1. Area of application

1.1. All our deliveries and services are made solely on the basis of and by<ins> </ins>application of these General Terms and Conditions of Business (GTC). Any arrangements deviating from these GTC and/or commitments shall only apply if they have been confirmed by us in writing. We are not obliged to contradict the GTC of our contractual partners, not even in cases<ins> </ins>these GTC state the validity of the same as an express condition for the conclusion of the contract. tilo GmbH declares that it will only conclude agreements<ins> </ins>on the basis of these GTC.

1.2.Our GTC shall also apply to all future business relations. All and any agreements, commitments or information by and from us shall only be effective if in writing.

1.3. For consumers under the Austrian Consumer Protection Act (öKSchG), the provisions of these GTC shall apply only it they are not in conflict with mandatory consumer protection provisions.

2. Offer, Quotation Conclusion of Contract

2.1. All our offers are non-binding and subject to change. Any information contained in catalogues, brochures, product descriptions etc. shall only be binding ifs specific<ins> </ins>reference is made to his in our order confirmation. Any and all images, measures, weights or other performance data, apperance, prices and conditions in brochures, catalogues and the like are provided as examples only.

2.2. Sales, order and contracts with us shall only become binding following our written (order) confirmation. Written or electronic statements on our part or invoices are deemed to have been<ins> </ins>sent to the contractual partner<ins> </ins>if they have been mailed by post to an address of the<ins> </ins>contractual party known to us, sent by fax to a fax number of the contractual partner<ins> </ins>known to us or it they can be called up by<ins> </ins>the contractual partner<ins> </ins>under normal circumstances. The contractual parnter agrees that all business correspondence, invoices etc. are both created and forwarded to him electronically.

2.3. Any quantities, measures and performance data specified in our order confirmation, prices and terms shall be verified by the contractual partner immediately on receipt of the order confirmation. If the contractual partner does not query any deviations within 5 calendar days from dispatch of the order confirmation and communicate those immediately in writing, the designs as laid down in the order confirmation shall be deemed as agreed and binding.

2.4. All plans, sketches, technical preparations or proposals, samples and the like made or processed by us, are our intellectual property. If no contract is concluded, these and any cost estimates or quotations shall be paid for appropriately.

3. Delivery, Transport, Transfer of risk

3.1.

Delivery dates are without obligation and shall only commence after presentation of all technical and other design details, payment of an agreed down payment, and/or full clarification of all details of the performance. Delays in delivery shall not entitle the contractual partner to withdraw from the contract, nor to make warranty, recission for innocent interpretation or compensation claims.

3.2. Compliance with the delivery deadline also requires compliance with all contractual obligations by the contractual partner arising from other businesses.

3.3. Stoppages of any kind or other impediments resulting from force majeure or any facts beyond our or our suppliers ´control shall entitle us to extend the delivery times or to partially or fully terminate the contract under exclusion of all<ins> </ins>warranty, recission for innocent interpretation or compensation claims. This shall also apply in the event that such incidents occur at a time when we already in delay.

3.4. We shall be entitled to make partial or advance deliveries wich may be regarded and invoiced as independent deliveries.

3.5. The contractual partner shall be entitled to withdraw from the contract in the event of a gross delay in delivery or gross negligence on our part or on our suppliers ´part and also upon the unsuccessful expiry of a period of grace of at least three weeks set in a registered letter..

3.6. In the event that the goods or partial deliveries are not accepted by the contractual partner or <ins>if </ins>the preparations and measures required for the delivery have not been completed by the contractual partner, all unfavourable consequences shall be at the contractual partner´s expense. At our choice, we may also store the goods at the contractual partner's risk and expense and charge a storage fee of at least 3 % of the invoice amount per month commenced or withdraw from the contract after setting a period of grace of 3 days. The contractual partner shall further be under obligation to pay us full compensation.

3.7. Any complaints with regard to partial deliveries shall not entitle the contractual partner to refuse the remaining deliveries.

3.8. The transfer of use and risk to the contractual partner shall take place regardless of the agreed invoicing of freight, insurance etc. (cif, FOB etc.) and in any case on the handing-over of the goods to the carrier even if carriage paid, delivery by our own vehicles has been agreed or if<ins> </ins>the transport is organised, run or paid by us. The risk shall also pass over to the contractual partner in the event of a delay in dispatch from our plant or our store caused by the contractual partner on the day of dispatch or also in the case of non-acceptance for whatever reason, even in the case of defects.

3.9. Any one-sided changes in performance on our part, such as changes due to technical reasons as well as variances in dimensions, weights, colours and samples shall be acceptable to the contractual partner, if these can be justified with good cause. This also applies to subsequent deliveries.

4. Warranty, Liability, Disclaimer

4.1. The contractual partner shall closely inspect our deliveries and services with regard to defects or damage or variances in amounts immediately upon receipt. If the goods are found to be defective, the contractual partner shall notify us immediately or at the latest within 3 days from delivery and in writing, otherwise claims for warranty and compensation shall be excluded.

