The following conditions apply to all types of contracts, deliveries and other services from Schauco Handelsgesellschaft mbH as well as to all future business relations if not subject to a separate agreement.

2. Place of jurisdiction, place of fulfillment and applicable law
Circumventions of the terms of sale, payment and delivery are not permitted, particularly by commission business as well. The place of fulfillment for payment and delivery as well as the place of jurisdiction is Braunau am Inn, Austria, even for the collection procedures to the extent these are permitted by law. All legal relations between the seller and buyer are governed exclusively by Austrian Legal law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the international reference provisions.
In the case that one of these provisions is invalid, the seller is authorized to replace the invalid provision by one which is valid and whose economic result corresponds to that of the invalid provision to the extent possible. The invalidity of individual provisions does not affect the validity of the remaining provisions.

3. Delivery and right of withdrawal
The contract is concluded subject to final and timely granting of the required export and import license and/or other official approvals necessary for carrying out this business. Force majeure and other circumstances beyond the control of the seller and which complicate or prevent delivery release the seller from obligations of the contract. In such cases, the seller has the right to carry out the delivery later within an appropriate period after the impossibility or inability has been overcome or to opt out of the delivery obligations. If the buyer disputes these preconditions, the buyer must provide proof. Moreover, all claims to damages for nonperformance or default for these reasons are barred. Both parties are entitled to withdraw from the purchase contract no sooner than three months after the original delivery date has passed. If, however, the buyer is in default for acceptance or if the risk has already been transferred to the buyer, the buyer remains obligated for consideration. The buyer then does not have a right of withdrawal.

4. Goods specification, notice of defects and warranty
The buyer explicitly acknowledges and accepts that the seller’s goods are natural products and thus subject to certain variations in structure and color. The seller therefore only provides a guarantee of standard commercial quality for the goods. The seller is not liable for non-apparent natural defects of the goods nor for other defects which can occur after the goods are incorporated nor for damages arising from the use during processing. The buyer is required to inspect the delivery item without delay after receiving it in accordance with Section 377 of the Austrian Business Enterprise Code (UGB) with reasonable thoroughness for the given circumstances. Defects regarding the completeness and external condition of the delivery/goods must be reported in writing within three working days with a specification of the complaint; otherwise, all claims of the buyer are excluded. In the case of non-apparent defects, written notice must be given within 7 days of receiving the goods, within 14 days outside Austria. The warranty period comprises six months from the date of delivery if no mandatory provisions require otherwise. The obligation to give notice of defects according to Section 377 UGB is unaffected by this. If the buyer does not provide the seller with the opportunity to confirm the existence of the claimed defect in a timely manner or does not make the goods subject to the complaint or samples thereof available, particularly upon request, without delay, the claims due to defects are void. Warranty claims against the seller may be asserted only by the direct buyer and may not be assigned.
In the case of quality differences the seller may elect to provide warranty by means of payment for the lesser value or return of the goods subject to complaint and replacement delivery. In this case, the buyer must make the goods available to the seller at the point of destination and surrender them there. The buyer is not permitted to demand either compensation for damages or conversion on account of quality differences. Additional claims are also barred. This applies particularly to claims for compensation of damages not arising from the actual goods (consequential damages).

Complaints received after the notice periods cited above are null and void. The seller also provides no warranty of the suitability of the seller’s products for a particular type of application or process.

5. Transfer of risk
The risk is transferred to the buyer as soon as the goods are passed to the shipping company or another party carrying out the transport or when they have left the warehouse of the seller for dispatch, also in the case that only partial deliveries take place. If shipping of the designated goods is delayed for reasons for which the seller is not responsible, the risk is already transferred to the buyer upon notice of the readiness to ship.

6. Shipping
If there are no particular shipping instructions, the seller shall send the goods according to the best of knowledge with a free choice or standard commercial packaging. Charges for special packaging required shall be borne by the buyer. The buyer is obligated to accept the goods. If the customer does not accept the goods after a reasonable grace period, the seller is entitled to withdraw from the purchase contract. In each case the buyer must bear the costs of refused or unaccepted shipments.

