Standard business conditions.

Standard business conditions of ULIKETT GmbH

1. Scope/application of General Terms and Conditions

1.1. These General Terms and Conditions (hereinafter “GTC") of Ulikett GmbH (hereinafter “contractor”) concern the governance of the business relationship and of legal transactions between the contractor and their customers. The customer’s General Terms and Conditions shall not apply unless the contractor agrees to their application expressly and in writing. The GTC are exclusively applicable to legal relationships with entrepreneurs, hence B2B.

1.2. For permanent business relationships, the GTC shall also apply to future transactions even when they are not expressly referred to, as long as they were agreed on in an earlier order.

1.3. Orders shall only become binding upon confirmation by the contractor. Offers by the contractor are non-binding and subject to change.

1.4. The customer shall be notified of amendments to the GTC and they shall be deemed to have been agreed if the customer does not object to the amended GTC in writing within 14 days; the customer shall be expressly informed in the notification of the consequences of silence.

2. Scope of performance, price, property rights

2.1. The scope of performance is specified on the order confirmation. It is to be reviewed by the customer and approved within three business days of receipt by the customer. After this period has elapsed without response from the customer, it shall be deemed as accepted by the customer.

2.2. Reasonable partial deliveries are permissible. The scope of performance cited on the order confirmation is a non-binding guideline; deviations of +/- 10 % from the stipulated scope of performance are permissible and shall not be considered as non-fulfillment of the order.

2.3. The prices quoted shall be understood as ex-works from the contractor’s location. Unless otherwise agreed, the customer shall bear the costs of shipment. Unless otherwise agreed, the shipment shall be made without transport insurance and at the customer’s risk.

2.4. The contractor is entitled to adjust prices accordingly after the order confirmation if unexpected cost increases occur for the contractor or their subsuppliers, in particular raw material, material, transport, energy or production costs, or if other changes relevant to the price calculation and influencing the price of the products occur over which the contractor has no control, especially changes in exchange rates, the law, official ordinances, taxes, dues, fees or customs.

2.5. All duties, fees and taxes (esp. VAT) shall be calculated based on the respectively applicable legal requirements. Additional taxes or duties imposed subsequently shall be borne by the customer.

2.6. Delivery deadlines begin with the date of the order confirmation or – if this occurs later – with receipt by the contractor of any required prepayment or advance payment or the necessary documents or materials. In case of force majeure incidents that affect the performance of the contract, the contractor is entitled to delay the delivery for the duration of the hindrance and for longer term delays to withdraw in full or in part from the contract, without this incurring the right to any claims against the contractor. Force majeure includes all events that are not foreseeable for the contractor or that – even if they were foreseeable – are not within the sphere of influence of the contractor and whose impact on contract fulfilment cannot be prevented by the reasonable effort of the contractor. Cases of force majeure include in particular: fire, war, natural disasters, pandemics, epidemics, raw material shortages, public authority measures, official and legal restrictions, operational disruptions, transport difficulties, strikes, lockouts and other business interruptions, delays in the supply of essential raw materials and parts. A case of force majeure does not entitle the customer – insofar as legally permissible – to withdraw from the contract due to delayed delivery or to exert damage compensation claims against the contractor.

2.7. The die cutters, embossing tools, printing plates manufactured by the contractor and other tools produced or acquired for the production process shall remain the property of the contractor, even if these expenditures have been charged to the customer pro rata. However,the contractor may only use these tools for the purpose expressly stipulated. The agreed remuneration for samples, drawings, drafts or similar that are expressly ordered or commissioned by the buyer is still to be paid if the main order for which the samples, drawings, drafts or similar were made is not placed.

3. Customer’s duty to cooperate, intellectual property rights

3.1. Any documents to be provided by the customer to process the order (e.g. templates or print media) must be in a condition suitable for performing the service. The contractor is neither obliged to examine the documents or materials, nor do they have a duty to warn as defined by § 1168a of the Austrian Civil Code (ABGB).

3.2. The dispatch of all materials and documents to the contractor and back is at the expense and risk of the customer. The customer shall bear the cost of work that must be redone or that is delayed due to the customer’s documents being incorrect, incomplete or subsequently amended.

3.3. Furthermore, the customer shall undertake to review the documents and materials provided for execution of the order for any copyrights, trademark rights, labelling rights or other third-party rights and shall guarantee that they are free from third-party rights and can therefore be used for the intended purpose. The contractor shall not be held liable in the case of infringement of such third-party rights. The customer shall indemnify and hold the contractor harmless should the contractor be held liable by a third party due to such an infringement.

3.4. The contractor shall store the documents or materials provided by the customer for up to two weeks after execution of the order. Thereafter, the contractor shall not be liable for documents or materials that are not reclaimed. Unless agreed otherwise, the contractor is entitled to charge the customer for storage-related costs.

3.5. The contractor has the right to retain documents or materials provided by the customer until the customer pays the agreed price in full.

4. Appointment of third parties

4.1. At their own discretion, the contractor is entitled to execute the order themself, to make use of qualified third parties as vicarious agents to execute the order and/or to pass the order on to qualified third parties.

5. Terms of payment, retention of title

5.1. Unless agreed otherwise, the invoices submitted by the contractor including value-added tax are payable at the latest 14 days from the invoice date without any deductions and free of charges. The contractor shall issue invoices in paper form or electronically at their own discretion. The customer expressly agrees with the submission of electronic invoices, unless there is a written objection.

5.2. With respect to orders that include several substeps, the contractor is entitled to submit a partial invoice after performance of a substep.

