GENERAL TERMS AND CONDITIONS OF BUSINESS AND DELIVERY

Gögl Fahrzeugbau GmbH

1. general

Gögl Fahrzeugbau GmbH's line of business is the manufacture of robust trailers and superstructures, special bodies, special extensions and special conversions, special vehicle construction.

These General Terms and Conditions (GTC) apply between us, Gögl Fahrzeugbau GmbH, and natural and legal persons.

We work exclusively on the basis of these General Terms and Conditions. They are an integral part of every offer and amount or our order acceptance (order confirmation, delivery, etc.) and also apply to subsequent and replacement deliveries as well as supplements and follow-up orders, even if no express reference is made to them. They can only be amended by express or written agreement. The current version of our GTC, available on our website (www.goegl-fahrzeugbau.at/index.php/agb.html)

at the time the contract is concluded shall apply

By signing the order confirmation, by accepting an offer made by us, by submitting an order or by accepting a delivery or service provided by us, our contractual partner declares that it agrees to the content of these General Terms and Conditions of Business.

Terms and conditions of the customer or amendments or additions to our General Terms and Conditions require our express written consent - in the case of business customers - in order to be valid.

For transactions with consumers, the provisions of the Consumer Protection Act shall only apply insofar as they deviate from our General Terms and Conditions as mandatory law or contain provisions that go beyond them as mandatory law.

The entry of a third party into the contract, in particular the entry of a leasing company, is only permitted if the contractual conditions agreed with the buyer remain unchanged. In particular, the entry of a leasing company does not lead to an extension of the payment periods.

Our contractual partner must notify us immediately in writing of any changes to its name, company name, address, legal form or other relevant information. If such notification is omitted, declarations shall also be deemed to have been received if they are sent to the last known address.

2. offer / conclusion of contract

All offers and cost estimates are subject to change and do not commit us to delivery. Offers and contracts shall only become legally effective for us upon express written confirmation.

In catalogues, price lists, brochures, advertisements on trade fair stands, circulars, advertising mailings or other media, the customer must provide us with information about our products and services that is not attributable to us, provided that the customer bases his decision to place an order on this information. In this case, we may comment on their accuracy. If the customer breaches this obligation, such information shall be non-binding unless it has been expressly declared - in writing to business customers - to be part of the contract.

3. prices

Unless otherwise agreed, all prices are (Euro) net prices ex works of Gögl Fahrzeugbau GmbH in Kramsach without packaging, without loading, without transport and without discount. Value added tax at the statutory rate will be added to the prices.

For services ordered by the customer that are not covered by the original order, the customer is entitled to appropriate remuneration in the absence of an agreement on remuneration for work.

We are entitled, as well as obliged at the customer's request, to adjust the contractually agreed fees if changes of at least 5% have occurred with regard to labour costs by law, regulation, collective agreement, works agreements or other cost factors necessary for the provision of services, such as procurement costs of the materials used due to recommendations of the Joint Commissions or changes in national or world market prices for raw materials, exchange rates, etc. since the conclusion of the contract. The adjustment shall be made to the extent that the actual production costs at the time of conclusion of the contract change compared to those at the time of actual performance, provided that we are not in default.

The fee for continuing obligations is agreed as value-adjusted according to the CPI 2020 and the fees are adjusted accordingly. The month in which the contract was concluded is taken as the starting point.

The customer must arrange for the professional and environmentally friendly disposal of old materials. If we are commissioned to do this, the customer shall additionally remunerate us for this to the extent agreed, in the absence of a fee agreement.

4. delivery and delay in delivery

Unless otherwise agreed, we shall deliver the products ex works6233 Kramsach. Delivery shall be deemed to have been fulfilled upon notification of readiness for dispatch and, in the case of deliveries with an agreed place of dispatch, upon departure from the supplying plant.

Delivery dates and delivery periods are always non-binding. The delivery period shall also be extended appropriately within a delay in delivery in the event of unforeseen and unavoidable obstacles that cannot be averted despite reasonable care, such as shortage of raw materials, operational disruptions, effects of labour disputes or similar. If the delivery or service becomes impossible due to the above-mentioned circumstances, we shall be released from the delivery obligation.

The buyer may, 8 weeks after exceeding a non-binding delivery date or a non-binding delivery period, request the seller in text form to deliver within a reasonable period of time. With this reminder, the seller is in default. In the event of default, the buyer may also set the seller a reasonable grace period in text form, stating that he will refuse to accept the object of purchase after expiry of the grace period. After unsuccessful expiry of the grace period, the customer is entitled to withdraw from the purchase contract by declaration in text form. Further claims, in particular for damages due to impossibility of performance, default, positive breach of contract, culpa in contrahendo and tort, are excluded, unless they are based on intent or gross negligence on the part of the employees of Gögl Fahrzeugbau GmbH.

