Terms and Conditions

1. Scope
(1)The customer (AG) within the meaning of the following terms and conditions of purchase is Anlagenbau Austria GmbH.
(2) The Client’s Terms and Conditions of Purchase shall apply exclusively to the purchase contracts and contracts for work and services between the Client and the Contractor. Any provisions deviating from these Terms and Conditions of Purchase – in particular the Contractor’s general terms and conditions of business – as well as supplements shall only become part of the contract if the Parties expressly agree to this in writing. These Terms and Conditions of Purchase shall also apply if the Contractor (CO) has to manufacture or produce the subject matter of the contract.
(3) The order date is the date on which the order is sent.
(4) The order shall be confirmed or rejected by the Contractor in writing within 7 (seven) calendar days, calculated from the date of the order. An electronic confirmation shall be sufficient. If the contractor does not confirm the order within this period, the contract shall be concluded with the content of the order. As long as the order has not been accepted by means of an order confirmation with which the order is accepted in full, the Client shall be entitled to withdraw from the order without stating reasons, without the Contractor being entitled to any claims whatsoever. The withdrawal shall be deemed to have been made in good time if it was sent before receipt of the declaration of acceptance. Deviations from the order shall be clearly emphasised by the Contractor and shall require the express written or electronic consent of the Client in order to be effective. The unconditional acceptance of goods shall in no case be deemed to constitute such consent.

2. Conclusion of contract
(1) The declarations of the parties for the conclusion of the purchase agreement/contract for work and services must be in writing and signed by both contracting parties. The respective written form shall also be complied with by transmission in electronic form or by fax.
(2) If the Contractor deviates from the order or the specifications of the Client, it shall notify the Client of this separately and in writing in good time.
(3) The preparation of offers by the Contractor shall be free of charge for the Client, irrespective of what preparatory work was necessary for this. In his offer, the Contractor shall adhere to the specification and the wording of the Client’s enquiry. In the event of deviations, the Contractor shall expressly and separately point this out. Unless otherwise specified by the Client, the offers submitted by the Contractor shall be binding for at least 4 weeks.

3. Prices
(1) The agreed prices are net fixed prices including transport packaging for requested deliveries according to Incoterms 2010® EXW or FCA ‘place of dispatch’. For requested transactions according to Incoterms 2010® CPT, CIF, DAT or DAP ‘place of receipt’, the transport costs are to be included in addition to the net fixed prices including transport packaging. Unless otherwise agreed in writing, no further costs shall be reimbursed.
(2) If the Contractor reduces its prices by general declaration after conclusion of the contract, the prices valid on the day of delivery shall also apply to this contract.
(3) The Contractor’s price includes the costs necessary for the performance of the contract, in particular the costs of installation, instruction or documentation, technical inspection, painting, corrosion protection, marking, signing, any licence fees, packaging, transport, insurance and unloading costs, public fees and charges, expenses, etc. The Contractor’s price shall also include the costs of the delivery of the goods. In the case of deliveries abroad, the Contractor’s services shall include export customs clearance (customs clearance with own documents incl. assumption of all associated costs and duties).
(4) In all documents relating to the order, in particular invoices, the Client’s order number must be stated, otherwise the Client shall be entitled to return them without processing them and, in case of doubt, they shall not be deemed to have been received by the Client.

