1. General Provisions

We conclude sales contracts exclusively in accordance with our General Terms and Conditions (GTC) set out below. By accepting our offer, the buyer/purchaser/customer – hereinafter referred to as the ‘Buyer’ – agrees to be bound by our GTC. If the Buyer accepts our offer on terms that deviate from our GTC, only the terms that correspond to our GTC shall be deemed to have been agreed; the deviating terms, on the other hand, shall be deemed not to have been set, or shall only apply if they have been expressly acknowledged by us in writing beforehand. In the event that our GTC are expressly rejected, we reserve the right to withdraw from the offer or the contract without this giving rise to any claims of any kind against us. Our General Terms and Conditions apply for the entire duration of the business relationship, and consequently also to future contracts, even if no explicit reference is made to them.

2. Prices

Prices shall be calculated at the rates agreed for the date of delivery. Should the delivery date change for reasons beyond our control, we reserve the right to adjust the price in accordance with the prices valid on the date of delivery. Payments shall be made in euros, irrespective of any exchange rate fluctuations and without deduction, ‘free at the supplier’s paying office’.

3. Pricing

All our prices are ex works from the supplier’s premises and exclude VAT and packaging. Any transport and insurance costs shall be borne by the buyer. Customers within the European Union must provide their VAT registration number upon conclusion of the contract.

4. Dispatch

In all cases, the risk passes to the buyer upon loading and dispatch. All goods are dispatched at the buyer’s risk. Dispatch shall be carried out in accordance with the transport conditions of the respective carrier. The supplier reserves the right to choose an appropriate route and method of dispatch.

5. Terms of Payment and Right of Withdrawal

Prices are payable net within 14 days, unless otherwise agreed in writing, and payment must be made in advance or by the provision of an irrevocable and confirmed letter of credit (or, by agreement, by bank guarantee or bank surety) no later than 2 weeks before the delivery date. The “Uniform Rules and Customs for Documentary Credits” of the International Chamber of Commerce in Paris shall apply. Interest on arrears at a rate of 9.2 percentage points above the base rate (Section 456 of the Austrian Commercial Code (UGB)) is agreed. In the event of a delay in even a single payment, the entire outstanding balance shall become due and payable to us immediately and in full. Incoming payments shall, as a rule, be applied to settle the oldest outstanding debt item, plus interest on arrears. Cheques shall only be accepted as payment by special agreement and subject to their being honoured. Payment by bill of exchange shall generally be refused. Any costs incurred as a result of payment or delay in payment (in particular for judicial or extrajudicial recovery of the payment) shall be borne by the buyer.

The buyer is not entitled to withhold or set off payments on the grounds of warranty claims, claims for damages or any other counter-claims.

We expressly reserve the right to refrain from making any further (partial) deliveries until our claims against the buyer have been settled in full. Circumstances which hinder, complicate or jeopardise the delivery or payment of our goods (including, in particular but not exclusively, the opening or dismissal for lack of assets of insolvency proceedings concerning the assets of a company affiliated with the buyer), entitle us, without prejudice to our claims for damages against the buyer, to refuse the delivery of orders in whole or in part (extraordinary right of (partial) withdrawal) or to demand immediate payment (loss of the right to set a deadline) and to charge interest on arrears from the due date. Any (partial) deliveries already made must be paid for.

6. Delivery date

We are entitled (i) to postpone delivery dates without the buyer’s prior consent if and to the extent that this is necessary due to our workload or stock levels, and (ii) to make partial or advance deliveries or to offset them. Cases of force majeure or other unforeseeable circumstances beyond the

the will of the parties entitle us either to withdraw from the contract in whole or in part or to extend the delivery period in accordance with the circumstances. Claims for damages or a right of withdrawal from the contract on the part of the buyer are expressly excluded in such cases and in the event of a delay in delivery.

7. Retention of Title

Delivery of the goods is subject to retention of title, subject to the following extensions and additions. Where the provisions of the Consumer Protection Act (KSchG) apply, only its mandatory provisions shall apply in addition to our General Terms and Conditions. The goods delivered shall remain our exclusive property until full payment has been made of all claims arising from the business relationship, including those arising in the future (principal and incidental claims). The retention of title shall remain in force even if a balance is acknowledged following the closing of the account. This shall also apply if the purchase price for a specific delivery of goods designated by the buyer is paid and set off. Retention of goods or set-off against counter-claims shall not affect the retention of title, unless the set-off is against an undisputed or legally established claim. The buyer is only entitled to resell goods subject to retention of title in the ordinary course of business. The buyer hereby assigns to us in advance, by way of payment, any claims against its customers arising from the supply of goods subject to our retention of title, as and when they arise, together with all security interests and other rights. We hereby accept this assignment.

8. Design changes

We reserve the right to make changes to the design, shape, composition and manufacture of our products, provided that such changes serve the interests of technical progress.

9. Returns of goods

will only be accepted with our consent; where applicable, we shall hold them at the sender’s disposal at the sender’s expense. For all returns accepted by us that are not the result of a valid complaint, the current market value – up to a maximum of the invoice value – shall be charged, less the costs of any repackaging and a handling fee of 10 per cent.

10. Obligation to inspect and give notice of defects

The buyer undertakes to inspect the goods without delay at the earliest possible opportunity, at the latest upon arrival of the goods at the agreed place of delivery, regardless of any onward dispatch by the buyer (obligation to inspect) and, in the event of any deviation from the goods due in terms of quality or quantity, to immediately submit a written notification to us specifying the nature and extent of the deviation (obligation to give notice of defects). If a specific melt flow index (MFI), density, viscosity or impact strength is required, the buyer undertakes – given the general availability of appropriate measuring equipment – to test these parameters at the time specified above and, where necessary, to raise a complaint immediately. Any deviations therefore do not constitute a hidden defect. In the event of a breach of these obligations, the buyer forfeits their rights to warranty, compensation and rectification of errors.

11. Warranty and Compensation

Warranty claims must be brought against us in court within 10 months of the transfer of risk; the warranty period is limited to this timeframe. This shall not apply only if we agree in writing to an extension of the period. In the case of defects acknowledged by us, the goods shall be taken back and, at our discretion, we shall either rectify the defect, supply the missing parts or provide a replacement, or reimburse the invoice value at most. No further claims may be asserted; this applies to any damage caused by defects, including loss of production, loss of profit or other consequential damage resulting from defects. Our liability for slight negligence is generally excluded in the case of property damage. Clauses 5 and 10 of these General Terms and Conditions also apply to warranty and compensation claims.

12. Governing Law and Jurisdiction

Austrian law shall apply exclusively. The place of performance for delivery and payment is Völkermarkt. The place of jurisdiction for legal proceedings shall, at our discretion, be the court with subject-matter jurisdiction for Völkermarkt, Austria, or the court with subject-matter jurisdiction for Vienna. However, we are also entitled to bring proceedings before any other court with jurisdiction over the buyer.

Date: 28 August 2019