GENERAL TERMS AND CONDITIONS OF BUSINESS
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I. Scope of the Terms and Conditions of Business
The following terms and conditions shall apply to all deliveries and services rendered within the scope of our company’s activities. All future transactions shall also be deemed completed and discharged under the condition that these terms and conditions are also applicable, even if these terms and conditions not be explicitly provided in each individual case. Auxiliary agreements shall only be considered valid on a case-by-case basis and only if put in writing.
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II. Delivery
In default of any other agreement in writing, the delivery of the merchandise shall be effected as deemed appropriate at the central warehouse located at Leobersdorfer Straße 24, 2552 Hirtenberg, Austria. Delivery and invoicing shall be transacted in accordance with the prices valid on the day of delivery and under the conditions indicated in the prevailing price lists. Costs for shipping and any shipping risks shall be borne by the purchaser. Any prior weight indications are not binding. All shipments, including delivery free domicile, shall always be at the risk of the recipient. Any damage occurring during transport is to be reported to the shipper in writing upon receipt of delivery by the recipient of the merchandise and/or the invoice. Any such claims are to be asserted vis-á-vis the shipper.
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III. Delivery Period
We shall do our utmost to uphold the confirmed delivery periods; however, we refuse to accept any claims for damages for exceeding the delivery times.
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IV. Prices
Prices are subject to change without notice, shall exclude value-added tax and the cost of packaging and shall increase in accordance with our price list. Any increase in the basis for our calculations (for example, cost prices, taxes, fees, public duties, etc.) shall fully justify any increase in already agreed on prices.
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V. Terms of Payment
In the event of a failure to pay 30 days after the invoice date, interest for delay of 2% above the currently prevailing bank interest rates, albeit at least in the amount of 12% p.a., excluding value-added tax, shall be deemed agreed to. In such an event the purchaser shall undertake to reimburse KROMAG for all reminder and collection agency fees incurred, in particular any costs incurred by any legal action taken by an attorney if necessary in the amount indicated by the currently prevailing schedule of attorneys’ fees. Bills of exchange shall only be accepted upon prior explicit agreement and only for payment, excluding any cash discounts. Discount interest and any fees shall be borne solely by the person liable under the bill of exchange.
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VI. Title Retention
We shall reserve the right of ownership of the delivered merchandise until such time as the purchase price and all auxiliary costs have been paid. However, the purchaser shall also reserve the right to further sell the merchandise as a part of customary business. The purchaser shall undertake to cede his claim for payment from the sale of the item to a third party upon our request and to effect the remark in the purchaser’s accounts or invoices necessary to make the transaction effective. In the event of assignment, KROMAG shall furthermore reserve the right to notify the purchaser’s customer. Any agreement for the reselling of the merchandise shall be forfeit immediately as soon as insolvency proceedings for the purchaser’s assets have been opened. KROMAG’s customer shall not be entitled to pledge the merchandise and shall undertake to notify us immediately should the merchandise be pledged by third parties.
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VII. Warranty
Any claims of defects shall only be recognized if asserted without delay upon the immediate inspection of the merchandise and only if they indicate the exact reason for the complaint. In the event of any kind of defect – substantial or insubstantial, rectifiable or unrectifiable – we shall reserve the right to provide for a rescission of the sale, an improvement or replacement delivery. Should an improvement be unsuccessful, additional attempts at improvement shall be permitted. We shall be held responsible for quality defects caused by our suppliers or producers to the extent and for those times that our suppliers and producers can provide compensation. Vehicle parts are to be examined to ensure the proper fit on the vehicle type in question before mounting and finishing. Wheels are to be examined for fit and freedom of motion before mounting. Wheels or vehicle parts that have already been either mounted or finished cannot be returned. Returns can only be accepted upon prior agreement. The merchandise must be in impeccable condition, in its original packaging and free of any labelling or writing. The utilisation of non-serial vehicle parts requires the entry of this information in the Certificate of Conformity by the competent authorities. An expert assessment from a neutral party (recognized expert) is to be obtained by the customer for the entry of this information for vehicle parts that have not been approved by the vehicle manufacturer. Therefore, generally speaking, we are unable to provide for the entry of this information in the Certificate of Conformity.
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VIII. Liability
KROMAG shall assume no liability for slight or severe negligence. Our liability is essentially limited to the amount that is covered by our insurance policies, or the amount for which our suppliers and producers can be held liable for damages in the event of any fault on their part. Any claims for damages can only be paid in these cases as soon as we have the complete monetary amount at our disposal. We are only liable vis-à-vis our contractual partner who hereby explicitly waives in advance all claims for damages against us asserted by third parties (such as resellers, end consumers, their family members, employees and other aggrieved parties). The purchaser shall undertake to resell the merchandise only on condition of this waiver of third-party claims against us and shall remain liable to us for any failure to do so and for any services we are obliged to render to third parties. 
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IX. Data Handling
KROMAG shall be entitled to utilise and store any personal data regarding the purchaser.
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X. Applicable Law, Legal Venue and Place of Performance
We hereby agree that Austrian law shall be applicable in any case. Legal venue shall be deemed agreed as the competent court in Vienna, Austria.


September 2009
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