GENERAL TERMS OF SALE AND DELIVERY (Revision of 2016/02/01)
a) The following Terms of Sale and Delivery are an integral part of every contract concluded with our company, even if, in the context of an existing business relationship, we do not expressly cite them in a contract concluded at a later point in time.
b) We hereby explicitly oppose any and all departures from the present Terms, particularly such as might be contained in the purchaser’s terms of business for purchasing; such departures shall only have legal effect if we confirm them in writing.
c) Any agreements or commitments made by our staff members in departure from the present Terms shall only be legally binding if we confirm them in writing. Our staff members working outside our business premises are not entitled to make any commitments proceeding beyond the scope of the present Terms.
CONCLUSION OF CONTRACTS:
a) Any order shall be deemed to have been accepted by us only once we either present written order confirmation or we have indeed provided the service as agreed upon.
b) We expressly reserve the right to rescind acceptance, and thus confirmation, of any order, even if pre-paid, on condition of our technical ability to carry out the order and our ability to supply the goods ordered.
III. PRICES AND TERMS OF PAYMENT:
a) All prices shall be deemed to exclude VAT applicable by law and to be ex works, excluding shipping costs and packaging. Prices shall generally be deemed applicable to cash payment.
b) In the case of payment delays we shall be entitled to charge interest on arrears pursuant to article (§) 1333 para 3 ABGB (Austrian General Code of Civil Law) in the amount of 8 % above the base interest rate. If the amount of damages exceeds the interest provided for by law, we reserve the right to assert additional damage claims.
c) Any setoff of claims asserted by the purchaser, regardless of the title from which such claims may be derived, against claims asserted by us is hereby excluded, unless we grant written consent to such a setoff.
d) In the case of an order placed by a body of persons or a partnership, the ordering party or the partners shall be jointly and severally liable for payment.
e) Any discounts off listed prices or other price reductions shall be granted only on condition that the purchaser meets all financial obligations towards us during the following three years. Hence, if the purchaser defaults on payment due to the opening of insolvency proceedings, we shall be entitled to retroactively claim any price reductions granted during a period of up to three years prior to the opening of insolvency proceedings in an amount we deem commensurate with the payment default.
f) Irrespective of the term of any collateral security we have accepted or whose value we have credited the purchaser with, all of our claims shall become due immediately if the present Terms of Payment are not adhered to or if circumstances limiting the purchaser’s creditworthiness become known to us.
a) We shall retain title to all goods delivered by us until paid in full; the purchaser may only resell such goods if we provide written consent and our reservation of title is imposed on the third party.
b) The purchaser hereby assigns to us all claims, along with any ancillary rights, that might be held on account of resale of goods subject to reservation of title as compensation for any claims we might hold against the purchaser. The same shall apply accordingly to goods that are modified, processed, joined or mixed with others.
c) Upon our request, the purchaser shall be obliged to inform, immediately and in a demonstrable manner, any debtor of having ceded claims to us and to provide us with information and documentation pertaining thereto.
d) In cases of delivery made within a current account agreement, our reservation of title serves as security for the balance due.
e) The purchaser shall be obliged to inform us without delay of the opening of any insolvency proceedings against that party and of any claims asserted by third parties against our reservation of title, and in such a case the purchaser shall be obliged to yield the goods to us immediately.
a) Any indication we give of delivery terms shall be subject to change; no binding transaction shall come into being merely on account of such an indication. The delivery term shall begin from the day on which we confirm the order yet not prior to the clarification of all details concerning order fulfilment.
b) We shall not be obliged to deliver goods for as long as an event of force majeure takes place. Such include in particular any unforeseen, unintentional disruption of our ability to execute delivery, regardless of whether this may be caused by actions taken by authorities, by technical problems or by strikes or lock-outs occurring at our facilities or those of a party hired by us to assist in fulfilment of the order. If such an occurrence lasts longer than four weeks, both parties shall be entitled to withdraw from the transaction or, if applicable, the part of the transaction not yet fulfilled.
d) The purchaser shall not be entitled to claim damages on account of non-performance or delay of performance, if the circumstances leading thereto were not intentionally caused by us or by gross negligence on our part.
e) In general and unless otherwise agreed upon, all deliveries shall be deemed ex works and not to include installation. The delivery deadline shall be deemed to have been met when notice is given in time that the goods are ready for shipment.
f) In the case of delivery ex works, risk for the goods shall pass to the purchaser upon loading or, in the case of delay in accepting the goods, at the point in time for receiving the goods of which we notify the purchaser. In all other cases, risk shall pass to the purchaser at the point time at which the goods are finished or, in the case of delay in accepting goods, at the point in time of finishing of which we notify the purchaser.
g) The purchaser shall be obliged to accept partial deliveries.
h) Once a delivery has been agreed upon and we notify the purchaser in time of the delivery date, the date shall be deemed agreed upon unless the purchaser objects to it in writing no later than eight days prior to the date. If the purchaser is not present at this time or has not taken suitable measures or made suitable preparation for accepting the goods, our obligations shall be deemed fulfilled and risk shall pass to the other party. The purchaser shall bear all costs incurred.
