Allgemeine Geschäftsbedingungen

General Terms and Conditions of

Pikosys Vetriebs GmbH
Wildbichlerstrasse 2e
6341 Ebbs, Austria

(hereinafter referred to as "Pikosys")

1. General

The terms contained herein apply to all deliveries made and services rendered by Pikosys. Any changes in or amendments to these terms shall only become effective after having been officially agreed to in writing by Pikosys.

2. Acceptance

All quotations made by Pikosys are binding for a period of 20 working days. All orders placed with Pikosys or any of its branch offices shall only become effective upon written acknowledgement by Pikosys, which results in a delivery contract to which the General Terms and Conditions of Pikosys shall apply. Such delivery contract explicitly precludes the application of any terms of purchase contained in order forms or other correspondence of Buyer.

3. Prices

The prices quoted in the acknowledgement of order are generally understood to be in EURO. In case of quotations and acknowledgements of orders in foreign currency, the prices shall be bound to the respective foreign currency only as long as the exchange rate of same in relation to the EURO has not changed by more than ±5 % between the date of acknowledgement of order and the date of delivery. Pikosys reserves the right, in case of variations by more than ±5 %, to fix a new price according to the change in the exchange rate for the deliveries outstanding at the moment of such change.

4. Conditions of Delivery

Pikosys reserves the right to effect part shipments. All prices are understood to be ex works Ebbs in Austria, duty unpaid, packing included. For all products specially developed for Buyer Pikosys reserves the right to ship a quantity which is within ±10 % of the total quantity ordered. Buyer shall be charged for the actual quantity delivered.

5. Terms of Payment

Invoices shall have to be paid net within 30 days, as of date of invoice. The noncompliance with the terms of payment or any circumstances reducing Buyer's creditworthiness which become known to Pikosys only after entering into the contract may entail the immediate falling due of all payments outstanding and entitle Pikosys, with a reasonable respite, to withdraw from the contract. Payments overdue shall be charged subsequently with past-due interest of 1.25 % per month, as of the first day of their falling overdue.

6. Time of Delivery, Change of Order

The times of delivery indicated in the acknowledgement of order are not binding. There shall be no unilateral right of rescission for an acknowledged order. Any claims for damages caused by delayed delivery, short delivery, or non-delivery are excluded. Unforeseeable events incurred through no fault of Pikosys or extraordinary events at Pikosys or its subcontractors or other impediments impossible for Pikosys to foresee shall entitle Pikosys to defer the date of delivery for a period equal to the time lost by reason of such event or impediment. In any case Buyer shall be obliged to purchase all products already finished or begun in consequence of the order placed. Notwithstanding Pikosys may enforce subsequent charges or claims for damages caused by reduced purchase quantity.

7. Reservation of Proprietary Rights

Until complete payment of all invoices the products shall remain the property of Pikosys. Buyer does not acquire any proprietary rights by incorporating the products into other devices. Any processing of the products delivered by Pikosys is done on behalf of Pikosys. If Buyer incorporates the products into outside goods, Pikosys shall become co-owner of the new goods created, and this according to the proportion of the values of its products to those of the outside products jointly used. Until revoked, Buyer shall be entitled to resell, under reservation of the proprietary rights, the goods delivered or products created by their processing within the framework of his regular business activity. Until complete payment of the purchase price Buyer shall cede all claims due to him as a result of such resale, to the amount of the value of the products delivered, to Pikosys. Until revoked, Buyer shall be entitled and obliged to collect the claims ceded. Pikosys shall be entitled to secure the property under reservation if Buyer does not comply with his contractual obligations, in particular if he handles the property under reservation in an improper manner or comes in default with payment of purchase price. Execution of restitution and securing shall not be deemed a rescission of the contract and shall not revoke Buyer's obligations, in particular payment of purchase price.

8. Patent Rights and Copyrights

Buyer shall hold Pikosys harmless against any expense or loss resulting from the infringement of patent rights or copyrights and arising from compliance with Buyer's designs, specifications, or instructions. By selling a product to Buyer, Pikosys shall in no case convey any patent right to Buyer. Pikosys agrees to hold Buyer harmless if any claims resulting from the infringement of a patent tight or copyright applicable in Austria are being asserted against Buyer and if Buyer has notified Pikosys promptly in writing of such assertion. Pikosys reserves the right to choose appropriate means of defence, including settlements out of court. Should it not be possible for Buyer to use the products under reasonable circumstances, Pikosys' liability shall be limited to either changing or replacing the product so that it constitutes no infringement of patent rights or, at its discretion, taking back products not yet incorporated and refunding the purchase price. Pikosys shall not be liable for any claims founded on an infringement of patent rights arising from a use of the product contrary to the terms of the contract.

9. Software

For software programmes, pertaining documents, and all subsequent additions Buyer shall have a nonexclusive and non-transferable right of use with the products for which such software programmes have been delivered. All other rights shall remain with Pikosys or the programme author respectively. Buyer has to guarantee that these programmes, documents, and subsequent additions are not accessible to third parties or third countries without Pikosys' express consent.

10. Trade Acceptance

The products delivered have to be taken over by Buyer, even if they have insignificant defects. The acceptance test shall be carried out by Buyer within 30 days, as of date of delivery. Should the take-over be delayed by reason of circumstances outside Pikosys' responsibility, the written communication of readiness for dispatch by Pikosys to Buyer shall be considered the date of delivery. In default of any written communication of inability to take delivery by Buyer within the time for taking delivery, the products shall be deemed accepted. The criteria for acceptance or refusal shall be, in case of products specially developed for Buyer, the specifications or test conditions jointly agreed upon or, in case of standard products, the data sheets issued by Pikosys effective at the moment of placing of order.

11. Warranty

Pikosys warrants that the products will be free from defects in material and workmanship under normal use in conformity with the terms of the contract. Pikosys' obligations under this warranty shall be discharged, at its option, by repairing, replacing, or giving credit for defective products. Buyer has to grant Pikosys a reasonable period for removing the defects; if Buyer refuses to grant such period, Pikosys shall be released from warranty. The period of warranty is 12 months, as of the acceptance of the products by Buyer (see clause 10). Buyer has to give Pikosys notice of defects, in writing and stating sufficient reasons, immediately but within 30 days as of delivery of products at the latest. Any defects that could not be detected within that period in spite of careful examination must be communicated to Pikosys, in writing and stating sufficient reasons, immediately after becoming known. In default of such immediate communication, any warranty shall be excluded. The warranty shall be ruled out if the products are handled, after their acceptance, in an improper manner or not in conformity with the instructions recommended by Pikosys. Returns shall only be accepted after previous consent by Pikosys. In case of warranty claim Pikosys shall defray the transportation cost. A case of warranty shall not prolong the initial period of warranty of 12 months. In case of unjustified complaints Buyer shall reimburse Pikosys for all expenses arising from such complaints. Any claims of Buyer beyond the obligations under this warranty are excluded.

12. Other Matters

Place of performance and place of jurisdiction for all claims under a delivery contract according to clause 2 shall be Innsbruck, even if any deliveries have been effected by any branch office of Pikosys. All delivery contracts shall exclusively be governed by the laws of Austria. Buyer can pass on his rights and obligations arising under such delivery contracts only upon Pikosys' written consent. The products delivered may be subject to the export control regulations of Austria and the European Union. Their re-export may require the approval by the competent authorities. Buyer shall be liable for the observance of the export control regulations up to the end user, if applicable, and explicitly agrees to hold Pikosys fully harmless. Should any clauses of these General Terms of Trade be or become inoperative, the other clauses shall not be affected thereby.