TERMS AND CONDITIONS OF PURCHASE

1. SPRINGER Maschinenfabrik GmbH (hereinafter referred to as "SPRINGER") contracts exclusively on the basis of these General Terms and Conditions of Sale and Delivery. These General Terms and Conditions of Sale and Delivery apply to both deliveries of goods and commissioned services, unless the General Terms and Conditions of Sale and Delivery expressly state otherwise. General terms and conditions of the seller or contractor (both hereinafter referred to as "CONTRACTOR") do not apply, even if they expressly refer to them in correspondence or contractual declarations. At the latest upon execution of the order (delivery) by the CONTRACTOR, the General Terms and Conditions of Sale and Delivery shall apply in the version valid prior to the order. SPRINGER recommends that the CONTRACTOR review the latest version of the General Terms and Conditions of Sale and Delivery before executing the respective order.
2. Orders, as well as changes and additions thereto, are only legally binding if they are issued by SPRINGER and transmitted by letter, fax, or electronically. The Contractor is responsible for ensuring the authenticity of the origin. If no order price is specified, the order is subject to a subsequent written agreement on the price. The Contractor must immediately notify SPRINGER in writing of any discrepancies in the order.
3. Orders from SPRINGER must be confirmed by the Contractor promptly, but no later than within 10 days; otherwise, SPRINGER is entitled to revoke the order. If the Contractor does not confirm, the confirmation shall be deemed confirmed at the latest upon execution of the order (delivery) by the Contractor. Deviations in the order confirmation from the order shall only become part of the contract if SPRINGER has expressly agreed to them (in writing by post).
4. The deliveries and services to be provided by the Contractor must comply with the agreed technical order specifications, including all attachments and cross-references mentioned therein. The documentation for the ordered goods must comply with the agreement, legal regulations, and industry/commercial customs. It must include, in particular, necessary and useful information, such as storage instructions, drawings, technical calculations, etc., and is part of the delivery.
5. The delivery dates specified by the Contractor are binding. In the event of a delay in delivery by the Contractor, SPRINGER is entitled, while maintaining the Contractor's obligations and subject to the right to assert further damages, to invoice the Contractor, without proof of damages, an immediately payable contractual penalty of 1% of the total order value for each commenced week of delay in delivery, up to a maximum of 10% of the total order value, subject to judicial mitigation, and to withdraw from the contract in whole or in part, subject to a 14-day grace period. Acceptance of a delayed (partial) delivery or payment is always subject to the right to assert contractual penalties and/or damages.
6. All deliveries must be made "Delivered Duties Paid (DDP)" in accordance with INCOTERMS 2010, including packaging, shipping, unloading, and transport insurance, at the Contractor's expense to the "receiving point" specified by SPRINGER. For deliveries with on-site installation or assembly and for services, risk and ownership shall pass upon acceptance; for deliveries without installation or assembly, risk and ownership shall pass upon receipt at the receiving point specified by SPRINGER; otherwise, in accordance with INCOTERMS 2010, unless the EKB contains a different provision. SPRINGER reserves the right to adapt shipping arrangements to current requirements. All shipments must be accompanied by a delivery note in duplicate and a single-copy packing list with precise details of the contents and, if applicable, all necessary information due to export licensing regulations and preferential treatment. In the case of intra-Community deliveries/domestic purchases, a supplier's declaration including the data required for acquisition statistics in accordance with Regulation EC 2/1207, as amended (Intrastat). Direct deliveries to SPRINGER customers must be made with neutral packaging and neutral shipping documents in the name of SPRINGER. In these cases, a free copy of the shipping documents and a confirmation of receipt of goods from the customer must be sent to SPRINGER at the latest at the time of invoicing.
7. SPRINGER reserves the right, at any time and even without fault, to comply with the Contractor's request for interruption or modification without delay. In such a case, SPRINGER shall be entitled to immediately provide SPRINGER with a detailed, verifiable, and written account of the resulting costs and scheduling implications. Interruptions lasting up to a maximum of three months shall not give the Contractor any claims whatsoever against SPRINGER. In the event of withdrawal, the Contractor shall be entitled to reimbursement of the costs actually incurred (design hours, materials) up to the date of withdrawal. Any further claims, including claims for lost profits, are excluded.