Our components are covered by a 12-month warranty.
Subject to the following provisions, we provide a warranty against any defects found in the goods, including their lacking any guaranteed properties:
a) Applicable technical standards shall be authoritative for determining the quality of our products and the manner in which they have been manufactured. The ordering party alone shall bear responsibility for the proper design and suitability in practice of any custom parts manufactured according to specifications provided by the ordering party, even if we advised the ordering party during development.
b) This obligation shall apply only to such defects as become evident during a period of one year under one-shift operation beginning with the point in time when risk passes to the purchaser or, in the case of delivery including installation, beginning with the point in time when installation has
c) The purchaser shall give notice of defects in writing as soon as possible once the goods have arrived at their place of destination.
d) Notice on defects not able to be discovered immediately, even by the most diligent inspection, shall be given without delay following their discovery, yet no later than six months (three months in the case of a multiple shift operation) after shipment of the goods.
e) The purchaser shall only be entitled to invoke the foregoing clause if the vendor is notified of the ascertained defects without delay. Application of the presumption rule found in article (§) 924 ABGB (Austrian General Code of Civil Law) is hereby precluded. If, pursuant to the provisions of the foregoing clause, the vendor is obliged to rectify such a defect, the vendor shall have the choice of:
. remedying the defect on location;
. having the faulty goods or parts sent back in order for the defect to be remedied;
. replacing the faulty parts; or
. replacing the faulty goods.
f) All damage claims based on defects shall become void if the purchaser: does not give us the opportunity to inspect the goods on site or have them inspected by an authorized party; does any work on the parts complained of without our express consent; or does not put the defective parts at our immediate disposal when asked to do so.
g) Claims based on defects shall be subject to a limitation period of no longer than two months after we have rejected the claims in writing.
h) The provisions stated heretofore shall also apply to goods supplied other than according to contract.
i) Further claims raised by the purchaser shall be excluded pursuant to the following paragraph. This shall apply in particular to claims filed for compensation for damage not occurring to the goods themselves (consequential damages on account of defects). Unless otherwise provided for under the present Terms, we shall be liable for damages incurred by violating contractual or extra-contractual obligations only in cases involving intent or gross negligence. In the case of intent or gross negligence on the part of persons employed by us in non-management positions, we shall, however, only be liable for damages if such persons violate a material stipulation of the contract. Damage claims filed on account of personal injury or damage to property used personally pursuant to the Product Liability Act remained unaffected by this provision.
j) Our liability for third-party products shall be limited to damages which we may recover from our suppliers.
k) We shall be entitled to refuse to remedy defects as long as the purchaser has not fulfilled all obligations.
l) Unless otherwise agreed upon, if the vendor has faulty goods or parts sent back to be remedied or replaced, the purchaser shall assume liability for the cost and risk of shipping,. Unless otherwise agreed upon, the purchaser shall bear the cost and risk of having remedied or replaced goods or parts sent back.
a) It is hereby agreed that the vendor shall not be liable to pay damages on account of personal injury, damage to goods not covered by the sales contract, or for any other damage or loss of earnings, unless the circumstances of the case under dispute prove the vendor to be guilty of gross negligence. Application of the principle of the shift of burden of proof found in article (§) 1298 ABGB (Austrian General Code of Civil Law) is hereby precluded.
b) In any case of simple negligence where paragraph a) does not apply, indemnity shall be limited to 5 % of the value of the order or a maximum of 72.700.00 Euros.
c) If the vendor does not explicitly recognize a claim for damages on account of defects in goods and/or services supplied, said claim shall become void if not filed within one year following expiry of the warranty period as agreed upon by contract.
VIII. CONSEQUENTIAL DAMAGES
Except as otherwise provided for in these Terms, the vendor shall not be liable toward the purchaser for any standstill in production, loss of profit, loss of use, loss of contract or any other economic or indirect consequential damage.
