority or due to belated arrangements by us, we must be informed immediately in writing. Otherwise no request to postpone the delivery can be considered. In the case of a justified request to postpone the delivery date, the new date must be agreed in writing. Should this date be passed, the conditions originally agreed apply.

5.4. Acts of higher authority are interpreted as unavoidable events which could not be foreseen by the contractual party at the time of contract and which prevent the party from fulfilling their contractual duties. All forms of war and natural disasters count as acts of higher authority. The following do not count as acts of higher authority: strikes, manufacturers’ faults, spoilt moulds, failure of utilities, delay due to sub-suppliers etc.

6. Directions for dispatch

6.1. If not otherwise agreed in writing, delivery must be made to the destination insured for transport, duty-paid and free of packing charge. In principle the vendor bears the risk of transport. The vendor must pack and load the goods responsibly and correctly.

6.2. Our directions for dispatch must be followed exactly. Any damages or costs arising from not following the directions or conditions agreed for dispatch (e.g. overweight load, parking, customs duties) will be met by the vendor. Should we omit directions or conditions for dispatch, the means of transport of best value to us should be chosen.

6.3. The dispatch notice should be sent to us immediately on completion of each single package. The package should be accompanied by a package label and the dispatch notice. The following details should be given in the dispatch notice and on the package itself: our order number and position in full, contents, the number in running of the package, the usual emblem label, net and gross weight and the measurements of the package. Labelling directions must be followed.

6.4. Deliveries of paid goods which are not duty paid must be accompanied by the relevant customs documents, certificates of origin if necessary, certificates for transported goods etc.

6.5. Deliveries from abroad to us must be preceded by invoices.

6.6. In deliveries exceeding weight restrictions the vendor is obliged to obtain LU permission from the relevant rail or road authorities at least 6 weeks before dispatch.

6.7. In the case of incorrect dispatch documents, we reserve the right to return them at the cost of the vendor and /or demand compensation for any arising costs.

6.8. Costs arising from not following the directions for dispatch will be borne by the vendor.

7. Rejects / Mistaken deliveries

7.1. On deliveries of mistakes or rejects we reserve the right to insist on a delivery of replacements or, as a refund, to refuse payment. The transport of replacement goods and the return of rejected goods or mistaken deliveries will follow at the risk and cost of the vendor.

7.2. Should we subsequently suffer losses, the vendor must offer full compensation.

8. Acceptance of delivery

8.1. The legally valid acceptance of delivery can be dated from our inspection of the whole delivery to the end client, even when we have confirmed its arrival and/or paid the bill. We therefore reserve the right to find fault later with the goods.

8.2. If the delivery fails to meet agreements, usual trade conditions or safety measures, we have the right to withdraw the order and obtain replacements at the cost of the vendor.

9. Guarantee

9.1. The vendor guarantees the goods are fit for purpose, constructed for the particular purpose according to the newest technology, composed of perfect materials, of high quality and reliable characteristics. The guarantee covers function, performance and completeness. The vendor guarantees for two years that they will either offer to replace free of charge, including (dis)assembly charges to the destination or display either any part which has proved inoperable, faulty or damaged or reimburse us for losses due to inoperable, faulty, or damaged goods. In urgent cases we have the right to obtain superior or replacement goods at the cost of the vendor or via third parties. In the case of exchanged or improved goods the full guarantee runs from the date of operation of the new goods.

9.2. The vendor is obliged to deliver replacement and new-for-worn parts for the goods delivered for 10 years from delivery at the usual market prices. Alternatively, the vendor must take care to find the relevant replacement. Should the vendor cease delivery of replacement parts, the buyer has the opportunity to make a last order.

9.3. By accepting the order the vendor announces expressly they are not liable for any rights, especially protective rights of third parties. If the rights of a third party are upheld, the vendor commits to finding us free of blame and compensating us in full for any arising losses.

9.4. The vendor moreover is responsible without limits for any losses caused by them.

9.5. To safeguard all contractual claims on the guarantee a suitable security deposit can be requested from the vendor until the expiry of the warranty. Unless otherwise agreed, 10% of the worth of the contract can be withheld from payment of the final bill as an interestbearing deposit which can be redeemed by the vendor by setting a correspondingly high backlet guarantee.

