GENERAL TERMS AND CONDITIONS - FOR BUSINESSES (B2B)

1 Basic Principles and Scope of Application

1.1 These General Terms and Conditions for Businesses (B2B) apply as legal basis for all contracts for the delivery of goods and provision of services by ORION Leuchtenfabrik Molecz & Sohn GmbH, A-1232 Vienna (subsequently "Vendor") to its customers (subsequently "Customer"), as far as they are businesses.

1.2 Deviations from these Terms and Conditions shall only be effective if accepted in writing by the Vendor. Terms and conditions of purchase or other terms and conditions submitted by the Customer are expressly deemed to be waived.

2 Offers

3 Protection of Designs, Outlines and Documents / Confidentiality

ORION retains the full copyright and all intellectual property of any design plans, outlines, cost estimates and other documents such as brochures, catalogs, samples, presentations and the like. Any use beyond the free use of works in accordance with copyright law, in particular the disclosure, duplication, publication and making available, including copying of extracts, requires our explicit consent.

Any of the above-mentioned documents may be recalled by us any time and must be returned to us without delay and without explicit request in cases when no contract is concluded.

Furthermore, our contractual partner undertakes all necessary measures to maintain confidentiality towards third parties with regard to all knowledge he has obtained from the business relationship.

4 Conclusion of Contract

4.1 The contract is concluded when the Vendor has sent a written order confirmation or a delivery to the Customer after receipt of the order. However, the Vendor's confirmation of receipt of an order is not deemed as conclusion of the contract.

4.2 Special instructions from the Customer, such as delivery requests, deadlines, discounts, etc., shall be deemed as incidental suggestions. They only become part of the contract if they are explicitly acknowledged as binding by the Vendor within the framework of the order confirmation. Furthermore, any information contained in catalogues, brochures, etc. as well as other written or oral statements shall only be authoritative if they are explicitly referred to in the order confirmation.

4.3 After conclusion of the contract, changes to the order from the Customer shall only be possible with the Vendor’s consent and are subject to indemnification.

5 Prices

5.1 The prices are ex works or ex warehouse of the Vendor excluding VAT, packaging, loading, disassembly, return and proper recycling and disposal of electrical and electronic component waste from commercial use as quoted in the Waste Electrical Equipment Directive (WEEE). If fees, taxes or other charges are levied in connection with delivery, these shall be borne by the customer. If serviced delivery is agreed, then this as well as transport insurance requested by the customer is charged separately, though excluding unloading and carrying. Packaging shall only be taken back by express agreement.

5.2 In case an order deviates from the total offer, the Vendor reserves the right to change the price accordingly.

5.3 Prices are based on costs at the time of initial price offer. Should costs increase by the time of delivery, the Vendor shall be entitled to adjust prices accordingly.

5.4 In the case of repair orders, services identified by the Vendor as expedient are provided and invoiced based on expenses incurred. This also applies to services and additional repairs the expediency of which only becomes apparent during the execution of the order, whereby no special notification to the Customer shall be required for this.
5.5 Any expenditure for the preparation of repair offers or for assessments shall be invoiced to the customer.

6 Delivery

6.1 The delivery period shall commence on the latest of the following dates:

(I) Date of order confirmation;

(II) Date of fulfillment of all technical, commercial and other requirements the Customer is obliged to provide;

(III) Date on which the Vendor receives a deposit or security payment before delivery of the goods.

6.2 Official permits and licenses or approval by third parties required for the execution of installations shall be obtained by Customer. If such permits are not obtained in time, the delivery period shall be extended accordingly.

6.3 The Vendor 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 order placement.

6.4 If unforeseeable circumstances or circumstances beyond the will of the parties, such as force majeure, occur on part of the Vendor (including the Vendor's major suppliers who are difficult to replace), the Vendor shall be entitled to cancel the order. This includes in particular armed conflicts, official interventions and bans, transport and customs clearance delays, transport damage, energy and raw material shortages, labor disputes as well as default of essential, difficult-to-replace suppliers on part of the Vendor.

6.5 In the absence of a written agreement to the contrary, a designated delivery period shall serve merely as an indication for the customer and shall not be binding.

7 Transfer of risk and place of performance

7.1 Unless otherwise agreed, delivery of goods shall be deemed to have been sold EXW in accordance with INCOTERMS® 2010.

7.2 In the event of loss or damage during transport, the customer shall be responsible for making a claim against the carrier and is advised to arrange for an immediate official recording of facts.

