Scope:
All deliveries, services and offers of BU&S shall be made exclusively on the basis of these Terms and Conditions (hereinafter referred to as "GTC"). These Terms and Conditions shall also apply to all future legal transactions between the contracting parties, even if no express reference is made to these GTC when concluding a contract in the future. The customer's general terms and conditions shall only apply if and insofar as BU&S has expressly submitted to them in writing. Amendments or supplements to these GTC or ancillary agreements must be made in writing. Information contained in catalogs, brochures, homepages, etc. shall only be authoritative if expressly referred to in the order agreement.

Conclusion of contract:
A contractual relationship shall come into existence upon written order confirmation by BU&S or upon actual shipment of the goods after receipt of the customer's order. Offers made by BU&S are always subject to change without notice and merely represent an invitation to the customer to place a corresponding order.

Prices:
Unless otherwise expressly agreed in writing, prices are quoted in euros ex works or ex warehouse of BU&S, excluding VAT and excluding costs for shipping and packaging. Invoicing shall be at the prices valid on the day of delivery.

Contractual territory:
The delivered goods may only be resold by the customer in the territory in which the customer has its registered office (in short "contractual territory"). The export of the goods to other territories outside the contractual territory without the prior written consent of BU&S shall not be permitted and shall be at the exclusive risk of the customer. The customer shall fully indemnify and hold BU&S harmless from any disadvantages resulting from an unauthorized export of goods, such as product liability or damage compensation risks or claims of distribution partners.

Deliveries:
Unless otherwise agreed, all deliveries shall be made for the account and at the risk of the customer. Deliveries shall be made ex works or ex warehouse BU&S to the destination specified in the order confirmation. From an order value of EURO 250.00 excluding VAT, deliveries within Austria shall be made free of packaging and freight charges to the place of destination. BU&S reserves the right to deliver only complete packing units according to the price list or catalog or product data sheets and to refuse delivery of short order quantities deviating therefrom. Mode of shipment, shipping routes, means of transport and packaging shall be determined by BU&S, unless a special written agreement, e.g. for an express shipment, has been made. All packaging delivered in the federal territory of Austria is exempt from obligations via ARA. We reserve the right to make adjustments during the year due to the current situation (COVID-19, shortage of raw materials and problems in the global supply chain), should this be necessary. The current situation (COVID-19, shortage of raw materials and problems in the global supply chain) requires the explicit indication that unforeseen delivery failures and delays in delivery may occur.

Payment:
Payments are due within 8 days of the invoice date, unless a separate agreement has been made. If the payment deadline is exceeded, BU&S shall be entitled to charge the statutory interest and (reminder) costs applicable to business transactions for the period from the due date to the date of receipt of payment. Acceptances and bills of exchange shall not be considered as cash payment; BU&S reserves the right to accept them in any case. Verbal payment agreements and payment terms on order or purchase forms that do not comply with our terms and conditions shall not be binding. Offsetting against claims of BU&S with counterclaims of any kind whatsoever is excluded. In the event of default in payment, we must impose a delivery stop.

Retention of title:
All delivered goods shall remain the property of BU&S until full payment of all claims against the customer arising from the entire business relationship. Claims of the customer arising from the resale of the goods not yet paid for are already now assigned to BU&S as security. In the event of default in payment, BU&S shall be entitled to collect the goods subject to retention of title. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared. The customer shall be obliged to inform BU&S without delay of any executive seizures or the assertion of claims by third parties to goods of BU&S and to disclose BU&S's ownership rights.

Complaints:
The goods must be inspected immediately after delivery. Defects discovered in the course of such inspection shall be notified to BU&S in writing without delay, but no later than 5 working days after delivery, stating the nature and extent of the defect. Hidden defects must be reported immediately after their discovery. If a notice of defect is not made in due time, the goods shall be deemed approved. The assertion of warranty claims and claims for damages, as well as the right to contest errors due to defects, are excluded in these cases. Justified complaints do not entitle the customer to withhold the entire invoice amount, but only an appropriate, aliquot part of the invoice amount. In any case, our liability is limited to the invoice value of the goods complained about.

Returns:
Returns are only permitted with the prior written consent of BU&S. Items that no longer appear in the respective valid price list can neither be exchanged nor credited.

Place of performance:
For delivery and payment, the place of performance shall be A-7024 Hirm.

Property rights:
Customers are prohibited from using industrial property rights, trademarks, signs, designations, names, logos, etc. of BU&S, in particular for their own advertising purposes, without the prior express and written consent of BU&S. Excluded from this is the use of such signs by customers in direct connection with the advertising of goods supplied by BU&S.

Formal requirement:
All declarations, notifications, etc. addressed to BU&S must be in writing (also by fax) with an original signature or - in the case of transmission by electronic means - a secure electronic signature in order to be legally effective.

Data protection:
The Customer gives its consent that the personal data contained in the contractual relationship may be stored and processed by BU&S with the aid of automated systems in the performance of the contract.

Change of address:
The customer is obliged to notify BU&S of any changes to his business address as long as the legal transaction subject to the contract has not been mutually fulfilled. If the notification is omitted, declarations shall be deemed to have been received even if they are sent to the last address notified.

General:
These terms and conditions apply in principle to sales to resellers. If individual provisions of these terms and conditions are or become invalid or ineffective, this shall not affect the validity of the remaining provisions. In place of the invalid provision, such valid provision shall be deemed to have been agreed which comes closest to the invalid provision in economic terms. Force majeure or other unforeseen impediments in the sphere of BU&S shall release BU&S from compliance with the agreed obligations for the duration of the impediment.

Place of jurisdiction:
Vienna shall be the place of jurisdiction for the resolution of all disputes arising from the business relationship.

Choice of law:
Austrian substantive law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded. The contract language is German.

Registered office:
Brevillier Urban & Sachs GmbH & Co KG
Company register: FN 6343 d/ Commercial Court Vienna
ARA: 295
UID-Nr.: ATU 12584103

Validity:
These GTC are valid from 1.1.2009.