7. Prices, payment terms and invoicing
Prices are in euros if no other currency is agreed, with statutory VAT added in the required amount. The seller is not obligated to insure the goods. The buyer must bear the costs of insurance required in the individual case. The buyer must make subsequent payment upon request without delay for any currency differences. All increases in freight charges during the term of the contract, exchange rates for foreign currency transactions, insurance premiums, customs duties, taxes or other charge increases of any kind as well as costs associated with import, export and customs regulations shall be borne by the buyer. The invoice shall be issued on the day of delivery or the day the goods are made available. Invoices are payable without discount, postage or other charges according to the agreed payment terms.
In the case of deliveries of goods from imports or in the case of a free delivery to the buyer’s destination, the payment period begins on the day the goods arrive. All other invoices are payable according to the invoice date. If the terms of payment are not met or the seller becomes aware of circumstances which according to dutiful commercial judgment would impair the creditworthiness of the buyer, a condition of payment default occurs and all accounts receivable are immediately due and payable. In this case, the seller is entitled to perform remaining deliveries only on the condition of advance payment and, after a grace period, withdraw from the contract or assert claims for damages on account of non-fulfillment. Interest on overdue accounts in the amount of 8% above the base lending rate is due beginning on the day of default.
Money orders, bills of exchange or checks are only accepted for purposes of payment, but not in lieu of payment. The accounts receivable of the seller are only considered settled upon the means of payment being redeemed or the amount due being credited to one of the bank accounts of the seller, with collection fees, discount charges and exchange fees being borne by the buyer. The accounts receivable for the purchase price are also settled if recourse against the seller with respect to the bills of exchange presented is excluded and these have been redeemed in full. However, a note payment must ensue within 10 days from the start of the payment period. The acceptance of bills of exchange does not constitute a deferral of the accounts receivable for the purchase price, nor do transfer or extension constitute fulfillment of the purchase contract. The seller can assert rights arising from the purchase contract at any time. Payment made on a bill of exchange issued by the seller and accepted by the buyer are only considered to have been made if the bill has been redeemed by the buyer and the seller is thus released from the liability of endorsement.

8. Retention of ownership
All deliveries from the seller are made exclusively under the condition of retention of ownership. Ownership is conveyed upon the buyer only upon full settlement of all liabilities (including balance liabilities), regardless of the legal grounds from which these liabilities arise, so that all due ancillary claims with respect to the seller are satisfied. Full payment of the purchase price is only considered to have been made once the conditions of Section 7 are met.
Until then, the buyer is not entitled to pledge goods to third parties or assign them as collateral. The agreed retention of ownership also does not terminate by processing of the goods by the buyer. The buyer is entitled to sell the goods and the product manufactured therefrom in the proper course of business. In the case of resale of the goods to which ownership is retained, the buyer assigns to the seller in advance all claims against the subsequent purchaser with regard to payment, with the buyer remaining liable along with the subsequent purchaser for payment to the seller of the amount owed without a change in the date due. The buyer is furthermore obligated to note the assignment of receivables in the buyer’s accounting records with the date of assignment and to inform the subsequent purchaser of the existing retention of ownership no later than the conclusion of the purchase contract, providing the seller with a copy of this notification.
As long as the buyer properly fulfills the obligations to pay the seller, the buyer is authorized to collect these receivable accounts on behalf of the seller. However, the seller is entitled to notify purchasers (to be named on request) of the transfer and issue instructions. The buyer must inform the seller of any access by third parties, impending or executed attachments or any other impairment of the seller’s rights to the delivered goods subject to the retention of ownership or to the assigned receivables. The goods subject to retention of ownership are to be handled with care and sufficiently insured against fire and water damage, and any insurance claims arising from such damage shall stand in lieu of the property for which ownership was retained.