tilo Terms and Conditions

1. GENERAL

1.1. Tilo GmbH Company shall purchase goods and services exclusively on the basis of these terms and conditions of business. These terms and conditions are abbreviated as follows: „T&C“ (TCB). They shall be an essential part of all contracts and shall also apply in the future to any further purchases and/or orders as well as any related legal transactions and contracts.

1.2. Hereinafter the Tilo GmbH Company is referred to hereinafter as the Purchaser (in short "PUR"). Tilo GmbH´s respective contractual partner is referred to hereinafter as the Contractor, (in short "CON").

1.3. If individual provisions of these terms TCBs violate current or future mandatory law, this shall not affect the remaining provisions of these TCBs shall not be affected. The invalid provisions shall be replaced by egally effective provisions that are as similar as possible to the provisions that are to replaced.

1.4. All organs and representatives of the PUR shall only engage the PUR within the scope of these TCBs.

1.5. Any additional side agreements going beyond that and/or amendments require a written confirmation in order to be valid from those bodies of the PUR who are registered in the Register of Companies and are authorised to sign for and on behalt of the company.

1.6. Any of the Contractor's terms and conditions that are in contradiction to these conditions, shall be ineffective, unless a change is not made by mutual consent and in line with the formal requirements in item 1.5.

1.7. All and any legal issues arising from the business relationship and the GPTs shall be solved according to Austrian law.

1.8. The PUR hereby informs the Contractor that his data are automatically processed and stored by an EDP system. The data is processed to automatize correspondence and payment transactions. Such data shall not be passed on.

1.9. Any verbal orders placed shall only be valid if confirmed in writing by PUR and if they are in accordance with the formal requirements laid down in item 1.5.

1.10. All orders placed by PUR shall only be binding if fully accepted in writing within 10 days from the order date by the CON using the attached order confirmation. If the written order confirmation does not reach PUR within this period, the latter shall no longer be bound by the order.

1.11. Delivery schedules shall become binding if the CON does not contradict them within 10 days from receipt.

2. PRICES AND CONDITIONS OF PAYMENT

2.1. The prices given in the PUR´s order are net prices. They do not contain any VAT, customs agreements, duties etc. or packaging and dispatch and delivery costs wich are marked in the relevant order.

2.2. The prices are fixed prices. Any price increases occurring in the meantime at the suppliers of the CON for raw materials, wages, operating costs, duties, taxes or customs and similar shall not justify any price increase.

2.3. The CON shall invoice directly after delivery. The text of the invoice and the figures in the invoice shall be written and broken down in such a manner that a clear comparison can be made with the order and the invoice can be examined readily and effectively. Order number and order data shall be included in the invoice.

2.4. The following payment terms are agreed upon where a seperate payment agreements is not made.

2.4.1. Payment within 30 days net according to the PUR's choice either by bank- or postal transfer, against three months´acceptance or customer´s acceptance bill.

2.4.2. On payment within 14 days: deduction of a 3% discount.

2.4.3. On payment via direct debit: deduction of a 5% discount.

2.5. On payment with promissory note, the discount interest and the bank expenses that become due shall be invoiced by the bank directly to the PUR. PUR shall be entitled to extend a promissory note by another three months.

2.6. Transfers from PUR - may- at his free choice – be made to any of the Contractor's accounts with debt discharging effect.

2.7. C.O.D. deliveries shall only be accepted by PUR after prior notification.

2.7.1. Any provisions of retention of title by the Contractor are not permitted and are ineffective.

3. QUOTATIONS, PLANS, DESCRIPTIONS, DOCUMENTATION AND QUALITY

3.1. Our inquiries are without obligation and do not commit us to any payment or refund for the quotation whatsoever. The quotations shall correspond exactly to the text of the inquiry and shall contain the inquiry number noted at the head of the inquiry. Specific attention shall be drawn to any deviations from the inquiry in the quotation. Alternative suggestions may be submitted separately.

3.2. All plans, descriptions and documents provided by PUR to the CON shall remain the property of PUR and shall be returned at the latest along with the delivery.

3.3. The CON shall keep these documents confidential and shall carefully ensure that they are not disclosed to third parties.

3.4. The CON shall comply precisely with the PUR's quality standards for all supplies of goods and services. The CON confirms that he is fully familiar with the PUR’s quality standards. Upon request, the quality standards shall be sent by PUR to the CON.

4. DELIVERY, PACKAGING AND DISPATCH

4.1. The delivery dates and deadlines specified by PUR shall be adhered to most accurately and shall be considered as fixed dates. These dates and deadlines shall include corresponding freight times and are to be understood as ”ARRIVAL OF THE GOODS AT THE DELIVERY ADDRESS“

4.2. As soon as the CON recognizes that a delivery on time is not possible,he shall make this known to the PUR, specifying precisely the reasons for and the exact duration of the delay, and shall obtain a statement from PUR as to whether and under what conditions PUR still wishes for a performance of the contract. PUR shall be allowed a period of at least 14 days to reply.