10. Cancellation / Adjournment

10.1 We have the right to withdraw in part or in whole from the contract even if the vendor is not at fault. In such a case we are obliged to pay the vendor the proportional contract price for deliveries and services already made and, moreover, to reimburse the direct costs proved to ensue from deliveries and services in process and/or the cancellation of sub-contracts. After withdrawal is announced, the vendor is obliged to make every effort to keep any costs payable by us as low as possible. The vendor cannot enforce any further claims, for any legal justification.

10.2 We have the right to cancel an order immediately when bankruptcy proceedings or compensation is applied to the assets of the vendor. We have the right at any time to receive from the handling of our order any material paid for, engineering or crafted parts of our choice at the usual trade prices.

10.3 We have the right to demand from the vendor at any time a pause in carrying out the order further. In such a case the vendor must point out to us the ensuing consequences and offer us the economically best possible changes in further deadlines connected with the project. On adjournments of up to 3 months max. the vendor will make no demands.

11. Invoices

11.1. All invoices must be drawn up according to the necessary criteria and simply handed in, unless otherwise agreed. In no case may the invoice accompany the delivery. The order number and position must be given as well as all other order data and the date of dispatch. Invoices for services must be accompanied by receipts. One invoice may not list several orders. We reserve the right to return invoices which do not follow our guidelines. In this case, invoices do not count as valid until properly set out and sent.

12. Payment

12.1. Payments must be made, unless otherwise agreed, within 14 days minus 3% discount or net within 60 days of delivery and receipt of the invoice. If the delivery is unsatisfactory, payment will not be made until the fault is rectified. Should the agreed documentation and/or certificates be missing at the due date for payment, the delivery counts as not made and payment will follow the presentation of the missing documents.

12.2. The vendor declares themselves in agreement with a mutual settlement of claims and responsibilities of every kind.

12.3. Payment in cash will not be accepted unless otherwise agreed in advance.

12.4. Assignments shall require our written consent.

13. Reservation of title

13.1. The goods ordered by us undergo further work in our products, which annuls the reservation of title. Should the receipt for the order or the invoice nevertheless contain a reservation of title, these are ineffective even without our express objection.

14. Order documents

14.1. Information given in our inquiries or orders, drafts and drawings enclosed, models provided by us and other similar items remain our property and may not be used for other purposes without our written permission. They must be returned with the offers or after successful completion of the order. No fee will be granted for the preparation of offers, plans etc.

14.2. The order and all associated information, documents etc. are to be treated in confidence and may not be passed on to third parties. Violation of this condition makes the vendor liable to pay compensation.

14.3. We may request later changes to the delivery or extent of delivery, e.g. in models ordered or number, if special operational circumstances demand it and the changes are usual in the trade and feasible for the vendor. If the buyer’s changes alter the basis for pricing the service outlined in this contract, a new price will be agreed to accommodate the higher or lower costs involved. This agreement must be made before meeting the order.

14.4. Attachments to the order of a technical or business nature form an integral part of the order.

14.5. If the order documents contain contradictory directions, the following rank order applies:

14.6. The use of the order for advertising purposes is permitted only with our written acceptance. The vendor has no right to cite as a reference whole documents to which he has contributed significant parts.

15. Headquarters

15.1. The destination and payment for the delivery is, if not otherwise given, our headquarter in Vienna.

16. Court of jurisdiction / law applicable

16.1. Court of jurisdiction for the contractual parties is agreed to be Vienna. In addition to the conditions on ordering, solely Austrian law applies. The application of the UN-sales (Vienna Convention on the Sale of Goods) law is ruled out.

16.2. In the case of single conditions of the contract becoming inoperable, the remaining are upheld.

17. Severability Clause

17.1. In the case of the invalidity of single conditions of the contract, the lawful validity of the whole is upheld. The place of the invalid directive will be taken by the legal condition best able to fulfil the same purpose.

