General terms of delivery and conditions, company Teamension

1. Scope

These general terms apply to legal transactions between companies regarding
the delivery of goods, and analogously also to the provision of services.
1.2 Changes of terms under item 1.1 are invalid unless they have been explicitly
accepted in writing by Teamension.
1.3 These General Terms and Conditions shall also apply to any future contractual
relationships even if these General Terms and Conditions are not expressly referred
to in collateral contracts.
1.4 Any conflicting General Terms and Conditions on the part of the Principal shall
be invalid unless they have been explicitly accepted in writing by Teamension.
1.5 If any provision of these General Terms and Conditions is or becomes invalid,
the other provisions and any contracts concluded pursuant to these provisions
shall not be affected thereby. The invalid provision shall be replaced by a provision
which best corresponds to the intention and economic purpose of the
invalid provision to the delivery of goods, and analogously also to the provision
of services.

2. Offer

2.1 Offers of Teamension shall be considered non-binding, if not mentioned separately
valid for two months upon act of recall.
2.2 Any documentation regarding offers and projects must neither be reproduced
nor made available to third parties without Teamension’s consent. The return of
such documents may be requested at any time and they shall be returned to
Teamension immediately once the order has been placed elsewhere.

3. Contract conclusion

3.1 The contract is deemed concluded once Teamension sent a written order confirmation
or consigned a delivery after receipt of the order.
3.2 The scope of each particular consulting assignment shall be individually
agreed by contract.
3.3 During the validity of this Contract and for a period of three years after termination
thereof, the Principal shall agree not to enter into any kind of business
transactions with persons or organisations Teamension employs to perform
the contractual duties. In particular, the Principal shall not employ said persons
or organisations to render consulting services the same or similar to
those offered by Teamension.
3.4 No warranty claims may be derived, nor liabilities established from information
provided in catalogues, brochures, advertising material, and written or oral
statements not included in the contract.
3.5 Any subsequent amendments and supplements to these terms shall be confirmed
in writing to be valid.

4. Pricing

4.1 All prices are ex works / FCA Austria, without VAT, packing, loading, dismantling,
return and properly disposal and recycling of electric- and electronic equipment
for commercial use according to directive on Waste Electrical and Electronic
Equipment. Customs duty, taxes and other cost or fees related to deliveries
are covered by the Principal. In case transport is agreed upon with delivery,
this, as well as any transport insurance requested by the Principal, will be
charged to the Principal separately, however this does not include unloading
and local logistic. The packaging will not be taken back unless it has been explicitly
agreed and accepted in writing by Teamension.
4.2 If an order deviates from the overall offer, Teamension will reserve the right to
change the price accordingly.
4.3 Prices are based on the cost at the time of the initial price offer. Should the costs
increase up to the time of delivery, Teamension is entitled to adjust the prices
accordingly.
4.4 In the case of repair orders, services by Teamension are provided and charged
on the basis of the expenses incurred. This also applies to services and additional
services, the expediency of which occurs during the execution of the order,
whereby no special notification to the Principal is required.
4.5 The Principal will be charged for the effort required to prepare offers for repair
or expertise services.