Excess or reduced weights or excess or reduced quantities up to +/- 10 % shall not entitle the contractual partner to assert any claims for price reductions or compensation.

4.2. All complaints which are not made in writing shall be disregarded. The contractual partner shall have no right of claim regarding warranty or damages after the processing of the goods delivered, assembly, fitting, non-compliance with our instructions or improper use/assembly.

4.3. In the case of complaints that are justified and forwarded in time, we shall provide, against return or after examination of the goods found fault with, at our discretion, removal of defects, replacement credit or price reduction. Other claims such as conversion, withdrawal from the contract,  rescission for innocent interpretation or the consequences of defects, in particular liability for consequential loss (material damage- and/
or injury to persons), loss of profit etc. even as a result of delay shall be excluded in all cases.

4.4. Improvements, attempted improvements or subsequent deliveries shall not extend or interrupt the warranty period. In particular, the warranty period shall not be extended if improvements or attempted improvements take place outside the warranty period of 6 months.

4.5. Any defects or claims on the part of the contractual partner against us do not entitle the latter to withhold in part or in full the amounts invoiced by us or to object that the contract was not preformed properly.

4.6. We shall warrantly that the goods delivered and the material delivered are state of the art and meet the qualities as expressly assured for a period of 6 months from the transfer of risk as per Item 3. The condition for the asserting of warranty rights and compensation claims by the contractual partner or the person accepting the goods is that the contractual partner shows evidence of the existence of the defect at the time of hand-over or on the<ins> </ins>transfer of the risk. The proof of fault and the proof of defects of the goods at the time of the<ins> </ins>transfer of risk shall in any case be with the contractual partner, contrary to the assumption of §§ 924, 1298 ABGB. No warranty shall be accepted in the event of the sale of used goods, repair works or alterations or conversions.

4.7. Rights of recourse against us especially in the event that a claim is made against the contractual partner even for defects for which we are responsible (§ 933b ABGB), shall be excluded.

4.8. Declarations described as "Guarantee“ by us are merely statutory (extended) warranty promises and not guarantee promises.

4.9. If the goods are improperly handled, fitted or poorly maintained by the contractual partner or his agent or if repairs or changes are made by third parties, all warranty rights and compensation claims on the part of the contractual partner shall expire.

4.10. We shall only be liable for damages caused by the contractual partner or third parties in the event of intent or serious gross negligence, equal to intent. The negligence must in any case be proved by the contractual partner. Our liability for consequential harm caused by a defect, indirect (consequential-) damage, costs for legal action, loss of profit, losses of utilization or application on the part of the contractual partner or third parties shall also be excluded as are compensation claims and claims due to recission for innocent interpreting, arising from a possible defective delivery.

4.11. We shall not be under obligation to check the documentation provided (plans, drawings, sample calculations, technical descriptions, approvals by authorities, etc.) with regard to accuracy, suitability and compatibility with the services commissioned. The contractual partner shall guarantee the accuracy, suitability and compatibility of the documentation provided.
We shall not be under obligation to carry out any special verifications or measurements (preparatory works by third parties, existing buildings<ins>,</ins> etc.). As regards circumstances and conditions of a technical or factual nature outside of the agreed scope of offer and supply, we shall not have any obligation to verify, warn or inform. We shall not be liable for negative consequences resulting from the obvious or hidden unsuitability of documentation provided by the purchaser, data, materials provided or incorrect instructions on the part of the contractual partner.

4.12. In general we shall not shall not be liable for material damage that our contractual partner suffers in the context of his business. The contractual partner expressly waives the right to assert claims for compensation or recourse in particular under § 12 PHG. The contractual partner shall be under obligation to transfer this disclaimer or waiver in the event that the goods are sold onwards to an entrepreneur other than this person. Furthermore the contractual partner expressly renounces his right to any recourse toward us in the event of claims under the Product Liability Act.

4.13. All claims for compensation or product liability against us are limited in amount to the net value of the individual subject of the contract giving rise to a claim for compensation. Claims for compensation against us, must, under pain of limitation or other loss of claim, be enforced within 6 months from knowledge of the
event causing the claim.

4.14. In the case of obligations to pay penalties agreed under contract on our part, even in the event of its exclusion, regardless of § 384 HGB the court's right to reduce or abate fines or punitive measures shall apply. In any case an applicable contractual right to reduce fines is deemed as<ins> </ins>agreed under the guidelines of the court's right to reduce fines (judicial discretion).

5. Prices and terms of payment

5.1. Unless specifically agreed, our prices are ex-works / warehouse including loading, but without packaging and plus the statutory VAT.

5.2. Delivery in Austria shall in general be free of cost for an order value of Euro 400.00 or more, below this freight costs of Euro 25.00 shall be invoiced; in Germany and Switzerland carriage paid from an order value of Euro 700.00 onwards. below this Euro 30.00 shall be invoiced as a freight surcharge.

