F. Url & Co Gesellschaft m.b.H.
Seering 7
A-8141 Unterpremstätten
DVR-Nr. 0042463
FB-Nr. 35289x
HG Graz, VAT-No.: ATU 290 19 200

1. GENERAL

These terms and conditions of sale set down herein shall apply to all
future contracts with F. URL.

2. DEFAULT OF PAYMENT/CHARGING/RETENTION/DEFAULT OF
ACCEPTANCE

2.1. Should the contracting party default on its payments, F. URL shall be
entitled to charging default interest up to the legal amount. In case
F. URL was charged with a higher interest rate, it reserves the right to
charge that higher interest rate.
2.2. In case F. URL finds out about circumstances after the conclusion of the
contract which result in the credit unworthiness of the contracting party
(particularly default of payment, suspension of payment, adjudica-
tion in bankruptcy, composition in bankruptcy or reorganisation) and
the contracting party does not provide immediately security on request
(i.e. bank guaranty, letter of credit, guarantee bond etc.) for the current
costs of the performance of F. URL, F. URL shall have the right to claim
damages for non-performance or to withdraw from the contract. F. URL
is entitled to thereafter withdrawing from all its current contracts. Any
legal regulations are left untouched. The contracting party cannot
charge its claims unless these were accepted in writing by F. URL or
made by court. The right of retention shall only be practised by the
contracting party if the cross claim arises out of the same contractual
relationship.
2.3. Should the contracting party be in default of acceptance, F. URL shall
have the right to carry out a resale according to § 373 paragraph 2
of the Code of Commerce (HGB).

3. PERFORMANCE OF THE CONTRACT/TERMS OF DELIVERY/
DEFAULT

3.1. F. URL shall not be liable for granting permission of a third party, if
necessary, particularly authorities. In addition F. URL shall not be liable
for performances which comply with the standards of a third party,
particularly regulations under public law. This shall not apply to Aus-
trian regulations concerning food. The contracting party is indentured
to place freight and customs documents at F. URL’s disposal. Should the
contracting party fail in doing this or with delay, it shall be liable for all
damages (i.e. differential, differences in customs) which result or have
resulted out of this.
3.2. In case it is the duty of the contracting party to dispatch the goods, the
terms of delivery are kept as F. URL has shown willingness to dispatch
until the end of the delivery period.
3.3. All dates agreed upon shall also be postponed in case of default be-
cause of unforeseeable events which could not be prevented by F. URL
(force majeure). This shall apply regardless whether F. URL or its subcon-
tractors might be affected by these events. F. URL shall immediately notify
its contracting party. In case of unforeseeable events, which could not
be prevented despite the utmost care, and in case of the impossibility
of performance which resulted out of this, F. URL shall immediately in-
form the contracting if it wishes to withdraw from the contract.
3.4. In case F. URL defaults, it is only liable according to the binding law.
3.5. The contracting party is obliged to accept defective performances at
first and to take the risk of deterioration. All rights of guarantee are left
untouched. If the goods are sent back by the contracting party, the risk
of destruction of goods and deterioration shall pass to the contracting
party as soon as the goods are dispatched by F. URL also with part ship-
ments. This applies whether the delivery is made from the place of
performance or another place and independent from who is to commute
the freight charges and who is to transport the goods to the purchaser
or to a carrier. If the goods are ready to dispatch or delivered and
the delivery or acceptance delay without F. URL’s fault, with the delivery
of the note of dispatch or the delivery the risk passes to the purchaser.
3.6. All cost predictions obtained by F. URL for the contracting party are
subject to changes without notice.
3.7. According to this contract all payments shall be made in advance.

4. WARRANTY

4.1. Should F. URL’s performance be defective, it is entitled to a replacement
delivery of the defective goods. The same warranty conditions shall be
applied. Only if the replacement is also defective, the client shall have
the right to withdraw from the contract or to require a reduction of the
purchase price.
4.2. The purchaser shall only have the right to warranty claims if he im-
mediately and if possible before unloading examines the goods for
defects and if he immediately informs F. URL of complaints in writing.
4.3. Only if the goods are not unloaded at the time of notice, F. URL shall
have the right to demand examination before unloading. Any defects
which were not discovered during this examination shall be reported
to F. URL within one week. All notices of defects shall be written to be-
come valid. The contracting party is obliged to store the goods properly
and in case of defects (warranty claims) to provide proof of the proper
storage by a sworn expert.
4.4. Any further warranty claims are excluded, as far as allowed by law.
4.5. The limitation period for asserting defects of moveable things shall be
6 months.

5. LIABILITY

5.1. Claims for compensation shall only be allowed by F. URL as far as they
are based on binding law. Any further claims are strictly excluded.
5.2. Where the liability of F. URL is limited or excluded, this shall also apply
for the personal liability of staff, representatives and employees.

6. RETENTION OF TITLE

The delivered goods shall remain the property of F. URL until the pay-
ment of all debts arising out of the contractual relationship. The suspension
of single debts of a current invoice as well as balancing and its appro-
val do not interfere with the retention of title.

7. SEVERABILITY

In case of legal invalidity of single contractual regulations, all other
regulations shall still be valid. Invalid regulations shall be replaced
by regulations which act correspondent to the economic scope of
F. URL. The same shall apply in case of a lack.

8. APPLICABLE LAW AND JURISDICTION

For all disputes arising out of the contractual relationship, the parties
agree to the jurisdiction of the International Chamber of Commerce.
The official language is German. The place of jurisdiction is Graz.
The Austrian statutes of the Law shall be applied.

Important notice

These general conditions of sale are a translation of the German con-
ditions (“Allgemeine Verkaufsbedingungen”) of F. URL & Co Ges.m.b.H.
This translation is provided for the information and benefit of our cus-
tomers. Should any doubts arise as regards the interpretation of these
general conditions of sale, the German text shall be authoritative and
shall prevail in all respects.