TOOLS AND DEVICES:
The supplier shall continue to retain ownership of tools and devices manufactured for the ordering party, even if manufacturing costs are invoiced separately. The manufacturing costs invoiced represent only a part of the total costs involved. The costs for designing, preparatory work, manufacturing, testing and maintenance of such parts are not covered by the invoiced costs.
In consideration of the industrial property rights, trade secrets, and the long-term experience involved in such tools, transfer of ownership to the purchaser shall be precluded in all cases, even if the purchaser cancels the order.
Tools in stock may only be supplied without charge for tool maintenance as long as the tools are in such a condition as to allow them to be used flawlessly. The ordering party shall bear any maintenance costs resulting from the natural wear to tools. The ordering party shall also bear the costs of any changes to tools or devices carried out at their request.
In the case of tools of any kind which the ordering party provides, the ordering party shall bear all costs incurred to the supplier for maintenance and upkeep of the tools provided.
THIRD-PARTY INDUSTRIAL PROPERTY RIGHTS:
a) In cases where the purchaser orders supplies from us according to drawings or specifications they themselves provide, the purchaser shall be liable to indemnify third parties for any damage claims raised.
b) In the event that a third party refuses on account of industrial property rights to supply us with goods based on drawings or specifications provided by the purchaser, we shall be entitled without closer examination of the legal situation to rescind the contract and demand restitution for any costs incurred.
The purchaser shall be obliged to indemnify us without delay from any damage claim raised by a third party.
Documents sent to us will only be sent back upon request. In the event that an order is placed, we shall be entitled to destroy any documents three months after presenting an offer.
PLACE OF PERFORMANCE AND JURISDICTION:
Place of performance shall be 2620 Neunkirchen. Except as otherwise provided for in article (§) 13 KSchG (Austrian Consumer Protection Act), the place of jurisdiction shall be, within the bounds of its material jurisdiction, the Bezirksgericht (District Court) in 2620 Neunkirchen and, within the bounds of its material jurisdiction, the Landesgericht (Provincial Court) in 2700 Wiener Neustadt. We shall nonetheless be entitled to file complaints against the purchaser at their general place of jurisdiction.
XII. APPLICABLE LAW:
Any and all legal disputes arising from this business relationship shall be subject to Austrian law.
If for any reason whatsoever any provision of these Terms of Sale and Delivery becomes invalid, the validity of the remaining provisions shall remain unaffected thereby. Said provision which has become invalid shall be replaced by a legally permissible provision that is as close as possible in meaning to the spirit of the present Terms of Delivery.
General Terms of Business for Purchasing – FWT Composites & Rolls GmbH (Revision of 01/02/16)
1.1 The present terms of business for purchasing shall apply exclusively to all current and future business transactions carried out between FWT Composites & Rolls GmbH, Werner v. Siemens Str. 7, 2620 Neunkirchen (hereinafter referred to as “FWT”) and the vendor (hereinafter referred to as “the supplier”), even if the supplier’s own terms of business differ from the present ones. Neither the supplier’s terms of business nor any confirmation issued by him shall become a part of the present contract, even if FWT does not expressly contradict such terms or confirmations or accepts without reservation the supplier’s goods and services. In fulfilling the order, the supplier recognizes FWT’s business terms for purchasing as applicable to all business transactions.
1.2 Any departures from these terms, or supplements thereto, shall require written confirmation by FWT for each individual contract. The foregoing shall also apply even to any waiver of the requirement for written form desired in an individual case.
2.1 Orders, jobs and call-off deliveries as well as amendments or supplements thereto shall be made in writing. To the extent that no special information is provided with the order, the supplier shall comply with such quality requirements and standards (e.g. DIN, Ö-Norm, ISO, VDE regulations, VDI standards, CE requirements, VDMA and FEM standards) as are deemed to correspond to the state of the art and that are applicable to the scope of goods and services provided.
2.2 If the supplier does not provide written order confirmation within two weeks of receipt, FWT shall be entitled to cancel the order and shall not be liable for any costs incurred.
2.3 Orders shall not be passed on to third parties without written consent by FWT.
2.4 FWT shall retain all property rights, copyrights and other industrial property rights on all illustrations, drawings, calculations, computer programs, files, models, tools as well as other objects and documents, all of which are referred to summarily as “FWT information”; such information may not be made accessible to third parties without the express consent of FWT. FWT information may be used exclusively for manufacturing purposes in accordance with FWT’s order. Upon completion of the order, the supplier shall return this information to FWT, without being asked, and destroy any copies made. FWT information shall be kept secret from third parties.