5. Delivery

5.1 The delivery period shall commence on the latest of the following dates:
a) Date of order confirmation
b) Date of fulfilment of all technical, commercial and other requirements incumbent
upon the buyer
c) Date on which Teamension receives an advance payment or security that
needs to be provided before delivery of the goods.
5.2 Approvals by authorities and third parties that might be required for executing
installations shall be obtained by the buyer. If such approvals are not obtained
in time, the delivery period shall be extended accordingly.
5.3 Teamension shall be entitled to effect and charge partial or advance deliveries.
If delivery on call has been agreed, the goods shall be deemed called up 1 year
after the order was placed at the latest.
5.4 In case any unforeseeable circumstances or circumstances outside the parties’
sphere of influence such as, for example, all instances of force majeure, occur,
which prevent compliance with the delivery period agreed upon, the latter shall
be extended by the duration of such circumstances in any case; this shall include,
in particular, armed conflicts, pandemics, official interventions and bans,
transport and customs delays, transport damages, shortage of power and raw
materials, industrial disputes and the loss of a crucial supplier that is difficult to
replace. These above-mentioned circumstances shall also be deemed reasons
for extending the delivery period if they affect sub-suppliers.
5.5 If, upon conclusion of the contract, a contractual penalty for default in delivery
has been agreed, such penalty shall be paid in compliance with the following
provision and, for the rest, any deviation from this provision in individual respects
shall not affect its applicability:
In case of a delay in performance that has demonstrably occurred solely through
the fault of Teamension, the buyer shall be entitled to claim, for every full week
of delay, a contractual penalty of no more than 1/2 %, up to a maximum of 5 %,
of the value of that part of the overall delivery which cannot be used due to the
delay in delivery of an essential part, provided a loss was incurred by the buyer
in that amount.
Any further claims from the delay shall be excluded.
5.6 If acceptance has been agreed, the goods shall be deemed fully accepted upon
commencement of their use in the context of the buyer’s business operation at
the latest.
5.7 Teamension shall be entitled to use subcontractors with regard to all deliveries
and elements of the performance, provided Teamension informs the buyer accordingly.
5.8 Teamension shall be obligated to report to the Principal on the progress of consulting
services performed by persons working for Teamension and/or any third
parties employed by Teamension. Furthermore, Teamension shall not be bound
by directives while performing the agreed service and shall be free to act at its
own discretion and under its own responsibility. Teamension shall not be required
to work in a particular place or to keep particular working hours.

6. Transfer of risk and place of performance

6.1 Unless otherwise agreed, the delivery of the goods shall be deemed sold ex
works acc. to INCOTERMS® 2010.
6.2 The place of performance of services is primarily the place specified in the written
order confirmation, secondarily it is the place where the service is actually
performed by Teamension. The risk of a performance or partial performance
agreed shall vest in the buyer upon performance being affected.

7. Payment

7.1 If no terms of payment have been agreed, 1/3 of the price shall be due upon
receipt of the order confirmation, 1/3 after expiry of half the delivery period, and
the rest upon delivery. Notwithstanding the above, the VAT included in the invoice
shall be paid no later than 30 days following invoicing in each case. In the
event of starting insolvency proceedings on the buyer's assets or the rejection
of an application for the opening of assets, deliveries or services shall only be
made against advance payment.
7.2 In case of partial invoices, the partial payments shall be due upon receipt of the
relevant invoice. This shall also apply to settlement amounts arising due to subsequent
deliveries or other agreements beyond the original final amount, notwithstanding
the terms of payment agreed for the main delivery.
7.3 Payments shall be made in the currency agreed to Teamension’s paying office
without any deductions or charges. Any cheques or bills of exchange shall only
be accepted as an undertaking to pay. All associated interest and expenses
(such as debiting and discount charges) shall be borne by the buyer.
7.4 The buyer shall not be entitled to retain or offset payments on account of warranty
claims or other counterclaims.
7.5 A payment shall be deemed made on the date Teamension is able to dispose
of the amount paid.
7.6 If the buyer is in default of any agreed payment or other performance from this
or any other legal transactions, Teamension may, without prejudice to any other
rights Teamension may have,
a) postpone fulfilment of its own obligations until said payment or other performance
has been affected, and claim an appropriate extension of the delivery
period,
b) demand payment of all outstanding receivables from this or other legal
transactions and charge statutory default interest plus VAT for these
amounts, with effect from the respective due date, unless Teamension is
able to provide proof of any additional costs,
c) in the event of qualified insolvency, i.e., after two instances of default, perform
other legal transactions only against cash in advance.
At any rate, Teamension shall be entitled to invoice pre-trial expenses, in particular
dunning expenses and lawyers’ fees, according to applicable statutory
provisions. Discounts or bonuses granted are conditional on the timely performance
of the full payment.
7.7 Teamension shall retain title to all goods delivered until full payment of the
amounts invoiced plus interest and costs.
To secure Teamension’s purchase price claim, the buyer hereby assigns to
Teamension its claims from reselling goods subject to retention of title, even
after they have been further processed, transformed or mixed. The buyer shall
be authorised to dispose of the goods subject to retention of title in case of
reselling with payment of the purchase price being deferred, on the condition
that the buyer informs the secondary buyer about the assignment for security,
concurrently with the resale, or notes down the assignment in its books. Upon
request, the buyer shall inform Teamension about the claim assigned and the
relevant debtor and provide all information and documents required for collection
of the claim and to notify the third-party debtor about the assignment. In
case of seizure or other claims being made, the buyer shall be obliged to refer
to Teamension’s title and to notify the latter immediately.
7.8. Teamension shall be entitled to submit the invoice electronically.

