General Terms and Conditions

Effective from June 1^st, 2007

Prices

Declared Prices are to be understood net plus VAT, ex works St. Stefan ob Stainz. Offers are without obligation and prices are subject to change without notice.

Delivery

Delivery is ex works St. Stefan ob Stainz at recipient’s risk and expense. Shipping method is at recipient’s option. Transport or packaging damages must be declared immediately to Rail, Post or shipping agent; other complaints are accepted within 8 days from day of receiving only.

Inspection and obligation to give notice of defects

1.      It is the buyer’s obligation to check delivered goods for obvious damage, as far as the average customer would notice. Obvious defects include missing manuals as well as significant and plainly visible damages of the product. Furthermore it concerns delivery of wrong items or wrong quantity of items. Obvious failings as those are to be reported to the distributor within 4 weeks from day of delivery in written form.

2.      Defects that become obvious not until later are to be reported to the distributor within 4 weeks after noticing by the user.

3.      In case of violation of the inspection and obligation to give notice of defects the product is approved in view oft he regarding defect.

Time for Delivery

Deliveries take place within 30 days. If delivery is not possible within that time, a separate notice with request for confirmation will be issued; foregoing terms do not apply for orders on fair or product novelties. Each partial delivery is to be understood as separate business. If delivery becomes impossible partially or totally due to a circumstance, which the seller is not responsible for, it is the seller’s right to cancel his delivery obligations partially or totally.

Terms of payment

Terms of payment are pre-payment or cash payment. If different terms of payment are agreed with us, our written confirmation is required. In case of buyer’s delayed payment the seller is justified to charge 9% p.a. interest of delay above the average rate of the European Central Bank. The rate is to be set higher or lower if the seller verifies a debit with higher interest rate or the buyer verifies a lower debit.

Reservation of proprietary rights

The seller reserves rights of proprietary of delivered goods until complete payment of all outstanding money out of the business connection. This also applies, if the buying price for a certain from the buyer designated delivery is paid.

On open current the reservation of proprietary is to be understood as coverage for the open account of the buyer. The editing or processing of the delivered goods, which are still the seller’s proprietary, takes place by order of the seller without arising expenses at the seller’s charge. If the delivered product is mixed or connected with another item, the buyer resigns his proprietary or joint proprietary rights on the mixed item or the new item to the seller.

The seller is obligated to immediately report access of third party to the under reserved proprietary delivered goods with transmission of a garnishment protocol as well as a statement on oath about the identity of the garnished item with the delivered item. The buyer assumes liability for expenses and damages resulting from access of that sort. The buyer is allowed to sell the delivered goods and items emerging from editing or processing in regular business operations only. If the buyer sells items on credit, that are still in reserved proprietary of the seller, the buyer is not allowed to transfer the item to the third buyer prior to payment of all debts towards the seller. Up to that point the previous proprietary or partial proprietary of the seller will stay reserved towards the third buyer. The buyer is obliged to maintain the seller’s rights towards the third buyer in any way necessary.

If the buyer sells the delivered goods within regular business operations to a third party with a part payment contract, in which the seller takes over joint liability towards the finance company, the seller can engage the buyer in case of return debit out of the money due under a loan assigned to him, even if the conditions for the return debit according to the terms of the finance company are not on hand. In case of return debit it is the seller’s right to cancel the sales contract. He has the same right to do so before the return debit if the conditions of the third buyer (debtor) change essentially.

Reservation of proprietary rights (resumption)

The buyer hereby already resigns all rights and ancillary rights in advance and preventively with urgent effect to the seller until complete repayment of all bills outstanding from his deliveries, which he receives from disposition or another legal ground regarding the delivered goods of the seller towards the claims appertained to his buyer with its arising in full amount.

Hence bailment of assigning a dept, in particular to financing companies, without written permission of the seller is illegitimate up to fulfillment of all claims of the seller towards the buyer.

If the buyer is defaulting with a part of his obligation towards the seller, he has to inform the garnishee about the assignment of the dept, to request payment to be made just to the seller, to evade all collections of depts and to forward a listing of all reselled goods with reserved proprietary, respectively the arising dept to the seller. If the value of the safety catch given to the seller exceeds his delivery claims more than 20% in total, the seller is obliged to a transfer on the buyer’s demand. The seller gains proprietary on the avails, which are to be kept separately. Apart from that the seller can demand announcement of the buyer regarding the customer as well as the amount and the legal ground of the claims, which is relating to the agreed assignment in par. 6. Furthermore the seller can demand the buyer to notify his customer the assignment of the claim, for that purpose the buyer has to allow the seller inspection on his accounts and bills. The seller has authority to collect the assigned claims; he has the right of notifying the debtor of the buyer. The buyer however is authorized to collect the claims for the seller as long as he discharges all payment obligations accordingly.

The seller is authorized to demand withdrawal of the goods not yet resold in case of delay of payment or financial embarrassment. Until withdrawal the buyer has to keep the goods belonging to the seller separate from other items, he has to mark them as the seller’s proprietary, he has to abstain from any disposal and he has to forward a index to the seller of his proprietary.

The buyer is obliged to insure the goods against fire and theft and to prove conclusion of the insurance contract if demanded by the seller. All claims towards the insurer out of that contract regarding the goods delivered under reserved proprietary are assigned to the seller as a result of this.

Liability

Liability for slight negligent delinquency is to be excluded, as far as those are not regarding crucial contract obligations, damages out of the injury of life, body or health or warranties or claims out of the product liability law. The same is true for delinquency of our vicarious agents. Apart from that, indemnity claims according to §§ 280, 281 BGB are excluded.

On delivery to foreign customers liability is limited to predictable damages.

The liability for defects on items expires, so far as operation or maintenance instructions given by the seller are not obeyed, alterations to the delivered goods are made, parts are being exchanged or expendable items are used which do not meet original specifications.

Claims out of the liability for defects on items lapse within 12 months after delivery to the buyer.

Replacement parts and Reparation Shipping

Basically, replacement parts and repairs are shipped C.O.D. only. In case of a guarantee you get the appropriate credit note immediately after we received the defective item. Guarantee refund in advance can not be granted within this clause.

Applicable law and legal domicile

Austrian law applies. Place of fulfillment and legal domicile is Graz for both contractual partners.

Final Clauses

Preceding payment and delivery terms become effective with their appearance and – even if not referred to in individual case – for all deliveries, unless deviant conditions were agreed upon in writing. Different conditions of the buyer on placing of order are put out of legal effectiveness, as far as not accepted explicatively by the deliverer. Previous deviant delivery and payment terms lose validation through this. As far as nothing special is appointed, legal regulations apply alongside these delivery terms. The contract stays binding even in case of lawful ineffectiveness.

PreWorks GmbH

Zirknitz 3b

A-8511 St. Stefan ob Stainz

Austria

Tel. +43 (0) 676/7552949

Fax: +43 (0) 3463/82317

office@preworks.at

www.preworks.at