F. Url & Co Gesellschaft m.b.H.
Seering 7
A-8141 Unterpremstätten
DVR-Nr. 0042463
FB-Nr.352289x
HG Graz, VAT-No.: ATU 290 19 200

1. QUALITY

The supplier guarantees high quality goods. If any non-conformity
with design, sample or guarantee appears, this shall be considered as
a defect. Modifications of compounds / recipes / performances are
strictly forbidden, as long as the Purchaser has not approved them
beforehand by letter. The supplier is responsible for not violating any
standards, including EU standards.

2. NOTICE OF DEFECTS

The Purchaser shall not be bond by law or by the supplier to a dead-
line for the notice of defects. He shall have the right to notify hidden
as well as visible defects also after the reselling by other contracting
parties until the expiry of the guarantee and/or the date of expiry.
The supplier shall waive the plea whereupon the goods are con-
sidered approved, unless the notice shall be made immediately
after the discovery.

3. PRODUCT WARRANTY

The supplier shall be liable to the Purchaser as well as to other con-
tracting parties for the agreed quality of the goods. Apart from the legal warranty claims (conversion/reduction) the Purchaser shall have
the right to demand from the supplier immediately and free of charge
to remedy defects or to replace the delivery. The supplier is obliged
to pay all expenses caused during the remedy of the defects or the de-
livery replacement. In case only parts of the delivery are defect, the
Purchaser shall have the right to request an exchange or replacement
of the whole delivery. If the replacement delivery should not be made
immediately, the Purchaser shall be entitled to buy the goods from a
third party at the expense of the supplier. In case of defects in a single
delivery, the Purchaser shall have the right to withdraw from the con-
tract or to waive all further deliveries. In case of a warranty for de-
fective goods, a debit note shall be made and send to the supplier.
It is deemed to be accepted unless it is contradicted by letter within
two weeks after the reception of the debit note. If the Purchaser de-
cides for a conversion or a replacement delivery, the goods, as far as
they could be stored, shall be sent back at the supplier’s risk and ex-
pense or stored for the Purchaser for a period of 20 days. Perishable
goods could be destroyed at the supplier’s expense. The supplier is
liable to the Purchaser, to some of the suppliers or to the contracting
parties supplied by the Purchaser for all direct or indirect damages (including loss of earnings) and claims which arise from a defective
delivery or goods. He is obliged to take out liability insurance at the
appropriate extent. The Purchaser shall have the right to charge
warranty claims for defects of the goods until 6 months from the ex-
piration of the warranty period and / or date of expiry regarding the
ultimate buyer.

4. LEGAL WARRANTY

If the Purchaser finds out that the goods in whole or partly infringe any
rights of other parties, he shall be entitled to withdraw from the contract
and / or to return the already received goods for full compensation. In
any case the supplier is obliged to bear all costs and damages which
arise thereof, including the loss of earnings. Should the Purchaser be
involved in a lawsuit with a third party, the supplier is obliged to sup-
port the Purchaser or his contracting party in the lawsuit without reserve
or, if by the Purchaser requested, to undertake the defence of the lawsuit
as well as all proceedings necessary for the settlement of the lawsuit
in court or out of court. In all cases the supplier shall be liable inde-
pendent from negligence for the costs of the lawsuit as well as for the
damages for third parties. The supplier shall also be obliged to in-
demnify the Purchaser and other contracting parties of the Purchaser
in its entirety. The duty to indemnity shall also come into existence if
the Purchaser and his contracting parties, without decision of the court
approve the right of the third parties on trust.

5. DEFAULT

Should the delivery be delayed and not arrive at the time specified
in the contract, the supplier shall be in default at the time of expiration.
If the supplier should be in default, the Purchaser shall have the right
to insist on the performance of the contract, regardless of supplier’s fault,
and shall be entitled to claim damages for delay also without fixing
an extension of time. The Purchaser shall be reserved the right to re-
turn the goods delivered in delay to the supplier because of unsale-
ableness. In this case the Purchaser shall be paid the purchase price
and any damages resulting there from by the supplier. He shall also
have the opportunity to waive a supplementary delivery and to request
either a compensation for the damages resulting from the default de-
livery or to withdraw from the contract.

6. PENALTY

If the supplier should be in default, he shall pay a penalty in the
amount of overall 5 % of the purchase price per week. In case the date
of delivery shall be postponed by mutual consent, the penalty shall
be due to the originally specified time of expiration.

7. DELIVERY IN ADVANCE

The Purchaser shall have the right to send the goods back which were
delivered in advance or to store them.

8. PRODUCT LIABILITY

Should the Purchaser or any other contracting party be claimed against
product liability, the supplier shall be obliged to defend them and hold
them harmless against all claims. The supplier shall be obliged to take
out liability insurance at the lump-sum coverage of E 7 millions at
minimum per person / damage. The amount of cover does not limit
the liability.

9. MATURITY OF PURCHASE PRICE CHARGE

The purchase price charge becomes due – except other proved claims
of guarantee of law and goods – within 30 days after receiving the goods
and the invoice.

10. Change of contract

Any changes to the contract shall only be made by written order.

11. 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.

12. 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 purchase are a translation of the
German conditions (“Allgemeine Einkaufsbedingungen”) of F. URL &
Co Ges.m.b.H. This translation is provided for the information and
benefit of its customers. Should any doubts arise as regards the
interpretation of these general conditions of purchase, the German
text shall be authoritative and shall prevail in all respects.