4. Resignation
(1) In the event of a breach of contract by the Contractor, the Client may withdraw from the contract in whole or in part after granting a reasonable grace period. Such breaches of contract shall include, in particular, delays of interim or final deadlines, unauthorised subcontracting, the Contractor’s breach of official regulations or of provisions of the Terms and Conditions of Purchase, if the Contractor has acted, in particular, if it has entered into agreements with companies that are detrimental to good morals or violate the principle of competition. if he has entered into agreements with companies which are detrimental to the Client, contrary to public policy or the principle of competition, if the Contractor has directly or indirectly promised or granted advantages to employees of the Client who are involved in the conclusion or performance of the contract or has threatened or inflicted disadvantages or other deficiencies in performance which jeopardise the Client’s performance of the contract vis-à-vis his contractual partners.
(2) In such cases, the Client shall be entitled to withdraw from the contract either with regard to the entire or unfulfilled contract or only with regard to individual unfulfilled parts thereof and to carry out the omitted or insufficiently performed deliveries and services itself or through third parties at the expense of the Contractor after prior request and setting of an appropriate grace period (substitute performance). The costs incurred in this connection may either be invoiced directly by the Client, in which case a payment period of 30 calendar days after invoicing shall be deemed to have been agreed, or deducted from the next payments due from the Client to the Contractor.
(3) If the exercise of the right to substitute performance requires access to property rights, to documentation (such as e.g. workshop drawings, calculations) or other information, the Contractor shall already now bindingly assure the Client of the rights, documentation and information required for this purpose.
(4) The Client has the right to withdraw from the contract in whole or in part at any time – even if the Contractor is not at fault. In such a case, the Client shall be obliged to pay the Contractor the contract price in proportion to the deliveries and services already handed over and also to reimburse the proven direct and unavoidable costs of deliveries and services in progress or the cancellation of subcontracts. After declaration of withdrawal, the Contractor shall be obliged to make every effort to keep the costs to be reimbursed by the Client as low as possible.
(5) If the Client withdraws from the contract due to the Contractor’s culpable breach of contract, the Client and/or the end user shall be entitled to use the Contractor’s deliveries and services provided up to this point in time. Any costs associated with this use shall be borne by the Contractor.

5. Delivery time, delay
(1) The agreed delivery dates shall be binding and shall be deemed to have “arrived”. Decisive for the timeliness of the performance is the handover of the subject matter of the contract at the agreed place of performance. The Contractor shall only be entitled to premature delivery with the written consent of the Client. The Contractor shall notify the Client immediately in writing of any delays in delivery, stating the expected delivery date. The Client’s rights due to delay shall remain unaffected.
(2) If it is recognisable to the Contractor that it will be in default with the performance, the Contractor shall immediately notify the Client of the impending default and its expected duration.
(3) If the Client is in default of acceptance, the Contractor shall not be entitled to deposit the subject matter of the contract.
(4) In the event of default in acceptance, the Principal shall not be obliged to reimburse the additional expenses for the unsuccessful offer of the owed.