7.3 In case of services, the place of performance shall be where the service is rendered; in case of doubt, the Vendor's manufacture. Risk of service or partial service shall pass to the customer upon its performance.

8 Payment

8.1 Unless other payment terms have been agreed upon, the net price shall be due before delivery.

8.2 Payments shall be made without any deductions free to Vendor's payment office in the agreed currency (generally EUR).

8.3 Payments shall be deemed fulfilled on the day on which the Vendor can dispose of it.

8.4 If the Customer is in default with agreed payments or other performance under this or other legal transactions, the Vendor may, without prejudice to its other rights

a) suspend performance of its own obligations until such payment or other performance has been effected and claim a reasonable extension of delivery period,
b) call due all outstanding claims arising from this or other legal transactions and charge default interest on these amounts from the respective due date at the rate of 1.00% per month plus VAT, unless the Vendor proves costs exceeding this.

In any case, the Vendor shall be entitled to charge pre-litigation costs, in particular reminder and legal fees.

8.5 The extended retention of title shall apply. The Vendor shall retain title to all goods delivered by him until full payment of the invoice amount plus interest and costs and shall be entitled, at his discretion, to make this retention of title known until receipt of full payment and, where possible, to notify and register it with the according domestic and foreign authorities. The Customer hereby assigns to the Vendor, as security for the Vendor's purchase price claim, its claim arising from a resale of goods subject to retention of title - even if such goods have been processed, transformed or mixed - and undertakes to make a corresponding note in its accounts or on its invoices. Upon request, the customer shall disclose to the Vendor the assigned claim together with its debtor, provide all information and documents required for claims collection and notify third-party debtors of the assignment. In the event of seizure or any other claim to the goods subject to retention of title, the customer shall be obliged to point out the Vendor's right of ownership and to notify the Vendor without delay.

8.6 Any discounts or bonuses granted shall be conditional upon full payment being made on time.

9 Complaints and warranties

9.1 Complaints regarding incorrect deliveries or obvious defects must be made in writing within 8 days of delivery of the goods. Otherwise, the warranty period for new goods is a maximum of 24 months after delivery. It shall commence at the time of transfer of use and risk.

9.2 The Vendor warrants exclusively that goods delivered by him are free from manufacturing and/or material defects. Illuminants and electronic wearing parts as well as used goods are excluded from any warranty. Warranted characteristics are only those that are expressly designated as such in product information. A warranty is valid at the longest until the expiration of the warranty period.
Technical or formal changes to the products, which serve as improvement or take into account changed legal regulations, can be carried out by the Vendor without further publication.

9.3 If goods are manufactured by the Vendor based on design information, drawings, models, data or other specifications provided by the Customer, the Vendor's warranty shall be limited to careful workmanship.

9.4 If the Customer provides evidence of a manufacturing and/or material defect, the Vendor may, at its option, either provide a replacement free of charge or remedy the defect.

9.5 All ancillary costs incurred in connection with the rectification of defects (e.g. for installation and removal, transport, disposal, travel and travel time, lifting equipment, scaffolding) shall be borne by the customer.

9.6 Invoices for repairs carried out by the customer or third parties shall only be accepted if the Vendor has been notified of these costs in writing in advance costs coverage by the Vendor has been confirmed in writing.

9.7 Excluded from warranty are such defects that arise from arrangement and assembly not carried out by the Vendor, insufficient set-up, non-observance of installation requirements and conditions of use, overloading of parts beyond performance specified by the Vendor, negligent or incorrect handling and use of unsuitable operating materials; this also applies to defects that are attributable to material provided by the Customer. The Vendor shall also not be liable for damage caused by actions of third parties, atmospheric discharges, overvoltage and chemical influences. Warranty does not apply to the replacement of parts subject to natural wear and tear. The Vendor shall not assume any warranty for the sale of used goods.

9.8 Warranty shall expire immediately if the customer himself or a third party not expressly authorized by the Vendor makes changes or repairs to delivered items without written consent by the Vendor.