GENERAL TERMS OF DELIVERY

(Of the Austrian Association for the Machine-Building and Steel Construction Industry of 01 January 2002)

The present General Terms of Delivery have primarily been drafted for legal transactions between companies. If, in exceptional cases, they are used as a basis for legal transactions with consumers, as defined in § 1, paragraph 1, item 2 of the Consumer Protection Act, Federal Law Gazette No. 49/1979, they shall only apply to the extent that they do not conflict with the provisions of the first main section of the aforementioned law.

It is mutually agreed that the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April1980, Federal Law Gazette No. 1988/96, is expressly excluded.

1. Introduction

1.1 Unless the contracting parties have expressly agreed otherwise in writing, the present General Terms of Delivery shall apply.

1.2 The below provisions on the delivery of goods shall also apply mutatis mutandis to performances.

1.3 The Terms of Assembly of the Austrian Association for the Machine-Building and Steel Construction Industry shall additionally apply to assembly projects.

2. Making of a Contract

2.1 A contract shall be deemed to have been made if Seller has sent a written order confirmation upon receipt of an order and if there is no evidence that Buyer has opposed it within ten days.

2.2 Seller shall confirm in writing any modifications of and amendments to a contract in order to make these valid. Seller shall be bound by Buyer's conditions of purchase only if Seller has accepted them separately.

2.3 In the event that import and/or export licences or foreign-currency permits or similar authorizations are required for the performance of a contract, the party responsible for obtaining such documents shall make every reasonable effort in order to obtain the necessary licences or permits in due time.

3. Drawings and Documents

3.1 The data on weights, measures, content, prices, performances, or alike, as contained in catalogues, brochures, circular letters, advertisements, pictures and price lists, etc. shall only be definitive if the cost estimate and/or order confirmation expressly refers to them.

3.2 Drawings, design drafts, cost estimates and other technical documents, which may also be part of the cost estimate, as well as samples, catalogues, brochures, pictures and alike shall always remain the intellectual property of Seller. Any use, copying, reproduction, dissemination and transfer to third parties, and any publication and presentation thereof may only be effected with the express approval of the owner.

4. Packaging

4.1 Unless other arrangements have been agreed upon

5. Passage of Risk

5.1 Unless otherwise agreed, the goods shall be deemed to have been sold "ex works" (EXW) (ready for collection).

5.2 Furthermore, the INCOTERMS shall apply in the version valid on the date when a contract is signed.

6. Period of Delivery

6.1 In the absence of any other agreement, the period of delivery shall begin at the latest of the following dates:

6.2 Seller shall have the right to make partial or advance deliveries.

6.3 If a delivery is delayed on account of a circumstance on Seller's part that constitutes a reason for relief according to Article 14, a reasonable extension of the period of delivery shall be granted.

6.4 If Seller has caused a delay in delivery, Buyer may either demand the performance of the contract or withdraw from the contract, granting a reasonable
respite.

6.5 If the respite according to Article 6.4 is not used, due to Seller's negligence, Buyer may withdraw from the contract by means of a written notice, regarding all undelivered goods. The same shall apply to delivered goods which, however, cannot be used appropriately without the outstanding goods. In this event, Buyer shall have the right to be refunded any payments made for the undelivered goods or for the goods that cannot be used. Moreover, in the event that the delay in delivery is due to a gross negligence on Seller's part, Buyer shall be entitled to a refund of any justified expenses that Buyer has had to incur up to the dissolution of the contract and which cannot be used for any further purpose. Buyer shall return to Seller any delivered goods and the goods that cannot be used.

6.6 If Buyer does not accept the goods supplied under the contract in the contractually agreed place or at the contractually agreed time, and if the delay is not due to any action or omission on Seller's part, Seller may either demand the performance of the contract or withdraw from the contract, granting a respite. When the goods have been segregated, Seller may store the goods at Buyer's cost and risk. Seller shall also be entitled to claim a refund of any justified expenses that Seller had to incur in connection with performing the contract and that are not covered by the payments received.