2.5 Models, tools and other objects belonging to the ordering party shall be maintained with care. FWT shall be notified without delay if such are lost or damaged. Regardless of fault, the supplier shall be liable for any damage to or loss of any models received as well as of the FWT information specified above in item 2.4.
3) Prices and Incidental Costs
The prices included by FWT in the order are fixed prices. They shall be considered to include shipping costs to the delivery address, or to the address specified in the order for the given delivery, as well as packaging, insurance, any customs and taxes and all incidental costs. Prices do not include VAT. The destination for railway and express transport is Neunkirchen. A separate written agreement shall be required if packaging is to be returned. Unless otherwise stipulated, a 2% cash discount shall apply to orders paid within 14 (fourteen) days. The payment due period shall commence with receipt of invoice by FWT but not before receipt of goods. If a complaint is lodged on account of defects, FWT shall be entitled to retain an appropriate portion of the amount invoiced. Furthermore, the period for entitlement to a cash discount shall commence only once the defects have effectively been amended.
4) Delivery Terms
4.1 Any delivery dates and deadlines agreed upon shall be binding. Adherence to the delivery date or deadline shall be determined on the basis of the point in time at which the goods are accepted at the delivery address specified by FWT. FWT shall be entitled to refuse early delivery.
4.2 If it is stipulated that shipping costs are not included, the supplier shall ensure that the goods are ready to be picked up, at the location stipulated and at the customary transport time, in order to be loaded and shipped.
4.3 Only if prior permission is obtained shall the supplier be entitled to perform partial deliveries or to deviate from the quantities agreed upon, unless it is reasonable in an individual case for FWT to accept such. The supplier shall bear any additional shipping costs incurred in such cases.
4.4 Goods for delivery shall be packaged carefully and in a manner appropriate to their nature. Packaging shall comply with currently applicable environmental regulations.
4.5 If the supplier is responsible for setting up or installing goods on site, adherence to the delivery deadline shall be determined on the basis of the point in time of acceptance. Any services required for equipment to be set up and installed to perform flawlessly shall be deemed within the scope of goods and services provided by the supplier.
4.6 Any objects delivered shall be supplied in each case with a user manual and, if applicable, installation instructions in German. This shall apply particularly if the supplier has modified the product as compared with previous orders.
4.7 A period of three weeks, beginning from receipt of goods, shall be allowed for inspection and lodging complaints arising from obvious defects and, in cases of hidden defects, a period of three weeks, beginning from the discovery of the defect, unless a longer period of time is deemed appropriate in the individual case. The same shall apply to short and excess deliveries.
4.8 If deliveries or services are to be accepted, this shall take place once the supplier has notified FWT of readiness for acceptance. Acceptance shall comprise inspections of safety, functioning and performance. Equipment required for acceptance, its installation and any operating personnel required shall be deemed within the scope of goods and services provided by the supplier. In the case of comprehensive acceptance the supplier shall bear a share of the costs commensurate with the scope of goods and services provided. If, in the course of acceptance of goods or services provided by the supplier, defects are discovered, the extent of which makes an additional acceptance test necessary, the supplier shall bear all costs thus incurred.
4.9 The delivery shall be accompanied by a packing slip. In addition, a delivery note in duplicate shall be affixed to the outside of the packaging of each individual delivery. All documents, including delivery notification, delivery notes, packing slips, shipping bills and similar documents must bear the complete order no. and item no. specified by FWT.
4.10 Inasmuch as compliance with regulations on safety and personal protection devices is the subject of any inspection or acceptance test carried out by authorities or an agency with a similar capacity, the supplier shall support FWT without charge during such proceedings. At the request of FWT the supplier shall provide all documentation (e.g. certificates of origin) necessary in order for FWT to obtain permits or a reduction in customs duties or other charges.
5) Delay and/or Non-Fulfilment of Delivery
5.1 Notwithstanding any claims for damages that FWT may be entitled to by law, if the supplier is responsible for any condition that leads to dates for delivery or provisions of services or deadlines not being met, once an appropriate period of grace has passed, during which notice of possible refusal is given, FWT shall be entitled to choose to either withdraw from the contract and order replacement goods or services from a third party, to provide the goods or services itself at the supplier’s expense or to claim compensation for damages due to non-performance. FWT shall be entitled to compensation for all additional costs for which the supplier is responsible. Acceptance of a delayed delivery of goods or services shall not constitute a waiver of damage claims.
