General:
These terms and conditions of business and delivery apply to
contracts between DURAPARTS GmbH (hereinafter:
DURAPARTS) and customers, unless something different was
expressly agreed in writing when the contract was concluded.
Any conflicting provisions in the customer’s general terms and
conditions are hereby expressly contradicted.

1. Conclusion of contract:
Offers are non-binding and subject to change in the sense of an
invitation to submit an offer to the customer. A contract is only
concluded with the written order confirmation or with delivery
of the goods, based on a written or oral order.

2. Delivery/place of performance:
2.1. DURAPARTS undertakes to deliver the delivery items
described in the order confirmation and is entitled to make
partial deliveries, which may be invoiced separately.
2.2. All deliveries are made ex works (EXW Incoterms 2010).
When the goods are handed over to the customer, their
representative or a freight forwarder, the risk is transferred to
the customer in accordance with Section 446 of the German
Civil Code (BGB). The same applies in the event of delay in
acceptance or an unjustified refusal of acceptance by the
customer.
2.3. Delivery and service deadlines are only binding if they are
included in a written offer or written order confirmation from
DURAPARTS. After binding delivery deadlines have expired, the
customer must first set DURAPARTS a reasonable grace period
with a declaration that they will reject the services after the
deadline has expired. If this grace period expires without result,
the customer can withdraw from the contract to the exclusion
of any other claims – subject to any rights in accordance with
Section 7.
2.4. Delivery and service deadlines are extended for the
duration of the hindrance as well as an appropriate phase-out
period, in the event of disruption due to force majeure and other
obstacles for which DURAPARTS is not responsible, insofar as
such obstacles – such as disruption in internal deliveries,
strikes, lockouts, operational disruptions, etc. – occur the
delivery or service of DURAPARTS has a significant influence. If
delivery becomes permanently impossible or unreasonable due
to such a disruption, DURAPARTS can finally withdraw from the
contract.
2.5. If a fixed delivery date or a specific delivery period is
bindingly agreed without any reservation, the following applies:
2.5.1. The delivery period begins on the day of the final order
confirmation, but not before all implementation details have
been fully clarified and not before the documents, approvals,
releases to be obtained from the customer have been provided
and an agreed deposit has been received.
2.5.2. The delivery deadline is deemed to have been met if the
customer has been informed that the delivery item is ready for
dispatch by the time it expires.
2.6. If the customer delays acceptance or requests a
postponement, DURAPARTS is entitled to charge an additional
0.5% of the agreed net price per week.

3. Prices:
3.1. The prices result from the written offer made by
DURAPARTS or from the written order confirmation, in the
absence of a written agreement for delivery ex
works/warehouse at the DURAPARTS prices valid on the day of
delivery.
3.2. For deliveries ex works/warehouse, the prices exclude
freight/shipping costs, unless otherwise agreed, as well as
statutory VAT and other statutory duties at the applicable rate.
3.3. All additional fees, public charges and any new taxes must
be borne by the buyer.

4. Payment terms:
4.1. Unless otherwise agreed, payments must be made within
14 days of the invoice date.
4.2. If the customer exceeds the agreed payment deadlines,
interest of 4% p.a. will be charged from the due date, without
the need for a prior reminder. a. above the respective discount
rate of the Austrian National Bank on the purchase price, unless
the customer proves that DURAPARTS incurred a significantly
lower interest loss.
4.3. DURAPARTS is entitled to only carry out deliveries against
advance payment if there are facts that indicate that the
customer’s financial circumstances have deteriorated
significantly after the conclusion of the contract, in particular if
the customer does not pay DURAPARTS’ due claims and
therefore DURAPARTS’ payment claims appear to be at risk . In
this case, DURAPARTS can also suspend further services until
all outstanding claims arising from the relevant contractual
relationship or from economically related contracts or
preliminary orders have been paid in cash by the customer or
sufficient security has been provided.