6.7 Any other claims of Buyer against Seller for Seller's delay than those listed in Article 6 shall be precluded.

7. Acceptance Test

7.1 If Buyer wishes to have an acceptance test made, such a test shall be agreed expressly in writing with Seller when entering a contract. Unless otherwise agreed, the acceptance test shall be made at the place of manufacture, or at a place to be indicated by Seller respectively, during the normal working hours of Seller. In this connection, the general practice of the industry in question shall govern the acceptance test. Seller shall inform Buyer in due time of the acceptance test so that Buyer may be present during the test, or may be represented by an authorized representative respectively. If the delivery item proves to be contrary to the contract during the acceptance test, Seller shall remedy any defect immediately and produce the contractual condition of the delivery item. Buyer may ask that the test be repeated only in cases of a major defect. An acceptance record shall be drawn up following the acceptance test. If the acceptance test has demonstrated that the delivery item has been manufactured according to contract and operates properly, the two contracting parties shall confirm this at any rate. If Buyer or Buyer's authorized representative is not present during the acceptance test, in spite of having been informed thereof in due time by Seller, only Seller shall sign the acceptance record. In any event, Seller shall send Buyer a copy of the acceptance record, the correctness of which Buyer may not contest, not even in those cases where Buyer or Buyer's authorized representative was unable to sign it for lack of attending the test. Unless otherwise agreed, Seller shall bear the costs for performing the acceptance test. Buyer shall, however, bear any costs incurred by Buyer or Buyer's representative in connection with the acceptance test, such as, for example, travel expenses, per diems or similar expenses.

8. Prices

8.1 Unless otherwise agreed, all prices shall be ex works of Seller, without loading.

8.2 The prices shall be based on the costs at the time of the quotation, unless otherwise agreed. In the event that costs change during the period until delivery, these changes shall be in favor, or at the expense of Buyer respectively.

9. Payment

9.1 The payments shall be made in keeping with the agreed conditions of payment. Unless specific conditions of payment have been agreed upon, one third of the price shall be due upon receipt of the order confirmation, one third after half of the delivery period has lapsed, and the rest upon delivery. Irrespective of the foregoing, the value-added tax included in the invoice shall be paid within 30 days after the invoice date, at the latest, in all events.

9.2 Buyer shall not have the right to withhold payments due to warranty claims or any other counter-claims that Seller has not accepted.

9.3 If Buyer defaults on one of the agreed payments or any other performance, Seller may either insist on the performance of the contract and

9.4 In all events, Buyer shall refund to Seller the dunning charges and collection costs which constitute a further damage caused by the delayed performance.

9.5 If Buyer has not made the payment due or provided any other performance within the respite according to 9.3, Seller may withdraw from the contract by means of a written notice. Buyer shall return to Seller, upon Seller's request, any delivered goods and compensate Seller for any reduction in the value of the goods that has occurred, as well as refund to Seller all justified expenses that Seller had to incur in connection with the performance of the contract. Regarding undelivered goods, Seller is entitled to make available to Buyer the completed parts, or the parts with incipient processing respectively, and ask
for a pro-rated part of the sales price.

9.6 The contracting parties agree mutually that the rights and obligations covered by the contract shall not be affected by the introduction of the euro. Payment obligations, especially the established values of the money shall be deemed to have been agreed in euro as soon as the euro has become the only acceptable means of payment. In all events, any conversion will be made on the basis of the officially established exchange rates. It is mutually agreed that the conversion to the euro neither creates a right to terminate, to withrdaw from or to contest the contract, nor a claim for damages or modification of the contract.

10. Reservation of Ownership

10.1 Seller shall reserve the ownership in the object sold until Buyer has met all financial obligations. Seller is entitled to document Seller's ownership on the outside of the delivery item. Buyer shall comply with the required formal regulations to safeguard the reservation of ownership. In case of an attachment or any other recourse, Buyer shall be obliged to claim Seller's ownerhip and to inform the latter without delay.

11. Warranty

11.1 Subject to the below provisions, Seller shall undertake to remedy any defect affecting the fitness for use which is due to a deficiency in design, material or workmanship. Seller shall also be responsible for any defects concerning expressly requested properties.

11.2 The above obligation shall only apply to such defects that appear within a period of one year, when working a one-shift operation, as of the passage of risk, or as of the completed assembly, in case of a delivery with assembly respectively.