5.2 Inasmuch as FWT cannot be reasonably expected to allow a period of grace, FWT shall be entitled to withdraw from the contract and to order the goods or services from another source at the supplier’s expense. The supplier shall reimburse FWT for any additional costs thus incurred, in particular for internal costs.
5.3 In the event that the supplier foresees problems in manufacturing or in obtaining primary materials, or any other condition arises that may prevent the supplier from meeting his obligations by contract to supply goods or services, the supplier shall without delay notify FWT of such circumstances.
6) Passing of Risk
6.1 The supplier shall bear the material risk for goods until they are received by FWT or by FWT’s representative at the location stipulated in item 4.1 and 4.2.
6.2 If the contract stipulates delivery to works, risk shall pass to FWT when FWT accepts the work piece. FWT shall be entitled to delay acceptance until the work piece is installed in the respective machine or line.
7.1 Goods and services shall be provided in accordance with the state of the art current at the time of ordering. The foregoing shall apply in particular with respect to the suitability of materials for the given purpose and to compliance with the performance data and efficiency stipulated as well as with the power and energy requirements stipulated. If more than six months pass between the point in time of ordering and delivery, the supplier shall comply with the state of the art at the point in time six months prior to delivery. Any technical modifications and/or those in appearance and/or deviations in materials from those stipulated at the point in time of ordering shall require the prior consent of FWT in order to be deemed to fulfil the contract. The supplier furthermore guarantees that the goods delivered conform to the properties stipulated, in particular to technical standards as well as current safety and personal protection regulations prescribed by law, including those prescribed by professional societies and associations such as VDI and VDE. The performance data and properties arising from the order shall be deemed guaranteed properties.
7.2 To the extent that goods delivered are defective or lacking in guaranteed properties, FWT may, by choice, demand remedies in addition to warranty rights granted by law. In the case of a remedy or replacement, the supplier shall reimburse FWT for any expenses incurred in exchanging the item. In urgent cases, in which FWT or one of its customers faces the threat of damage in addition to the actual defect itself, FWT shall only be obligated to allow the shortest possible period of grace. Afterwards FWT shall be entitled to itself repair any defects in the goods provided or to obtain a replacement from a third party while being entitled to claim from the supplier reimbursement of its own costs and expenses.
7.3 The warranty period shall correspond to legal stipulations in effect at the time of ordering. Any collateral agreement shall only apply inasmuch as it provides the ordering party with an advantage over and against provisions of law.
7.4 If, when the goods delivered are being put into operation or processed, technical problems develop with them, the supplier shall provide FWT, at their request, with an immediate replacement free of charge to the location at which the goods delivered have been set up for use and shall inspect the goods delivered for any defects and provide for their immediate repair.
7.5 The warranty period shall begin anew on any items that have been repaired or replaced or to a substantial degree repaired or replaced.
7.6 If, as a consequence of repeated defective deliveries, an amount of incoming inspection becomes necessary that exceeds the effort normally required for inspecting non-defective goods delivered, the supplier shall bear the additional costs, which may be calculated as a lump sum of 5% of the gross order value in each case.
8) Product Liability
If product liability claims are raised against FWT by a customer or any other third party, in Austria or any other country, the supplier shall be obliged to indemnify or partially indemnify FWT from such claims, inasmuch as and to the extent that the damage may be attributed wholly or in part to a defective product or service supplied by the supplier. If damage claims are raised against FWT on account of fault-based liability, the foregoing shall apply only if the supplier is also at fault. Inasmuch as the cause of the damage lies within the supplier’s area of responsibility, to this extent the supplier shall have the burden of proof. In such cases the supplier shall bear all or those costs and expenses pertaining to establishing the cause to an extent proportional to fault, including the costs for any legal counsel required or any other actions appearing to be necessary, such as those for a product recall.
9) Industrial Property Rights
9.1 The supplier guarantees that no rights of third parties will be violated as a result of delivery.
9.2 If claims are raised against FWT due to alleged violation of industrial property rights, the supplier shall be obliged, as soon as he is called upon, to indemnify FWT from such claims.
9.3 The indemnification claim shall include all expenses, including the costs incurred to FWT of any legal counsel required in connection with claims raised by a third party.