8. Warranty and assumption of responsibility for defects

8.1 In case the terms of payment agreed are complied with, Teamension shall be
obliged, under the following provisions, to eliminate any defect existing at the
time of handover that is detrimental to functionality and based on faulty design
or material or poor workmanship. No warranty claims may be derived from information
provided in catalogues, brochures, advertising material and written or
oral statements not included in the contract.
8.2 Unless otherwise agreed, the statutory period of warranty shall apply. This shall
also apply to objects of delivery and performance that are firmly attached to a
building structure or to the ground. The warranty period shall commence at the
time the risk is transferred under item 6.
8.3 For improved or replaced parts, the warranty period begins to run anew, but in
any case, ends 6 months after the expiry of the original warranty period.
8.4 If delivery or performance is delayed for reasons outside the sphere of influence
of Teamension, the warranty period shall commence two weeks after the latter’s
willingness to delivery and/or perform.
8.5 The warranty claim is contingent upon the prerequisite, that the buyer has reported
any defects that have occurred in writing, in due time and that Teamension
receives this report. The buyer shall provide evidence that the defect exists
within an appropriate period of time, in particular by providing to Teamension
the documents and/or data available on the buyer’s premises. In the event of a
General Terms of Delivery and Conditions, company Teamension
defect subject to the warranty obligation under item 8.1, Teamension shall, at
its discretion, rectify the defective good or the defective part at the place of performance
or arrange for it to be sent to its own place for rectification, or reduce
the price accordingly.
8.6 Any supporting staff, lifting devices, scaffolding and incidentals required for performing
warranty work on the buyer’s premises shall be provided. Replaced
parts shall pass into Teamension’s ownership. All incidental costs incurred in
connection with the rectification of defects (i.e., for assembly and removal,
transport, disposal, travel and travel time) shall be borne by the buyer.
8.7 If goods are manufactured by Teamension based on design descriptions, drawings,
models or other specifications provided by the buyer, the Teamension’s
liability shall only extend to execution as agreed.
8.8 Unless otherwise agreed, the warranty shall not include any defects that result
from arrangement and assembly not effected by Teamension, insufficient adjustment,
non-compliance with installation requirements and conditions of use,
excessive stress on parts beyond the performance specified by Teamension,
incorrect storage, insufficient transport security, negligent or incorrect treatment
and use of inappropriate operating material; this shall also apply to defects resulting
from material provided by the buyer. Nor shall Teamension be liable for
damage resulting from acts by third parties, atmospheric discharges, overvoltage
and exposure to chemicals. The warranty shall not cover the replacement
of parts that are subject to natural wear.
8.9 The warranty shall lapse immediately once the buyer itself or a third party not
explicitly authorised by Teamension effects any modifications or repairs to the
products delivered without written consent by Teamension.
8.10 Claims pursuant to section § 933b of the Austrian Civil Code (ABGB) shall in
any case become time-barred at the end of the period referred to in point 8.2.
8.11 Provisions 8.1 to 8.10 shall apply accordingly to every instance of assuming
responsibility for defects on other legal grounds.
8.12 Teamension shall be entitled and obligated, regardless of fault, to correct any
errors and/or inaccuracies in Teamension’s work/service which have become
known subsequently. Teamension shall immediately inform the Principal
thereof. This right of the Principal expires six months after completion of the
respective service.