11.3 Buyer may claim the present article only if he informs Seller in writing and without delay of any defects that have appeared. The arrangements on presumption according to § 924 of the Austrian General Civil Law Code are excluded. Once Seller has been informed of defects in this way, Seller shall - if the defects must be remedied according to the provisions of the present article - at Seller's choice:

11.4 If Seller arranges for the defective goods or parts to be returned to Seller for the purpose of reworking or replacement, Buyer shall bear the costs and the risk of the transport, unless otherwise agreed. The re-shipment of the reworked or replaced goods or parts to Buyer shall be at Seller's costs and risk, unless otherwise agreed.

11.5 The defective goods or parts, which are replaced according to the present article, shall be at Seller's disposal.

11.6 Seller shall only refund any costs for remedying a defect, undertaken by Buyer himself, if Seller has agreed to this procedure in writing.

11.7 Seller's warranty obligation shall only apply to defects that appear when observing the applicable operating conditions and putting the item to normal use. His obligation shall, in particular, not apply to defects that are due to inadequate installation on the part of Buyer or Buyer's representative, inadequate maintenance, inadequate repairs or modifications undertaken by other persons than Seller or Seller's representative without the written agreement of Seller, normal wear.

11.8 Seller shall be liable for those parts of the goods that Seller obtained from subcontractors prescribed by Buyer only to the extent of Seller's own warranty claims vis-à-vis the sub-contractor. If Seller produces items on the basis of Buyer's design data, drawings or models, Seller's liability shall not extend to the accuracy of the design but as to whether the workmanship complies with Buyer's instructions. In such cases, Buyer shall keep Seller harmless and free from any court action, in the event of an infringement of proprietary rights. When accepting repair jobs or reworking or modifying old as well as third-party goods, or when delivering second-hand goods, Seller shall not accept any warranty.

11.9 As of the beginning of the warranty period, Seller shall not accept any liability that extends beyond the scope defined in the present article.

12. Liability

12.1 It is expressly agreed that Seller shall not be liable to Buyer for damages in the event of personal injuries, or for damage to goods that are not the subject of the specific contract, as well as for other damage and loss of profit, unless the circumstances of a specific case reveal that Seller acted with gross negligence. The reversal of the burden of proof according to § 1298 of the Austrian General Civil Law Code is excluded.

12.2 The purchased object provides only that level of safety that may be expected on the basis of the registration provisions, the operating instructions, Seller's rules on the handling of the purchased object - especially with regard to any possible inspections - and other instructions given.

12.3 For cases of Seller's minor negligence, the damages are limited to 5% of the order amount, or EUR 727,000 as a maximum, unless Article 12.1 applies.

12.4 All claims for damages due to defects in deliveries and/or performances must be filed in court within one year after the expiry of the contractually agreed warranty period if Seller does not expressly accept the defect; otherwise all claims become extinct.

13. Consequential Damage

13.1 Subject to any provisions of a different effect in the present Terms, Seller's liability vis-à-vis Buyer shall be precluded for any standstill in production, loss of profit, loss of use, loss of contract or any other economic or indirect consequential damage.

14. Reasons for Relief

14.1 The parties shall be released in part or in toto from the timely performance of the contract if they are prevented by events of force majeure. Events of force majeure shall solely be such events that the parties are unable to foresee and avoid and that are beyond their domain. However, strike and industrial dispute shall be considered to be events of force majeure. A Buyer affected by an event of force majeure may, however, only claim the existence of force majeure if Buyer informs Seller without delay, at the latest, though, within 5 calendar days, about the onset and anticipated end of an obstruction, by sending by registered mail a statement, confirmed by the respective government authority or chamber of commerce of the delivery country respectively, on the reason, the anticipated effects and the duration of the delay. In the event of force majeure, the parties shall make every effort to remove, or to mitigate respectively, the difficulties and the anticipated damage, as well as to keep the respectively other party continuously informed thereof; otherwise they shall be liable to pay damages to the respectively other party. Deadlines or dates that cannot be observed on account of events of force majeure shall be extended by the duration of such events of force majeure, as a maximum, or, if applicable, by a period to be determined by mutual consent. If a circumstance of force majeure prevails by more than four weeks, Buyer and Seller shall seek a solution for handling the technicalities of its effects by means of negotations. If no solution can be reached by mutual consent, Seller may withdraw from the contract in part or in toto.