5.3. In the case of default of payment on the part of the customer, the statutory default interest shall apply at the rate applicable to company transactions. Furthermore, in the case of default, the customer shall undertake to compensate the contractor for the reminder and collection expenses incurred to the extent necessary to appropriately assert their rights.

5.4. Compliance with the agreed payment dates constitutes an essential condition for the fulfilment of the contract by the contractor. Non-compliance with the agreed payment dates shall entitle the contractor to stop current work and/or to rescind the contract, subject to a grace period. All associated costs and losses of profits are to be borne by the customer.

5.5. The customer is not entitled to withhold payments due to incomplete delivery, liability or warranty claims or other claims with respect to the contractor or to offset against receivables from the contractor arising from contested or legally unestablished counterclaims.

5.6. Until payment of the agreed price in full, goods supplied shall remain the property of the contractor. The customer shall bear the risk during this time and shall ensure proper storage. As security for all claims by the contractor, the customer’s receivables from a resale of reserved goods shall be assigned to the contractor upon placement of the order. The customer may not pledge or collateralize reserved goods. The customer shall immediately inform the contractor should a third party take possession of the reserved goods.

5.7. Unless otherwise expressly agreed, the contractor shall license all packaging and carrier material for the product that is marketed domestically through the ARA system under license number 80511 or another collecting society recognized by the Federal Ministry. The ARA fees shall be passed on to the customer. If the customer releases themself from the obligation concerning the product or the packaging / carrier material through a system of their choice, they must provide the contractor unsolicited with a written confirmation thereof. The contractor is to be indemnified and held harmless if the customer does not provide the contractor unsolicited with this confirmation or if the ARA or the Federal Ministry makes demands because the customer does not meet their levy payment obligation for utilization. Export products are not licensed.

6. Place of performance, transfer of risk

6.1. The place of performance is the contractor’s principal place of business.

6.2. The risk shall pass to the customer as soon as the goods have been handed over to the person carrying out the transport or have left the contractor’s location for the purpose of shipment. The contractor is not liable for transport damage.

6.3. If shipment is delayed upon the customer’s request, the risk shall pass to the customer upon notice of readiness to ship.

7. Warranty

7.1. The customer is obliged to inspect the delivery. A delivery shall be considered approved if a notification of defects is not made within 3 months. The customer shall substantiate the existence of the defect. Visual assessments of the color may only be carried out under D50 norm lighting. Metrologically, only full tone colours may be used for assessment, whereby a deviation of Delta E=2 is permissible. Minor deviations in size, passers and die cutters that are customary or material-dependent, of under 0.2mm in variance with a different specification, shall not constitute a defect. Over-deliveries or underdeliveries of 10% shall be considered as the accepted tolerance, unless expressly agreed otherwise. The printing data released by the customer shall be considered binding for the xontractor. The contractor is not obliged to again check, correct or supplement the data after it has been released by the customer. Deviations in production arising due to incorrect data approved by the customer lie beyond the contractor’s area of responsibility. Any assumption of the costs by the contractor, whether in the form of a credit note, reprint or the like, is excluded.

7.2. The warranty period is 3 months from delivery date.

7.3. With respect to remediable defects, the contractor shall only be obliged, at their own discretion, to either repair or replace the delivered defective goods upon their return. If a defect is not remedied within a reasonable period or if the remediation would be associated with a disproportionately high expense, the customer shall have the right to a price reduction and to cancel the contract – provided that the defect is not minor. If the defect involves performances that are severable, a cancellation may only be demanded with respect to the defective partial performance. Any further claims by the customer are excluded.

8. Liability

8.1. Liability on the part of the contractor shall be excluded in cases of slight negligence. In cases of gross negligence, the contractor’s liability is, to the extent permitted by law, limited to the respective order value. The customer shall prove that gross negligence has occurred.

8.2. To the extent permitted by law, the contractor shall not be liable for loss of profit, consequential damages, loss of earnings, fruitless expenditures, intangible losses, consequential damages resulting from defects, damages resulting from third party claims or loss of data.

8.3. Claims by the customer arising from the product liability law shall remain unaffected by the exclusions of liability.

8.4. Any liability of the contractor is excluded in case of careless or improper processing, use, handling or transport of the goods (the product) by the customer or third parties.

9. Data protection, use of data

9.1. The contractor and the customer are obliged to maintain secrecy regarding the confidential information received from the other contracting partner and not to make it accessible or disclose it to third parties.

9.2. However, the customer agrees that their personal data, namely their name/company, registration number, powers of representation, contact person, business address and other addresses of the customer, telephone number, fax number, e-mail address, bank details, VAT ID number is automatically identified, stored and processed for the purpose of performance of the contract and customer support, as well as for the advertising purposes of the contractor and for the purpose of referencing current or previous business relationships with the customer and that may be used by the contractor for these purposes.

10. Applicable law, place of jurisdicition

10.1. A contract concluded between the contracting partners shall be subject to Austrian law under the exclusion of the conflict-of-law rules and the provisions of the United Nations Convention on Contracts for the International Sale of Goods.

10.2. The place of jurisdiction shall be the competent court for commercial matters in Vienna.

11. Final provisions

11.1. Should a provision of these General Terms and Conditions be invalid or unenforceable in whole or in part, the validity and enforceability of all remaining provisions of these General Terms and Conditions shall remain unaffected thereby. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision considered to most closely approximate the economic purpose pursued by the contracting parties with the invalid or unenforceable provision.

11.2. Changes or additions to a contract must be made in writing. This shall also apply to a waiver of the written form requirement.