10) Retention of Title – Order Processing
Inasmuch as FWT provides the supplier with parts, FWT shall retain title of such parts. The supplier shall process, combine and transform such parts on behalf of FWT. In the case of objects that are processed or inseparably combined with such as do not belong to FWT, FWT shall retain joint title to the extent of the value of the object owned by FWT at the point in time of processing, combination or transformation. Inasmuch as the object not owned by FWT is to be deemed the main object, the supplier shall transfer joint or sole title pursuant to item 10 to FWT and shall maintain custody of the property on behalf of FWT.
The invoice, in duplicate and indicating the order and delivery note number, shall be sent to FWT after delivery. Under no circumstances may the invoice be included with the delivery. All ordering information must be included in the invoice. Partial invoices shall only be accepted if corresponding partial deliveries have been expressly ordered or approved in writing in advance.
12) Terms of Payment
Inasmuch as in the case of framework agreements, transactions involving successive deliveries or call-up orders no other terms have been stipulated, for the term of the contract FWT shall accept the goods in partial amounts as they see fit. If as a result of transactions involving successive deliveries or a number of individual transactions occasional discrepancies arise within a delivery, FWT shall be entitled to withhold future payments until the discrepancy has been clarified.
Payments made within 14 days shall be subject to a 2% cash discount and to no discount thereafter. The payment due period shall commence with receipt of invoice but not before receipt of goods. Payment is made subject to any audit.
In the case of complaints on account of defects, FWT shall be entitled to postpone payment of an appropriate portion of the invoiced amount until the defect is completely amended and thereafter, while taking into account the period of impediment, if appropriate, deduct a cash discount.
FWT shall be entitled to set off claims and withhold payment to the extent provided for by law.
13) Delays in Payment by the Ordering Party – force majeure
13.1 In cases of force majeure, in particular in cases of labour disputes, production breakdowns that are not the fault of FWT, civil unrest, legal or administrative actions that were not known when the order was placed or of any other circumstance beyond the control of FWT, FWT shall be entitled to withdraw from the contract, inasmuch as it is unreasonable for FWT to continue to be bound by the contract.
13.2 If FWT delays payment or acceptance, FWT’s liability shall be limited to the proven amount of interest lost. The supplier shall retain no further claims against FWT except in cases of damage due to gross negligence or intent.
14) Place of Performance
Place of performance is the location of FWT’s operation.
15) Supplier’s Insurance
The supplier is aware that FWT’s goods are marketed internationally and in particular in the USA. The supplier shall, therefore, be obliged to provide proof of adequate liability insurance for damage occurring in connection with goods and services provided by the supplier, inasmuch as such are insurable, for the duration of delivery obligations, including the warranty period. Insurance coverage shall amount to at least 1 million Euros per claim or, for deliveries the annual value of which is less than 10,000 Euros, at least 0.5 million Euros per claim, inasmuch as no other and/or a higher amount of coverage is stipulated.
FWT information (cf. item 2.4) as well as any other information made available by FWT, inasmuch as such is not recognizable as being intended for the public, may not be made available to third parties, unless such is necessary for performing the present contract. The supplier himself may not use nor offer nor provide to third parties products manufactured according to FWT information (cf. item 2.4) or using tools or replicates of tools belonging to FWT. In the case of a violation of the foregoing stipulation on the part of any person connected to the supplier (organ, vicarious agent or person appointed to fulfil obligations) the supplier agrees to pay a penalty of 100,000.00 Euros, subject to further damage claims, for each separate act of infringement. The supplier shall furthermore be obligated to provide complete information on the manner in which the FWT information was used and in particular on the recipients thereof.
17.1 Set-offs against payment claims or any other claims held by FWT or the assertion of the right to refuse performance until FWT has effected counter-performance shall only be permissible if the supplier’s counter-claims are undisputed or have been established by declaratory judgment.
17.2 Claims arising from goods and services delivered may only be assigned to third parties or pledged if FWT has given prior written consent. Notwithstanding the foregoing the supplier may entitle his own suppliers to extended retention of title.
17.3 When providing references or in publications, the supplier may use FWT’s name or logo only with prior approval by FWT.
17.4. Inasmuch as the supplier has been entered as a merchant into the trade register or is a legal person pursuant to public law, the place of jurisdiction may be chosen as either the main office of FWT or of the supplier. The present relationship by contract is subject to the laws of the Republic of Austria. Application of United Nations trade law (UNCITRAL) is hereby precluded.
17.5 If any provision of the present contract should be or become invalid or prove to have any gap, the parties to the contract shall agree upon a permissible stipulation which best approximates the business intent of the original stipulation.