6. Delivery, dispatch, packaging, transfer of risk
(1) The Contractor shall notify the Client of the dispatch of the subject matter of the contract by e-mail as early as possible, at the latest upon dispatch. The notification of readiness for dispatch and any further correspondence (e.g. notice of dispatch, shipping documents) must contain the delivery date, the Client’s ordering office, the receiving office, the project designation and number and the order number as well as the date of the order.
(2) The Contractor shall carry out a quality control of the purchased goods and provide the Client with suitable evidence of this at the latest upon handover. The Client is entitled to monitor the Contractor’s quality control after prior notification. For this purpose, the Contractor shall grant the Client or its representative access to the production and assembly facilities and storage areas during normal business hours.
(3) The Contractor shall pack the object of purchase appropriately for transport to the place of receipt. The Contractor shall take back packaging material. The Contractor shall ensure that the object of purchase (except for Incoterms 2010® EXW and FCA place of dispatch), if it is subject to special public transport or storage conditions in the country of origin, transit and destination known to it, is labelled and transported in accordance with the regulations and that the necessary declarations are made in this respect. If the delivery is made to a construction site, the Contractor shall collect the packaging material within a reasonable period of time specified by the Client. The expenses for this are included in the contract prices. The risk of loss or damage shall only pass to the OP upon handover to him. The contractor shall take out transport insurance for the goods. Any damage due to improper packaging shall be borne by the contractor.
(4) The place of performance for deliveries or services shall be the place specified by the Principal or at the Principal’s registered office, unless the agreed Incoterm provides otherwise.
(5) All deliveries require confirmation of receipt by an employee of the OP authorised to issue such confirmation. The acknowledgement of receipt does not constitute recognition of the contractual quality and completeness of the object of purchase. The examination of the Principal pursuant to § 377 of the Austrian Commercial Code (UGB) shall be limited to obvious defects of the object of purchase. The Principal may give notice of defects within a period of 14 calendar days from discovery.
(6) In the case of third country deliveries, the Contractor shall submit the following documents to the Client for import customs clearance in the country of destination prior to delivery: packing lists, direct transport certificates (e.g. AWB, B/L or CMR consignment note), customs or commercial invoice, as well as other documents required for customs clearance.
(7) The Contractor shall pack, label and ship hazardous products in accordance with the relevant national and international regulations. The Contractor shall fulfil all the obligations incumbent on the Supplier (within the meaning of Article 3 No. 32 of EC Regulation 1907/2006/EC) with regard to the products as well as for their storage and preservation, unless he has caused the default in acceptance intentionally or by gross negligence.
(8) If the Contractor is in default with the fulfilment of its obligation, a contractual penalty of 0.2% of the net contract price, but no more than 5% of the net contract price, shall apply at the end of each calendar day of default and shall be offset against any claim for damages by the Client in excess thereof. This shall also apply if the Contractor provides a partial delivery and/or service after the agreed delivery and/or service date and this is accepted by the Client. The further rights of the OP due to delay shall remain unaffected. (hereinafter referred to as “REACH Regulation”)) with regard to the delivery of the goods. In particular, he shall provide the OP with a safety data sheet in accordance with Article 31 REACH Regulation in the language of the recipient country in all cases prescribed in Article 31 Nos. 1 to 3 REACH Regulation.
(9) If a delivery with assembly/service has been agreed, the transfer of ownership shall take place after proper execution of the assembly/service and handover.
(10) If acceptance is provided for by law or contractually agreed, the transfer of risk shall take place upon acceptance by the Client. If formal acceptance has been agreed, the transfer of risk shall not take place before confirmation of successful acceptance by the Client in the acceptance protocol. The payment of invoice amounts does not replace the formal acceptance.
(11) In the case of deliveries of machines or plants, the Contractor shall undertake the installation and commissioning at the Client’s request. If the necessary equipment is provided by the Contractor, the costs incurred for this shall be stated and invoiced separately in advance; otherwise they shall be deemed to be included in the offer. If additional development work is required by the Contractor for the execution of the order, the Client shall bear the corresponding costs only after prior written agreement.
(12) Insofar as machining, measuring and testing equipment as well as gauges are provided by the Contractor, any tool costs incurred for this shall be stated separately in advance in the offer and invoiced separately; otherwise they shall be deemed to be included in the offer. Only calibrated measuring and testing devices and gauges may be used.

7. Export control, customs, origin of goods and preferences
(1) The Contractor is obliged to comply with all Austrian and EU regulations as well as, if relevant in the specific case of delivery, US regulations relating to the import, export or re-export of the goods, merchandise, information, software or technology that are the subject of this contract. Without the prior consent of the Client, the Contractor shall not be entitled to deliver US goods subject to the EAR (Export Administration Regulation) or to incorporate them into deliveries or to involve US persons.
(2) The Contractor shall notify the Client of all information necessary for the export of the goods and shall provide the Client with the relevant data by means of the form “Declaration on Export Restrictions” for all goods delivered under this contract without delay, but no later than two weeks after the binding order, and undertakes to keep the Client informed in writing at all times of any changes that occur.
(3) In the case of deliveries from abroad, the customs clearance documents, including the import turnover tax, shall be sent to the Client together with the invoice for the goods. The Contractor shall be obliged to procure any export licences required in connection with its deliveries and services at its own expense. The Contractor warrants that it complies with all relevant export regulations and that the complete delivery is secured at the time of the order and that no official or other restrictions prevent the complete delivery. The Contractor shall inform the Client in good time of any new export bans/restrictions that may arise and submit alternative options to the Client free of charge at an early stage.
(4) The Contractor shall provide the Client free of charge with original supplier’s declarations with preferential originating status or preferential declarations in invoices or on EUR.1 documents, but at least one certificate of origin, prior to dispatch.
(5) The Contractor shall indemnify the Client against all damages, financial losses and claims by third parties incurred by the Client as a result of the Contractor having breached one of the obligations set out in paragraphs 1 to 3 above, unless the Contractor is not responsible for the breach of obligation.
(6) The Contractor shall take the necessary organisational instructions and measures, in particular in the areas of property protection, business partner, personnel and information security, packaging and transport, to ensure security in the supply chain in accordance with the requirements of corresponding, internationally recognised initiatives based on the WCO Safe Framework of Standards (e.g. AEO, C- TPAT). It shall protect its deliveries and services to the Client or to third parties designated by the Client against unauthorised access and unauthorised manipulation. It shall use only reliable personnel for such deliveries and services and shall oblige any subcontractors to also take appropriate measures.
(7) If the Contractor culpably violates the provisions of this clause 7, the Client shall be entitled to terminate or withdraw from the contract without prejudice to further claims. Insofar as it is possible to remedy the breach of duty, this right may only be exercised after the fruitless expiry of a reasonable period for remedying the breach of duty.