15. Data Protection

15.1 Seller shall have the right to store, to communicate, to process and delete person-related data of Buyer in the framework of their business relations.

15.2 The parties shall undertake to keep absolutely confidential vis-à-vis third parties any knowledge obtained in the course of their business relationship.

16. Place of Jurisdiction, Applicable Law, Place of Performance, Language

16.1 The place of jurisdiction for all disputes arising directly or indirectly from a contract shall be the relevant Austrian court with competences for Seller's principal place of business. Seller may, however, also resort to the court with jurisdiction for Buyer.

16.2 The parties may agree that an arbitral tribunal has jurisdiction.

16.3 Contracts shall be subject to Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980, Federal Law Gazette No. 1988/96.

16.4 Seller's principal place of business shall be the place of performance for deliveries and payments, also in the event that the transfer is agreed to be in a different place.

16.5 In the event of disputes arising from the present certified translation of the contract, the German text shall prevail.

TERMS OF ASSEMBLY

(Of the Austrian Association for the Machine-Building and Steel Construction Industry July 1999)

The present Terms of Assembly have primarily been drafted for legal transactions between companies. If, in exceptional cases, they are used as a basis for legal transactions with consumers, as defined in § 1, paragraph 1, item 2 of the Consumer Protection Act, Federal Law Gazette No. 49/1979, they shall only apply to the extent that they do not conflict with the provisions of the first main section of the aforementioned law. Austrian substantive law shall apply. It is mutually agreed that the UN law of sales shall not apply.

1. Binding Character of the Terms of Assembly

Assemblies and the assignment of assembly technicians shall only be made according to the below conditions which shall be deemed to have been accepted when an order is placed and which shall be binding upon Contractor and Customer. Any deviating agreements on individual items shall expressly require the written confirmation of Contractor.

2. Material Supplies

The materials required for the performance of the works and the costs of their transport to the work site shall always be borne by Customer.

3. Working Times

The respectively applicable statutory weekly working hours shall be deemed to be the normal working times; the time schedule shall be guided by Customer's internal regulations.

4. Assembly Charges (Hourly Rates)

5. Remuneration for Sundays and Holidays

If work is done on a statutory holiday, the working hours and any possible extra hours shall be invoiced. When no work is done, only the agreed expense allowance for field assembly projects shall be invoiced for Saturdays, Sundays and statutory holidays. If no work is done on account of a national or other holiday customarily celebrated by the plant or at the assembly location, the holiday remuneration shall be calculated at those rates for the number of hours that the assembly technician would have worked if this had been a working day.

6. Interruption of Work

7. Surcharges on the Hourly Rate

For work performed under aggravating circumstances (such as damage to health, dirt, danger, adverse weather conditions, etc.) as well as in case of shift and night shift work, the respective rates indicated in the Annex will be charged.

8. Surchages on Field Work (Daily Allowance) and Accommodation

a) Unless the Annex does not contain any other arrangements, those amounts shall apply that are contained in the respectively applicable framework collective bargaining agreement of the Austrian Association for the Machine-Building and Steel Construction Industry.

b) In the case of assembly projects where the assembly technicians cannot return to the plant performing the assembly job every day, the rates listed in the Annex shall be charged for every day of absence from the plant.

c) If Customer provides reasonable accommocation, no overnight rate will be charged. If the actual accommodation costs exceed the overnight rates indicated in the Annex, the actual accommodation costs, including value-added tax, shall be charged.

9. Travel Time, Travel Expenses and Travel Fares

The travel time - including the prepations for a trip, up to a period of 5 hours each for the journey in each direction - shall be charged as normal working time. The actual costs of travel for the assembly staff, as well as for the transport of the tools, and the procurement of passports and visa shall be borne by Customer.

10. Preparations by Customer

Customer shall make all necessary preparations and take all necessary measures at Customer's expense and risk, both in due time before the agreed start of the assembly work and during their performance, regarding staff and material, that are necessary for a proper start of the assembly work, their performance without any obstructions and their proper completion. Unless Contractor issues special instructions in this connection, the foregoing shall include, in all events, the necessary structural preparation of the assembly site, the provision of the necessary devices, tools, equipment, changing and sanitary facilities and other working utensils, the necessary materials, ancillary and auxiliary materials, the provision of the required ancillary staff, etc. All provisions which Contractor has to make in this connection shall be charged separately. Since Contractor only has to provide the usual hand tools, the use of any other special tools and special appliances, which Contractor has to provide if Customer fails to make these provisions, will be invoiced separately on the basis of a separate agreement, in addition to the transport costs in both directions.