5.3. Unless agreed otherwise, the invoice amount shall be paid within 14 days from the date of invoicing without any deductions (net).

5.4. For partial invoices the relevant part payments are due on receipt of the relevant invoices.

5.5. Any discounts, bonuses and other deductions granted shall be subject to a condition precedent on receipt of full payment within the payment deadline and can only be utilized by the contractual partner in the case of proper performance of all contracts pending on conclusion of contract or contracts not yet performed. If the goods are sold on to a reseller by the contractual partner, all the conditions (discounts, bonuses etc.).granted shall no longer apply

5.6. Bills of exchange and cheques shall only be accepted for payment with our express consent and only with reservation and shall not be regarded as final payment until they are fully cleared. All expenses, fees and costs shall be at the contractual partner´s expense, even where these are passed on or prolonged. We shall not be liable for the timly presentation, protest and/
or non-clearance of a bill of exchange.

GTC - General conditions of sales and delivery

5.7. Due claims against us can only be offset against our claims if the counter-claim has been accepted by us in writing or has been adjudged with legal effect.

5.8. We shall be entitled to withhold our performance until the contractual partner has fulfilled all obligations vis-a-vis us at the time of the agreed delivery or has provided, at our request, a bank guarantee for the contract amount. If the contractual partner is in default with only one partial performance, all our
further claims arising from all deliveries and services vis-à-vis the contractual partner shall become due without delay.

6. Retention of title

6.1. Goods supplied by us shall remain our property until all invoiced amounts including all incidental claims such as<ins> </ins>interest and operating costs from all deliveries and services have been paid. The reservation of title may be used as a security for claiming outstanding amounts.

6.2. The contractual partner shall<ins> </ins>however be entitled to resell the goods delivered with retention of title in the normal operation of his trade. He shall not be entitled to do so if he is in default of payment or must recognize that he cannot pay our claim in full when it is due. The contractual partner shall already now irrevocably assign to us the claims arising for him from the resale of the goods sold under retention of title, regardless of any treatment or processing, whereas these claims shall simultaneously also arise as our claims. The contractual partner agrees to note the assignment of the claims when they arise in his books or within his EDP accounting.

6.3. If the goods sold under retention are mixed or combined with other goods, or are treated or processed, we shall acquire a proportional co-ownership in the new property. Our retention of title shall also apply to the new property.

6.4. For the duration of our ownership right, the contractual partner shall not be permitted to pledge or assign or otherwise mortage the product as a security. Access by third parties to the goods where the title has been retained must be reported immediately. The contractual partner shall do all in his power to defend such access by third parties and at his cost and indemnify us and keep us harmless<ins> </ins>in respect of all costs arising from the preservation of our claims to title (e.g. claims of third parties in enforcement proceedings<ins>,</ins> etc.).

6.5. The contractual partner assign to us in advance the insurance or compensation claims arising for him from the destruction of or damage to the goods sold under retention or agrees to ensure that such claims are properly assigned.

6.6. We shall be entitled to demand the immediate return of the goods delivered but not yet fully paid if the contractual partner does not meet his payment obligations towards us in time and in full or if bankruptcy or insolvency proceedings are applied for or instigated over the assets of the contractual partner, the contractual partner stops payments or approaches his creditors on the basis of an out of court settlement. The assertion of a claim of retention to title is not regarded as withdrawal from the contract, and as such the contractual partner shall be in any case under obligation to pay the purchase price. Our right to compensation due to non-performance shall in any case remain.

6.7. The contractual partner shall be under bligation to inform us of the whereabouts or any resale of the goods under retention of title, by giving us the name and the address of the purchaser.

7. Place of fulfilment, Validity, Jurisdiction

7.1. Place of fulfilment for delivery and payment and for all commitments of the contractual partner vis-à-vis us shall be A-4923 Lohnsburg, even if the delivery of the goods or the provision of our services take place at another place as agreed.

7.2. Should individual or several (partial)<ins>-</ins>provisions of these GTC be legally inffective or become invalid, this shall not affect the validity of the remaining provisions. It is agreed that the invalid (partial-)provision shall be replaced with a provision whose economic purpose comes legally as close as possible to the invalid provision.

7.3. For consumers under the Austrian Consumer Protection Act, the (partial)<ins> </ins>provisions of these GTC shall only apply, it they are not in conflict with mandatory statutory consumer protection provisions.

7.4. The legal relationship between us and the contractual partner shall be governed by Austrian law (UN sale of goods law /CISG shall be excluded).

7.5. All and anydisputes arising between us and the contractual partner in particular in connection with this contractual relationship shall be subject to court materially and locally competent for A-4923 Lohnsburg, Austria.

März 2006, tilo GmbH, A-4923 Lohnsburg/Kobernaußerwald