SALES AND DELIVERY CONDITIONS

of Metall Kofler GmbH

1. Offers

Offers are always non-binding with regard to delivery options, prices and delivery times.

2. Orders

Orders are only binding upon our written order confirmation, which defines the content and scope of the contract, even in the case when they are received by our representatives. The terms and conditions of purchase of the customer that contradict our terms and conditions of sale are not binding for us, even if we have not expressly contradicted them. Complaints must be made immediately upon receipt.

3. Prices

The prices are ex works excluding packaging and other expenses. Unless the prices are expressly agreed as fixed prices, they are considered as non-binding and subject to change. The prices valid on the day of delivery shall be charged.

4. Deliveries

The dispatch is always on the account and at the risk of the recipient, even in the case of postage paid deliveries; insurance shall be effected only upon express request and at the expense of the purchaser. Packaging is included in the sales price or is charged separately at cost price. Parcels shall be charged the full amount. If the separately invoiced boxes are returned carriage paid, 2/3 of the value shall be credited. Drawings and printed matter, to which we reserve the right of property and copyright, are for illustration purposes only: the images presented therein are only approximate. We reserve the right to deviations. The customer assumes full liability for the documents to be supplied by him/her, such as drawings, templates, samples, etc. Verbal agreements about dimensions and the like require written confirmation. Rejection of the commencement of delivery and withdrawal on the side of the purchaser can only take place if the delivery date has been exceeded by more than 12 weeks, a reasonable period of grace of at least 4 weeks has been granted after expiry of the 12 weeks and has expired without result. (The provisions of ยง 326 BGB are excluded.) Events of force majeure, operational disruptions or material shortages at our premises or those of our suppliers as well as all circumstances for which we are not responsible and which make the execution of the accepted orders impossible, delay them or make it significantly more difficult to fulfill them, entitle us to withdraw from the contract to the exclusion of claims for damages by the customer or postpone the delivery for the duration of the hindrance; partial deliveries are permitted; complaints due to deviations from the packing slip shall only be considered if they are reported within 14 days of receipt of the goods.

5. Payment

Unless otherwise agreed, the invoice is payable regardless of receipt of the goods: within 30 days of the invoice date net cash or within 14 days with 2% discount. Payments for hard metal plates and repair work are due immediately

without deduction. In the event of overdue payment, we are entitled to charge interest on arrears at the usual banking rate without further ado. We are furthermore entitled, even in the event of an agreement to the contrary, to demand advance payment of the full invoice amounts before dispatch of the goods, if this appears necessary to us. If prepayment is not made or not made adequately within the set period, we are entitled to withdraw from the contract without further notice. If the customer is in arrears with a due payment or if there is a major deterioration in his/her financial situation, we can demand immediate cash payment for the deliveries already made as well as for all outstanding deliveries, regardless of the payment deadline. We expressly reserve the right to accept bills of exchange and cheques. Bills of exchange or cheques are only accepted on account of payment and are only considered as payment after they have been honoured. Discount charges shall be borne by the customer. When accepting bills of exchange, we do not guarantee that the protest will be lodged in time.

6. Retention of title and other securities

We reserve title to all goods delivered until all our claims arising from the business relationship (including all subsidiary claims) have been paid. The reserved goods may not be pledged, transferred by way of security or sold after suspension of payment without our consent. In the event of resale of the goods subject to retention of title, they shall be replaced by the proceeds obtained, which may not be disposed of without our consent. If the resale is made on credit, the resulting purchase price claims are deemed assigned to us as soon as they arise. The customer is authorized to collect the claims until we prohibit this due to a delay in payment or a deterioration in assets. If the customer defaults on a payment or if, after the respective conclusion of the contract, we become aware of circumstances which, in our opinion, indicate a considerable deterioration in the customer's financial situation or lack of creditworthiness, all our claims arising from the business relationship, including the amounts of bills of exchange and cheques not yet honoured, deferred claims and invoices not yet due, shall become due for immediate cash payment. In any other case, we shall also have the right to demand immediate surrender of the reserved goods; in the case we make use of this right, this shall only constitute withdrawal from the contract if we expressly declare this in writing. Furthermore, in such a case, we are entitled to carry out outstanding services only against advance payments or security deposits and to withdraw from the contract after a reasonable period of notice.

7. Warranty

We assume warranty for products that have been delivered insofar as we replace those parts that are proven to have manufacturing defects free of charge and within the statutory period of limitation. The defective parts to be replaced must be sent to the factory. Any costs for the outward and return shipment of the parts to be replaced and the spare parts as well as the costs for disassembly and reassembly shall be borne by the customer. The same applies to the freight costs for products sent to the factory for repair. The risk of transport shall in any case be borne by the customer. The replaced parts become our property

without compensation. No liability is assumed for tools or objects that are subject to premature wear and tear due to their material properties or the way they are used. The same applies to damage as a result of natural wear and tear, incorrect or negligent handling, excessive use, unsuitable equipment, weather or other influences of any kind. In the case of tools sent in for completion, reconditioning or reworking - including those from our own workshops - no liability is accepted for their behaviour during processing. If the material becomes defective during processing, we shall be reimbursed a corresponding part of the agreed price. Warranty claims shall only be considered if they are lodged in writing to us or to the seller immediately upon detection of the defect. Costs incurred by the customer for the elimination of defects covered by the warranty by third parties shall only be reimbursed if the third-party repair has been approved by us in advance. Complaints do not entitle the buyer not to comply with his/her contractual obligations or to delay their fulfilment.

8. Tests

Any special tests with our materials are at the expense and risk of the customer. Samples are only provided against payment. However, under certain conditions our demonstration service is available free of charge.

9. Special tools

If special tools - e.g. turning tools of abnormal dimensions - are ordered in larger quantities, the number of items for delivery may be reduced or increased appropriately.

10. Place of performance and jurisdiction

Innsbruck for both parties, including actions on bills of exchange

11. Future business transactions

The delivery and payment conditions also apply to all future business transactions.