8. Warranty/guarantee
(1) The Contractor warrants the contractually agreed and the usually assumed properties in accordance with the state of the art, as well as the completeness and suitability of its deliveries and services for a period of 30 months in the case of movable items and 36 months in the case of immovable items; the Contractor guarantees freedom from material defects and defects of title for the duration of this warranty period. The warranty period shall commence with the acceptance of the entire plant by the end user (Client of the Principal). The warranty period shall end in any case no later than 36 months in the case of movable items and 48 months in the case of immovable items after complete performance of the deliveries and services ordered by the Principal. Notwithstanding any other rights of the Client and irrespective of the fault of the Contractor, the Client shall be entitled to have the defects or damage identified remedied by third parties at the expense of the Contractor or to remedy them itself if the Contractor fails to comply with the request to remedy the defect within a reasonable period of time.
(2) The Client’s duty to inspect and to give notice of defects with regard to the Contractor’s deliveries and services prior to commissioning or use is excluded. In the event of replacement delivery and repair, the warranty or guarantee shall start anew.
(3) The place of performance for subsequent performance is the place where the subject matter of the contract is located in accordance with its intended purpose. If the subject matter of the contract is installed with third parties, subsequent performance shall be carried out in consultation with them and in accordance with their interests.
(4) The Contractor shall assign its claims for defects, warranty and damages against its suppliers to the Client on account of performance, who shall accept the assignment upon conclusion of the purchase or work contract. The Contractor is authorised to assert the claims against its suppliers until revocation.
(5) Furthermore, the Contractor shall be obliged to keep suitable spare parts in stock or to carry out any repairs for a period of 5 years from the date of acceptance.

9. Liability
(1) The Contractor shall be liable in accordance with the statutory provisions for all damage caused by him or his vicarious agents during the performance of the contractual service. The liability of the Contractor for slight negligence is limited to € 2,500,000.00 per case of damage and year or to the order value, whichever is higher. The limitation of liability does not apply to personal injury or cases in which there are legally binding, non-mandatory liability provisions.
(2) If a third party suffers damage due to a defect or fault in the purchased item, the Contractor shall bear the damage alone, unless the Client has caused it intentionally or through gross negligence. If a claim is made against the Client by the third party, the Client may demand that the Contractor releases him from the liability towards the third party.
(3) The Contractor shall provide the Client with evidence of a liability insurance policy with a minimum cover of € 2,500,000.00 per claim and year as a lump sum for personal injury and property damage.
(4) The contractor shall take out transport insurance if he bears the risk for the transport or has to take out transport insurance due to the delivery conditions. The liability sum must correspond to at least 110% of the commercial value of the transported goods.
(5) In the event that the delivered goods have defects within the meaning of the Product Liability Act and a claim is therefore made against the Client, the Contractor shall reimburse the Client for all expenses and indemnify and hold the Client harmless in full.
(6) Exclusions of liability as well as limitations of liability of the Contractor, in particular under the title of warranty or damages, are not accepted.
(7) The Contractor is obliged to provide complete but easily understandable instructions for use, to keep all necessary documents and to closely monitor the product. The Contractor is also obliged to revise the product without being asked to do so if he becomes aware of potential problems that could give rise to liability.