11. Customer's Obligation to Provide Insurance and Supervision

Customer shall provide adequate supervision for the work utensils provided by Contractor and the personal belongings of the assembly staff, and Customer shall be liable for them until the assembly work is finished, or until the work utensils and personal belongings are removed and shipped away. In the event of damage, destruction or loss of the working utensils and personal belongings, Customer shall be liable, also in the event of force majeure. Customer shall provide all safety instructions and any further references to dangers, as well as all precautions relating to the prevention of fires.

12. Documentation

Unless otherwise agreed, the contracting parties shall also write daily progress reports. Contractor shall record, on a continuous basis, all important facts relating to the contractual performance, such as weather conditions, level of staff and equipment, material deliveries, performance progress, quality and operating tests, administrative work as well as all other circumstances. The reports shall list all events at the performance site, especially those that may essentially affect the workmanship of the performance, as well as all observations that may not, or only partly, be made meaningfully at a later date. Upon Customer's request, these daily progress reports shall be shown to Customer, and Customer may inspect them at the performance site on every working day. In such an event, Customer shall confirm the inspection in writing. All entries shall be deemed to have been accepted by Customer if Customer does not protest against them in writing within two weeks after Contractor has made an entry.

13. Liability

Contractor shall be liable for the diligent and proper performance of the work to be performed by Contractor's assembly staff. Contractor does not accept any liability beyond the aforementioned one, especially not for indirect consequential damage. Contractor shall not assume any liability for any staff or temporary staff provided by Customer, nor for any third parties.

14. Additional Work Due to Imminent Danger

Customer's approval shall be deemed to have been provided for such performances that became necessary for the fulfilment of a contract and where it was impossible to obtain the approval of Customer due to an imminent danger. Customer shall, however, be informed without delay of the performances made without Customer's order. Since these are necessary performances provided by Contractor, Customer shall acknowledge them and also reimburse them. Contractor shall invoice such performances separately. The additional expenses shall be listed in detail.

15. Work Records and Acceptance of Assembly

Work In all events, Customer shall acknowledge on a weekly basis the working times worked by Contractor's assembly staff. The work records will be taken as a basis for the assembly invoices. Customer is responsible for acknowledging to the assembly technicians on the final work record the completion and acceptance of the work. Minor defects and reworkings shall not relieve Customer from this obligation. Contractor shall inform Customer in writing that the works are ready for acceptance. This notice shall contain a date for the acceptance test, which should provide customer with adequate time to prepare for the test, or to be represented at the test respectively. Any costs arising from the acceptance test (staff costs, equipment items, material costs, auxiliary means) shall be borne by Customer. If Customer has been informed by Contractor in time of the date of the acceptance test and if Customer cannot meet the date, or be represented respectively, the test shall be deemed to have been completed successfully on the date that is indicated as acceptance test date in Contractor's notice. Unless otherwise agreed, the acceptance test shall be made during normal working hours. Contractor shall draw up a record of the acceptance test.

16. Time Limits

If Contractor is in a position to anticipate that he will not be able to complete a project in time, Contractor shall inform Customer thereof without delay and in writing, indicating at the same time the prospective completion date, if possible. Contractor shall be entitled to an adequate extension of the completion date if the delay is due to

17. Conditions of Payment

Customer shall pay to Contractor upon Contractor's request, both before staff is dispatched and in the course of the assembly work, reasonable payments on account, or part payments respectively, which shall be accounted for subsequently. The assembly invoice shall be due for payment immediately upon presentation of the invoice, in cash and without any deduction. If the assembly work lasts for more than one month, Contractor shall issue interim invoices every four weeks, which Customer shall pay. It shall be inadmissible to retain payments for reason of warranty claims or other counter-claims of Customer that Contractor has not accepted.

18. Place of Jurisdiction, Applicable Law, Place of Performance, Language