9. Rescission of the contract

9.1 Unless any more specific provision was agreed, the buyer shall be entitled to
rescind the contract for default in delivery resulting from gross negligence on
the part of Teamension and the unsuccessful expiry of a reasonable period of
grace granted. Rescission shall be declared by means of a registered letter.
9.2 Notwithstanding its other rights, Teamension shall be entitled to rescind the contract
a) if the execution of the delivery and/or commencement or continuation of the
performance becomes impossible for reasons within the sphere of responsibility
of the buyer or is delayed despite an appropriate period of grace
being granted,
b) if concerns with regard to the solvency of the buyer have been raised and
the latter does neither make an advance payment upon request by Teamension
nor provide suitable security before delivery,
c) if the delivery period is extended due to the circumstances mentioned in
item 5.4 for more than half of the delivery period originally agreed, but for
at least 6 months, or
d) if the buyer does not or not duly meet the obligations imposed upon it under
item 14.
9.3 Rescission may also be declared with regard to an outstanding part of the delivery
or performance for the reasons listed above.
9.4 If insolvency proceedings are opened with respect to the buyer’s assets or a
request for initiation of insolvency proceedings is rejected for lack of sufficient
assets, Teamension shall be entitled to rescind the contract without granting a
period of grace. If this resignation is exercised, it becomes effective immediately
with the decision that the company will not be continued. If the company will be
continued, the rescission shall become effective only 6 months after opening of
insolvency proceedings or after rejection of the request for initiation for lack of
assets. In any case, the contract shall be terminated with immediate effect, provided
that the insolvency law governing the buyer does not provide for otherwise
or if termination of the contract is essential to avoid serious financial disadvantages
for Teamension.
9.5 Notwithstanding Teamension’s compensation claims including pre-trial costs, in
the event of rescission, every performance or partial performance already effected
shall be settled and paid as contractually agreed. This shall also apply to
any delivery or performance not yet accepted by the buyer as well as for any
preparatory measures effected by Teamension. Teamension shall also be entitled
to request the return of products already delivered instead.
9.6 Any other consequences of rescission shall be excluded.
9.7 Any claims asserted by the buyer for laesio enormis, error and frustration of
contract shall be excluded.

10. Disposal of waste electrical and electronic equipment

10.1 The buyer shall ensure that Teamension is provided with all relevant information
enabling it to meet its obligations as a manufacturer/importer according to applicable
statutory provisions.
10.2 The buyer must ensure that Teamension is provided with all information to be
able to fulfil the obligations of Teamension as manufacturer/importer in particular
in accordance with sections § 11 and § 24 on the Waste Electrical Equipment
and the Waste Management Act.
10.3 The Buyer shall be liable to Teamension for all damages and other financial
disadvantages incurred by the Buyer as a result of the loss or defective fulfilment
of the financing obligation as well as other obligations under point 10. The burden
of proof for the fulfilment of this obligation shall be on the buyer.

11. Teamension’s liability

11.1 Teamension shall be liable for damage outside the sphere of the “Produkthaftungsgesetz”
[Austrian product liability act] – in line with statutory regulations –
only if its intent or gross negligence is proven. Total liability of Teamension in
cases of gross negligence shall be limited to the lower of the net contract value
or EUR 500,000. Teamension’s liability shall be limited to the lower of 25 % of
the net contract value or EUR 125,000 per event of loss.
11.2 Unless otherwise agreed, any liability for slight negligence, except for personal
injury, as well as compensation for consequential damage, pure financial loss,
indirect loss, production downtime, cost of financing, cost of substitute power,
loss of power, data or information, lost profit, savings not achieved, interest
losses and losses from third-party claims asserted against the buyer shall be
excluded.
11.3 Unless otherwise agreed, all forms of compensation shall be excluded in case
of non-compliance with any requirements for assembly, commissioning and use
(such as those included in operating instructions) or official authorisation requirements.
11.4 If contractual penalties have been agreed, any claims of the buyer beyond that
arising from the relevant title shall be excluded.
11.5 The provisions of item 11 shall finally settle all claims of the buyer vis-à-vis Teamension,
on any legal ground and title whatsoever, and shall also apply to all
staff members, subcontractors and sub-suppliers of Teamension.
11.6 For services Teamension shall be liable to the Principal for damages - with the
exception of personal injury – only to the extent that these are the result of serious
fault (intention or gross negligence). Correspondingly, this also applies to
damages resulting from third parties employed by Teamension.
11.7 Any claim for damages of services on the part of the Principal may only be enforced
by law within six months after those entitled to assert a claim have
gained knowledge of the damage and the liable party, but not later than three
years after the incident upon which the claim is based.
11.8 The Principal shall furnish evidence of the Teamension’s fault for provided services.
11.9 If Teamension performs the required services with the help of third parties,
any warranty claims and claims for damages which arise against the third
party shall be passed on to the Principal. In this case, the Principal shall primarily
refer to the third party.