10 Withdrawal from the contract

10.1 Irrespective of its other rights, the Vendor shall be entitled to withdraw from the contract,

a) if execution of the delivery or start or continuation of the service is impossible for reasons for which the customer is responsible or is further delayed despite setting of a reasonable grace period,
b) if doubts have arisen regarding the Customer's ability to pay and the Customer, at the Vendor's request, neither makes advance payment nor provides suitable security prior to delivery,
c) if the extension of the delivery period due to the circumstances listed in Section 5.4 amounts to more than half of the originally agreed delivery period, but at least 6 months, or
d) if the Customer does not or not properly fulfill obligations imposed by Clause 13.

10.2 Withdrawal may also be declared with respect to outstanding parts of the delivery or service for the above reasons.

10.3 Without prejudice to the Vendor's claims for damages including pre-litigation costs, in the event of rescission services or partial services already rendered shall be settled and paid for in accordance with the contract. This shall also apply insofar as delivery or service has not yet been taken over by the Customer as well as for preparatory actions performed by the Vendor. The Vendor shall also have the right to demand the return of items already delivered, subject to reasonable deduction from its damages.

11 Liability of the Vendor

11.1 The Vendor shall be liable for damages arising from this contract, its goods and services only if it is proven to have acted with intent or gross negligence. Liability for slight negligence, compensation for consequential damages and financial losses, savings not accrued, loss of interest, and damages from third party claims against the customer are excluded.

11.2 In the event of non-compliance with any conditions for assembly, commissioning and use (such as those provided in operating instructions) or in the event of non-compliance with statutory or official regulations, any compensation for damages shall be excluded.

11.3 The provisions of Clause 11 shall apply conclusively to all claims of the Customer against the Vendor, irrespective of legal basis and title, and shall also apply to all employees, subcontractors and sub-suppliers of the Vendor.

12 Industrial property rights and copyrights

12.1 If goods are manufactured by the Vendor based design data, drawings, models or other specifications provided by the Customer, the Customer shall indemnify and hold the Vendor harmless in the event of any infringement of industrial property rights and, at the Vendor's request, shall join such proceedings as a party or intervener at its own expense and conduct the proceedings in favor of the Vendor.

12.2 Quote and project documents as well as execution documents such as outlines, technical drawings, and other technical documents shall always remain in the intellectual property of the Vendor, as shall samples, catalogs, brochures, illustrations, etc., and shall be subject to relevant legal provisions regarding reproduction, imitation, competition, etc. Documents may be reclaimed by the Vendor at any time. Documents may be recalled by the Vendor at any time and shall be returned to the Vendor without request if an order has been placed elsewhere.

13 Return of goods

13.1 Return deliveries shall only be processed upon written agreement with the responsible sales office, which shall issue a corresponding return goods slip.

13.2 The agreed return delivery with return goods bill shall be made to the central warehouse of Orion Leuchtenfabrik GmbH, Oberlaaer Straße 281-283, A-1232 Vienna. All associated costs shall be borne by the Customer.

13.3 Provided that the goods are undamaged (see 13.4), originally packaged and purchase period is not longer than 90 days ago, a credit note will be issued deducting processing costs from the net amount charged.

13.4 Unpackaged or damaged goods as well as individual parts of packaging units cannot be credited. This shall also apply to goods which are not in the Vendor's standard delivery program, such as illuminants, custom-made products, spare parts or specially painted goods.

14 Compliance with export regulations

14.1 The Customer shall comply with the applicable provisions of national and international (re-)export regulations when passing on goods delivered by the Vendor as well as associated documentation to third parties, irrespective of the manner in which goods are made available or services provided by the Vendor, including technical support of any kind. In any case, when passing on goods or services to third parties, he shall comply with the (re)export regulations of the country of the Vendor's registered office, the European Union and the United States of America.

14.2 If required for export control inspections, the Customer shall immediately provide the Vendor upon request with all necessary information, including information on final recipient, final destination and intended use of goods or services.

15 General

If individual provisions of the contract or of these terms should be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision which comes as close as possible to its intended objective.

16 Place of Jurisdiction and Applicable Law

The place of jurisdiction shall be the Vienna court for commercial matters. The contractual relationship shall be governed exclusively by Austrian law, to the exclusion of the conflict of laws rules. The application of the United Nations UNCITRAL Convention on Contracts for the International Sale of Goods is expressly excluded.

17 Reservation clause

The Vendor's performance of the contract shall be subject to the proviso that no obstacles due to national or international (re-)export regulations, in particular no embargos and/or other sanctions, prevent performance.