8. Invoices must comply with legal requirements, contain all invoice details, and be sent to SPRINGER, stating all order details. Invoices may under no circumstances be enclosed with deliveries. Invoices for work or assembly work must include timesheets confirmed by SPRINGER. The Contractor agrees to electronic invoicing. Invoices and all other processes and information related to invoicing or payment transactions (hereinafter referred to as "information") shall be sent by the Contractor, preferably by email, to the relevant order clerk or to the central incoming address for electronic invoices. Risks arising from the electronic transmission of invoices and the electronic transmission of information attributable to the invoice shall be borne solely by the Contractor. SPRINGER recommends that the Contractor obtain adequate insurance coverage against cybercrime and internet crime. The Contractor must ensure a sufficiently high level of IT security in its own interest. The format in which the transmission is carried out by the Contractor is left to the Contractor. Any damage resulting from breaches of the Contractor's IT security shall be the sole responsibility of the Contractor. Amendments to invoices or subsequent changes submitted to SPRINGER electronically in any way whatsoever will be recognized as legally binding amendments. SPRINGER is not obligated to verify the submitted information. For goods subject to export licensing, the invoice must contain all necessary markings. The Contractor shall bear all disadvantages resulting from incorrect or missing labeling of the goods or from incorrect or missing labeling of the invoice (invoice features).
9. The period for payment of the invoice begins at the earliest as soon as the delivery or service has been provided in accordance with the order or agreement (including documentation pursuant to Section 4) and the correctly issued invoice pursuant to Section 8 has been received by SPRINGER. For partial, partial final, or final invoices, the payment terms begin after a 30-day review period. Payments made within 30 days shall be subject to a 3% discount on the total invoice amount. Payment shall be deemed to have been made on time upon issuance of the transfer order to SPRINGER's bank, at the latest on the due date. Advance payments will only be made against the submission of a free, irrevocable, and abstract bank or insurance guarantee from a bank or insurance company acceptable to SPRINGER, in the same amount and with a term of at least one month after the intended contract fulfillment.
10. SPRINGER is entitled to offset all claims, including contractual penalties, against the Contractor's claims. The Contractor is prohibited from assigning (assigning) claims against SPRINGER.
11. Springer is only obligated to inspect the delivery item and report any defects upon delivery of the final product to the end customer. If even a part of the delivery does not comply with the agreement, legal or official regulations, or customary commercial quality, the entire delivery may be rejected. The Contractor, its subcontractors, or upstream suppliers provide a full guarantee for a period of 24 months for the order-compliant, complete, and defect-free execution, for the usual and assured properties of the deliveries and/or services, and for compliance with all relevant legal and official regulations applicable at the destination. Furthermore, the Contractor guarantees that the design, construction, suitability, and manufacturing technology of the ordered item correspond to the latest scientific and technical standards, that only first-class and suitable materials were used, and that these are suitable for the intended purpose.
12. For immovable property or property intended for installation or use with immovable property, a warranty period of 36 months applies. In the case of engineering, consulting, software, or documentation services, as well as in the case of personnel deployment, the contractor assumes an unconditional guarantee for the accuracy and completeness of all written and verbal information and instructions. The contractor is responsible for registering employees with authorities, offices, and other public institutions of all kinds required at the respective place of employment. The contractor must bear all risks associated with the deployment of employees. This applies both to tax risks (withholding tax, sales tax, wage tax, etc.) and to risks associated with maintaining the necessary wage documents and time records. Daily and weekly working hours, as well as legally prescribed rest periods, must be observed in all cases. The same applies to the respective provisions regarding minimum wage at the place of employment.
13. The contractor guarantees the provision of training, maintenance, repair, and overhaul services related to the delivered products at market rates, as well as subsequent deliveries, replacement parts, and consumables, for a period of 10 years from the date of contract fulfillment. The warranty period begins upon acceptance of the goods by the end customer or, in the case of use in our factory, upon initial use of the goods. The contractor must remedy defects promptly through repair, replacement, and/or subsequent delivery at its own expense and risk. If the contractor fails to fulfill this obligation immediately, we are entitled to remedy defects or unperformed services ourselves or through third parties, to perform them, or to have them performed at the contractor's expense and risk. Further obligations of the contractor remain unaffected.