4.3. In the event of a delivery by the Contractor that is not exactly within the deadline, PUR shall be entitled to withdraw from the contract without setting a period ofgrace, and to demand compensation for the entire damages resulting, including loss of profit..

4.4. In the event that the PUR is willing to accept a delayed delivery, the Contractor is under obligation to pay a penalty of 0.5% of the total contract sum for each calendar week of the delay. This penalty shall not be subject to the judicial right of moderation.

4.5. Force majeure shall release the affected contractual party from those obligations, for which fulfillment has become impossible or unreasonable as a result of the event for the duration of its effect. Force majeure shall be understood as unpredictable events of external orgin and wich cannot be prevented though the use of reasonable means. Failure to comply with deadlines on the part of sub-suppliers or transport companies and failure to produce an acceptable piece of work shall in no event be considered as force majeure.

4.6. The PUR shall not ne under obligation to accept partial deliveries or deliveries before the agreed date.

4.7. Goods shall be packed by the CON appropriately and correctly. All goods shall be supplied exclusively in licensed packaging (packaging regulation). If this is not the case, PUR must be informed separately in writing. A comment on the invoice or delivery note shall not be acknowledged.

4.8. At PUR's request, the dispatch of the goods shall be announced in writing in good time.

4.9. If by way of exception on the basis of a separate written agreement, PUR is to bear the costs of packaging and/or dispatch and/or transport and/or delivery, the Contractor shall ensure that the costs pertaining thereto are kept as low as possible. For activities of the CONin this context, only his own costs may be invoiced.

4.10. Non-acceptance of the goods by PUR shall oblige the Contractor to collect such goods within 8 days after notification. Should the Contractor fail to comply with this request, PUR shall be entitled to return the goods

4.11. All returns for whatever reason shall be at the Contractor’s expense and risk.

5. ACCEPTANCE, WARRANTY, COMPENSATION AND PRODUCT LIABILITY

5.1. The place of performance for the CON´s deliveries shall be the delivery address specified in each order.

5.2. PUR shall not be under obligation to examine the goods immediately on delivery, but shall be entitled to object to any defects within 30 days after acceptance (in the case of consignment goods this period is extended to 6 months). PUR shall only examine the goods on the basis of their external properties while retaining full claims for warranty and damages and all claims pursuant to the Product Liability Act. Any defects appearing later shall be deemed to be concealed defects to which the warranty and compensation provisions and the provisions of the Product Liability Act shall apply in full..

5.3. The warranty period is mutually agreed to be one year for movables..

5.4. PUR shall be entitled to set shortrespites for the remedy of defects.

5.5. PUR shall be entitled to determine where defect shall be remedied. He shall not be under obligation to participate in the remedy of the defects.

5.6. The Contractor shall be under bligation to reimburse PUR for any indirect losses that result from the violation of relevant statutory provisions and standards as well as applicable contractual provisions.

5.7. The CON shall be under obligation to compensation for damages even in the event of slight negligence.

5.8. The Contractor shall be fully liable in full for goods or parts of goods obtained from sub-suppliers.

5.9. In the event of a remedy of defect by the Contractor, the warranty period shall be extended by a further year.

5.10. By dispatching the goods, the CON guarantees that they correspond with all relevant statutory provisions and standards in Austria, contractual provisions as well as the international technical quality standards.

6. NON- ASSIGNMENT CLAUSE

6.1. The CON may assign claims deriving from the contractual relationship with PUR to third parties only on the basis of express consent in accordance with the formal requirements of Item 1.5.

7. JURISDICTION

7.1. For all and any disputes arising from the business relationship between the contractual parties the competent court at Ried im Innkreis shall have exclusive jurisdiction. This agreement on jurisdiction shall also apply to actions on a bill of exchange.

8. MISCELLANEOUS

8.1. Depending on the items supplied, PUR shall be entitled to inspect and regularly verify production and/or to reject defective components during production.

8.2. The Contractor shall indemnify PUR against any claims from patents and industrial property rights in connection with the fulfilment of the contract.

8.3. The CON confirms that he has received from PUR all the information and documentation required for the fulfilment of the order. The Contractor may not plead that he has not received information and documentation from PUR. The Contractor shall procure all information and documentation necessary for the performance of the order at his own cost. The "Tilo-Quality standards“ shall be an integral part of this contract or these STPs. If the Contractor does not have these quality standards, he shall request these in writing from PUR.