10. Retention of title
(1) Ownership of the delivery item shall pass to the OP upon handover to the OP or to third parties designated by the OP, unless the parties agree on another form of transfer of ownership. Retention of title – in whatever form – is excluded. 11. Payments (1) Payments shall be made subject to a duly submitted invoice by bank transfer on the weekly payment date set by the Principal after expiry of a checking period of 7 calendar days plus the following payment periods at the Principal’s discretion: 11.1.1. 21 calendar days after delivery or partial delivery and receipt of the invoice or partial invoice with 3% discount, 11.1.2. 30 calendar days after delivery or partial delivery and receipt of the invoice or partial invoice with 2% discount, or 11.1.3. without deduction within 60 calendar days.
(2) Payments shall be made exclusively by bank transfer to a bank account held in the name of the Contractor in the country in which the contractually owed services are to be provided or in which the Contractor has its principal place of business.
(3) Each invoice must be sent separately to the e-mail address provided by the Client and must show the order number, the service performed and the recipient of the service. A signed delivery note or proof of performance must be enclosed. Incomplete information or invoices that cannot be checked for other reasons shall be returned unprocessed at the expense of the Contractor. Rejection of invoices shall suspend payment deadlines and they shall not start to run again until the invoice to which reference is made has been resubmitted. The issue of the transfer order to the bank shall be decisive for the timeliness of payment.

12. Offsetting of affiliated companies
(1) The term “affiliated companies” in this clause means affiliated companies within the meaning of §§ 15 ff. AktG (Austrian Stock Corporation Act) and, in relation to the AG, additionally companies which include the name “Anlagenbau Austria GmbH” in their company name. Upon request, the Principal shall send the Contractor a list of the Principal’s affiliated companies.
(2) The Client shall be entitled to offset claims of the Contractor arising from or in connection with this contract (a) against claims of the Client against affiliated companies of the Contractor, (b) against claims of affiliated companies of the Client against the Contractor, as well as (c) against claims of affiliated companies of the Client against affiliated companies of the Contractor or to exercise rights of retention in this respect.
(3) The Client shall be entitled to offset claims of the Contractor against affiliated companies of the Client (a) against claims of the Client or affiliated companies of the Client against the Contractor (b) against claims of the Client or affiliated companies of the Client against affiliated companies of the Contractor.
(4) Affiliated companies of the Principal shall be equally entitled to set off or exercise rights of retention in the constellations of claims and receivables set out in paragraphs (2) and (3).
(5) However, offsetting of the Contractor with claims against the Client is excluded.

13. Declarations of the parties
(1) The addressee of any declaration by the Contractor in connection with the Contract shall be the Client’s commissioning office.
(2) All documents sent by the Contractor to the Client must contain the order number, the Client’s ordering office, the receiving office, the project name and the number and date of the order letter.
(3) Amendments to the contract and all unilateral legal declarations must be made in writing for reasons of evidence.

14. Confidentiality and data protection
(1) The parties undertake to maintain confidentiality about the content of this agreement, in particular with regard to the conditions, and to observe the applicable regulations on data protection. In particular, the parties shall not make any negative public statements about each other.
(2) The parties shall treat all confidential information made available to them by the other party in connection with the agreement as fully confidential.
(3) Payment does not imply any acknowledgement of the regularity of the deliveries and services and thus no waiver by the Principal of performance, warranty, compensation for damages, etc. Payments shall not be deemed a waiver by the Principal of its claims.
(4) Claims of the Contractor shall be proven by the Contractor and shall expire within 12 months.