14. In the event of a repair of the contractual item, including the replacement of defective parts, the warranty period begins anew. At the same time, the warranty for the entire product is extended by the period during which the product could not be used due to the defect and its rectification. To the extent that SPRINGER is entitled to compensation, claims for lost profits and all damages that SPRINGER must compensate the end customer, regardless of the degree of fault on the part of the Contractor, also exist. In the event of a claim against SPRINGER due to a defectiveness of the contractual item, the Contractor undertakes to indemnify SPRINGER against all claims by third parties and to reimburse all services that SPRINGER had to provide to third parties under this title. Furthermore, the Contractor undertakes to provide SPRINGER with the best possible support in any legal dispute with third parties. If the Contractor claims that there is no defect in the delivered product or the service provided within the meaning of product liability regulations, the Contractor must also provide SPRINGER with proof of this. These obligations of the Contractor shall also apply if its product or service is merely part of a service provided by SPRINGER to third parties. In this case, the Contractor shall be obligated to fully reimburse SPRINGER for all expenses incurred in this regard, including those incurred by third parties.
15. The Contractor grants SPRINGER an irrevocable, exclusive, transferable, and spatially and temporally unlimited right to use the products specifically developed for SPRINGER for all types of use. In the event of the Contractor's insolvency or the cessation of production of the contractual products, SPRINGER shall be entitled to reproduce the contractual products itself. In such cases, the Contractor shall provide SPRINGER with all necessary documents and information, as well as the necessary support for the reproduction, and shall grant SPRINGER any necessary intellectual property and industrial property rights.
16. Products supplied by the contractor must be demonstrably equipped with the legally or officially required and contractually agreed safety devices, be appropriately labeled, and comply with the safety regulations and standards applicable at the site of use. The contractor is obligated to maintain a quality assurance system. SPRINGER is entitled to review this system and also conduct an audit at the contractor's premises.
17. Supplied materials remain the property of SPRINGER or its subcontractors and must be stored, labeled, and managed separately free of charge. The use of this material is permitted only for SPRINGER orders. Upon processing, SPRINGER becomes the owner of the resulting product; however, the transfer of risk remains governed by Section 6.
18. Tools, materials, documents, etc. provided by SPRINGER for the execution of the order remain the property of SPRINGER or its subcontractors, must be returned at any time upon SPRINGER's request, excluding any right of retention, and may not be passed on to third parties or used for purposes other than those specified in the contract without SPRINGER's written consent. If such items are manufactured at SPRINGER's expense, they shall become SPRINGER's property upon payment. The Contractor shall be responsible for purchasing work gauges.
19. The Contractor undertakes to maintain confidentiality of all information relating to the subject matter of the contract that comes to its knowledge in connection with the contract, unless it is generally known or otherwise lawfully known to the Contractor, or of the results or partial results it has developed. In the event of a breach of the confidentiality obligation, a penalty of EUR 20.000,00, not subject to judicial mitigation, is agreed for each individual case, subject to the continued existence of the confidentiality obligation and the right to assert further damages.
20. The Contractor consents to personal data from this business transaction being stored and transmitted to other companies affiliated with SPRINGER.
21. Any use of the documents, information or findings provided by SPRINGER outside the purpose of the contract shall oblige the Contractor to pay damages in the amount of the contract value of the contract acquired and accepted from a third party as a result of the prohibited use, as well as to surrender to SPRINGER any economic advantage gained through the prohibited use.
22. Upon SPRINGER's request, the Contractor is obligated to take back or accept, free of charge, any waste remaining after the intended use of the goods supplied by it or similar goods, as defined by the Waste Management Act, but limited to the volume of the goods supplied. Should the Contractor refuse to take back or accept the waste, or if such a transfer is not possible, SPRINGER may dispose of the waste at the Contractor's expense or have it disposed of by a third party.
23. The Contractor is obligated to offer all components developed and manufactured based on information from SPRINGER or its affiliated companies as spare parts only directly to SPRINGER and not to conduct direct sales to operators of such or similar systems as those manufactured by SPRINGER or to other interested parties, e.g., for spare and wear parts. If customers or third parties request spare parts from the Contractor, the Contractor will notify SPRINGER immediately. In the event of a breach of this obligation, the Contractor shall pay SPRINGER a contractual penalty amounting to 10 times the amount of the spare parts order placed by the third party.
24. The place of performance for deliveries or services is the destination specified in the order; for payments, the place of performance is SPRINGER's registered office, currently Friesach. Austrian law applies, excluding the conflict of law provisions of private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Klagenfurt.
25. Should any provision of these Terms and Conditions be invalid or ineffective, the remaining provisions shall remain unaffected. In such a case, the invalid or ineffective provision shall be replaced by one that most closely approximates its economic purpose in a legally permissible manner. (eof).

Version: May 20, 2019