5. Retention of title:
5.1. Until all of DURAPARTS’ remuneration claims arising from
this contractual relationship as well as other existing claims
from the ongoing business relationship with the customer have
been settled in full, DURAPARTS reserves ownership of the
delivered production (hereinafter “reserved goods”).
5.2. The customer may install and modify reserved goods as
part of his normal business transactions. However, any
connection, mixing, processing or transformation of the
reserved goods is carried out exclusively for DURAPARTS, which
corresponds to a co-ownership share in the finished goods or in
the new item.
5.3. The customer is entitled to resell the reserved goods or
items co-owned by DURAPARTS in the ordinary course of
business subject to retention of title. The customer hereby
assigns his future claims arising from the transfer of the
reserved goods to the respective invoice value of the reserved
goods until full payment of all amounts specified in Section 5.1.
The security claims mentioned above are transferred to
DURAPARTS, which accepts this assignment. If DURAPARTS
only has a co-ownership share in the items sold, the claims are
assigned in the amount of the sales value of this share, but with
priority over the other claims. At the request of DURAPARTS, the
customer will inform DURAPARTS of the names and addresses
of the relevant customers as well as the nature and extent of his
existing claims against them. DURAPARTS may disclose this
assignment at any time to secure its payment claims. The
customer is not permitted to pledge or assign reserved goods as
security.
5.4. If third parties access the reserved goods, the customer will
point out the ownership of DURAPARTS and immediately notify
DURAPARTS in writing. The customer bears all costs of an
investment procedure and other defensive measures in
connection with such third-party access.

6. Warranty:
6.1. The warranty period is six months from the transfer of risk.
6.2. Durability guarantees for wearing parts are not given.
6.3. The customer will immediately examine the delivery items
for any errors or defects and report these to DURAPARTS in
writing. Hidden defects must also be reported to DURAPARTS in
writing immediately after becoming aware of them. Within this
warranty period, DURAPARTS will remedy, free of charge, any
defects that can be proven to have existed before the transfer of
risk, exclusively through replacement delivery or repair on site
or in the factory, at DURAPARTS’s discretion. Replaced parts
become the property of DURAPARTS. If a replacement delivery
or improvement is not successful, DURAPARTS refuses a
replacement delivery or improvement or if a replacement
delivery or improvement is not carried out within a reasonable
period of time, the customer can demand cancellation of the
contract or a reduction in the price.

7. Liability:
7.1. DURAPARTS, your managing director, your vicarious agents
and vicarious agents are liable for fault, conclusion of contract,
positive breach of contract, delay, impossibility, tort or other
legal reason only in the event of intent, gross negligence or
breach of cardinal contractual obligations. In the event of delay
or impossibility, the customer alternatively has the right to
terminate the contract after a reasonable grace period of at
least four weeks. In the event of a breach of cardinal
obligations, the amount of damages is limited to compensation
for typical, foreseeable damage.
7.2. Legal liability under the Product Liability Act remains
unlimited to the extent permitted by law.
7.3. To the extent that DURAPARTS is liable for a culpable
violation of essential contractual obligations (cardinal
obligations), this liability is limited to 100,000 euros for personal
and property damage and 10,000 euros for pure financial loss,
provided there is no intent or gross negligence. This limitation of
liability also applies in the event of intent or gross negligence on
the part of DURAPARTS employees who are not executive
bodies or executives.
7.4. Liability for indirect damages, consequential damages or
lost profits is excluded unless liability is based on intent or
gross negligence on the part of DURAPARTS’s executive bodies
or executives or in the absence of a guaranteed feature.
7.5. Any liability is limited to such typical damages, the
occurrence of which DURAPARTS could reasonably have
foreseen when the contract was concluded based on the
circumstances known at the time.

8. Other:
8.1. The customer is only entitled to declare a set-off or to assert
a right of retention, including that under Section 369 of the
German Commercial Code (HGB), if the corresponding claim is
undisputed or has been legally established by a court.
8.2. In order to be effective, changes and additions to the
contract and these terms and conditions of business and
delivery require a waiver of this written form requirement in the
individual case. 8.3. Should one of the above provisions be or become
ineffective, this will not affect the validity of the rest of the
contract. The parties will replace an ineffective regulation with
one that comes closest to the economic purpose pursued.
8.4. Austrian law applies. The regulations of the UN Convention
on Contracts for the International Sale of Goods are excluded.
8.5. The place of performance for all services from this contract
is the headquarters of DURAPARTS. The place of jurisdiction for
all possible legal disputes arising from the contract is Gmunden.