15. Assignment / set-off / right of retention
(1) The Contractor may only assign the claims for payment of the purchase price with the prior consent of the Client.
(2) The Contractor shall only be entitled to offset and exercise rights of retention if its counterclaims are undisputed or have been legally established. Rights of retention may only be exercised in the contractual relationship in which the Client’s claim is based. Provision is information, documents or data which are designated as such or which by their nature are to be regarded as confidential, in particular also personal data within the meaning of the DSGVO. This does not extend to information that is publicly accessible or was already in the possession of the other party prior to its transmission.
(3) The obligation to maintain secrecy shall remain in force for 3 years after termination of the business relationship with the AG or, irrespective of a business relationship, for 3 years after the AG has requested an offer. Advertising and publications about the Client’s orders as well as the inclusion of the Client in the Contractor’s reference list shall require the Client’s prior written consent.
(4) The confidentiality obligation does not apply to the disclosure of information to affiliated companies within the meaning of §§ 15 ff. AktG. In particular, information may be passed on to affiliated companies worldwide within the scope of supplier or procurement management.
(5) Furthermore, the Parties undertake to grant access to confidential information of the other Party only to those employees, subcontractors and suppliers who are entrusted with the provision of services under this Agreement and with whom appropriate confidentiality and data protection agreements have been concluded. The above confidentiality obligations shall survive the termination of this Agreement for a period of 5 years. With respect to personal data, the confidentiality agreement shall not terminate.
(6) If the Contractor acts as an order data processor for the Client, an agreement shall be concluded to ensure compliance with the requirements for order data processing.
(7) The Contractor may not use the business relationship with the Client as such or its content for advertising purposes without the Client’s prior consent.

16. Drawings, models, documents
(1) The Contractor may only use drawings, models and documents received from the Client for the purpose of initiating and executing the contract and may not make them accessible to third parties. The Contractor shall return them to the Client immediately upon request, at the latest, however, after termination of the contract. They shall remain the property of the OP, who shall also retain all other rights thereto.

17. Supplier Code of Conduct and Business Conduct
(1) The Contractor is obliged to comply with the Anlagenbau Austria GmbH Code of Conduct for Suppliers. The current version of the Code of Conduct for Suppliers is attached to these EKB and can be viewed on the Anlagenbau Austria GmbH website (www.anlagenbau-austria.com). The Supplier Code of Conduct sets out the minimum standards to be complied with. However, to the extent that the Supplier Code of Conduct conflicts with local laws, local laws shall prevail. The Client may amend the Supplier Code of Conduct in the event of changes in relevant legal, regulatory or institutional requirements, case law or ethical business principles. The Client shall inform the Contractor of any changes or amendments to the Supplier Code of Conduct.
(2) The Contractor acknowledges and agrees that a breach of the provisions of the Code of Conduct for Suppliers shall be deemed a material breach of contract entitling the Client to terminate the contract at any time and with immediate effect and reserves the right to claim further damages. The Client shall not be obliged to compensate for any damages suffered by the Contractor as a result of such termination.

18. Applicable law/jurisdiction, miscellaneous
(1) The contract shall be governed by Austrian substantive law to the exclusion of national and international rules of reference and to the exclusion of the UN Convention on Contracts for the International Sale of Goods 1980 (CISG).
(2) The place of jurisdiction for all disputes in connection with any legally valid contractual relationship between the Contractor and the Client on which these Terms and Conditions are based (including those concerning the validity of the contract itself) shall be exclusively the court with subject-matter jurisdiction at the registered office of the Client. However, the Client may, at its own discretion, also invoke the competent ordinary court a) at the registered office of the Contractor or b) at one of its branches or c) at the place of performance.
(3) Should any provision of these Terms and Conditions be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity of all other business provisions. The contracting parties shall replace the legally invalid or unenforceable provision with a valid and enforceable provision which, in accordance with the content and purpose of the legally invalid or unenforceable provision, comes as close as possible.
(4) The order placed may not be passed on to subcontractors, either in part or in full, without the Principal’s consent.
(5) Amendments or supplements to a contract must be made in writing. This also applies to the amendment of the written form requirement.

Status: 02/2023