12. Industrial property rights and copyright

12.1 If a product is manufactured by Teamension based on design descriptions,
drawings, models or other specifications provided by the buyer, the buyer shall
fully indemnify Teamension in the event of any violation of property rights.
12.2 Execution documents such as plans, sketches and other technical documents
as well as samples, catalogues, brochures, illustrations, and the like, always
remain intellectual property of Teamension and are subject to the relevant legal
provisions regarding duplication, imitation, competition, etc. item 2.2 also applies
to execution documents.

13. Assertion of claims

All claims of the buyer shall be asserted in court within 3 years after performance
of the services, otherwise they shall be forfeited, unless other deadlines
are provided for by mandatory statutory provisions.

14. Compliance with export regulations

14.1 When passing on the goods supplied by Teamension to third parties, together
with the pertinent documents, regardless of the manner in which the latter are
provided or the services performed by Teamension, including technical support
of any kind, the buyer shall comply with the applicable provisions of the national
and international (re-)export regulations. In any case, the buyer shall comply
with the (re-)export regulations of the Teamension’s country of domicile, the European
Union, the United Kingdom of Great Britain and Northern Ireland and
the United States of America when passing on the goods and/or services to third
parties.
14.2 If required for export control checks, the buyer shall immediately provide to Teamension
upon request all necessary information, among others about the final
recipient, final destination and purpose of use of the goods and/or services.

15. General regulations

15.1 If individual provisions of the contract or of these terms & conditions should be
invalid, this shall not affect the validity of the remaining provisions. The invalid
provision shall be replaced with a valid provision that approximates the intended
objective as closely as possible.
15.2 The German-language version shall be deemed the authentic version of the
terms & conditions and shall be used to interpret the contract.
15.3 For consulting services the Principal shall ensure that during the performance
of the consulting assignment, organisational conditions in the Principal’s place
of business allow the consulting process to proceed in a timely and undisturbed
manner.
15.4 The Principal shall in case of consulting services also inform Teamension in
detail about previously conducted and/or currently active consulting projects,
including those in other areas of competency.
15.5 The Principal shall in case of consulting services, in a timely manner and without
special request on the part of Teamension, provide Teamension with all
documents necessary to fulfil and perform the consulting assignment and shall
inform Teamension of all activities and conditions pertinent to the performance
of the consulting assignment. This includes all documents, activities and conditions
that become known or available during the performance of the consulting
assignment.
15.6 For consulting services the Principal shall ensure that all employees as well as
any employee representation (works council) provided by law, if established,
are informed of the Teamension’s consulting activities prior to the commencement
of the assignment.

16. Place of jurisdiction and applicable law

The exclusive place of jurisdiction for resolving all disputes arising from the contract
– including those regarding its existence or non-existence – shall be the
court with subject matter jurisdiction at the Teamension’s head office, in Innsbruck.
The contract shall be governed by Austrian law to the exclusion of conflict
of law rules. Application of the UNCITRAL UN Convention on Contracts for the
International Sale of Goods shall be excluded.

17. Reservation clause

Performance of the contract on the part of Teamension shall be subject to the
reservation that no obstacles exist under national or international (re-)export
regulations, in particular no embargoes and/or other sanctions.

Valid and current version on www.teamension.at/en/terms-conditions
December 2020