The delivery period shall commence when the order comes into effect, but never before the agreed down payment has been made or the agreed means of payment has been provided.

If, for whatever reason, the order is amended or supplemented after it has been placed, the delivery/performance period shall be extended by a reasonable period of time.

We, the company Gögl Fahrzeugbau GmbH, reserve the right to make minor design and mould changes during the delivery period.

If import and/or export licences or foreign exchange permits or similar permits or official or judicial approvals or any other approvals are required for the execution of the contract, it shall be the sole responsibility of our contractual partner to procure and obtain the necessary licences or permits or approvals in good time, unless otherwise agreed in writing in individual cases.

5. Acceptance by the buyer

The customer must inspect and accept the object of purchase immediately upon receipt of the notification of readiness for dispatch at the agreed place of acceptance or at the delivery plant. If this acceptance does not take place within 8 days, the object of purchase shall be deemed to have been found to be in order and accepted. This shall also apply if the Buyer tacitly or expressly waives the inspection.

All costs and expenses associated with the performance of the acceptance test shall be borne by our contractual partner, unless otherwise agreed in writing in advance in individual cases.

6. transfer of risk

Regardless of the time of fulfilment, all risks and hazards shall be transferred to the customer as soon as the object of the order leaves our factory or is made available to the customer.

If dispatch is delayed through the fault of the buyer, the risk shall pass to the buyer on the day of readiness for dispatch.

Insurance against transport damage shall only be taken out at the request and expense of the buyer.

7. cancellation of the contract

If, after confirmation of the order and before delivery, circumstances in the financial circumstances of the contractual partner become known which call into question a settlement or claim, we reserve the right to withdraw from the contract without this giving rise to a claim for the client.

If the order is cancelled, we reserve the right to withdraw from the contract without this giving rise to a claim for the client.

If the order is cancelled or if the customer withdraws from the contract for a reason that does not already entitle him to withdraw from the contract by law, Gögl Fahrzeugbau GmbH shall be entitled, without prejudice to its right to insist on performance, to demand a cancellation fee in the amount of the lost profit and any costs incurred, but at least 15% of the purchase price. The customer has no right of choice in this regard.

8. costs for cost estimate

Planning and other work incurred before the order is placed for the preparation of a cost estimate shall be charged and paid for by the customer if an order is not placed.

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9. terms of payment

Unless other terms of payment have been agreed in writing, claims of Gögl Fahrzeugbau GmbH are to be paid promptly, free of charges and without deduction.

Bills of exchange and cheques shall only be accepted by special agreement and only on account of payment. All associated charges shall be borne by the customer. We may reject payments offered in the form of cheques or bills of exchange without giving reasons.

If the term of payment is exceeded, in the event of default of acceptance and in the event of a missed deadline, we shall be entitled to charge interest on arrears at a rate of 6% per annum above the respective bank interest rate.

In the event of default of payment, the customer undertakes to reimburse us for the costs necessary and appropriate for collection (reminder costs, collection fees, legal fees, etc.)

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Warranty or guarantee claims asserted by the buyer shall not entitle the buyer to withhold agreed payments. Offsetting any counterclaims of the customer against the purchase price is not permitted, regardless of the legal grounds.

10. reservation of title

All goods delivered by us shall remain the property of Gögl Fahrzeugbau GmbH until all obligations of our contractual partner arising from the purchase contract have been met in full. The customer shall store them free of charge.

As long as the retention of title exists, any sale, pledging, transfer by way of security, leasing or other transfer of the object of purchase is not permitted without our express written consent.

During the period of retention of title, the object of purchase must be insured by the buyer for its full value against all risks, including fire, and the insurance policy must be restricted in favour of Gögl Fahrzeugbau GmbH.

It is established and expressly agreed between the buyer and seller that the object of purchase shall not become an accessory of a lorry or other vehicle even if it is mounted on the latter and that the retention of title shall remain in full force and effect until the purchase price has been paid in full.

The buyer is obliged to keep the object of purchase in proper condition for the duration of the retention of title and to carry out any necessary repairs or have them carried out without delay.

The application for the opening of insolvency proceedings against the purchaser entitles us to withdraw from the contract and to demand the immediate surrender of the delivery item. In this case, the obligation to surrender is expressly recognised.

In the event of access by third parties, in particular in the event of seizure of the object of purchase or the exercise of a workshop's entrepreneurial lien, the buyer must notify the seller immediately in text form and inform the third party immediately of our retention of title.

The buyer shall bear all costs that must be incurred for the cancellation of the seizure and for the recovery of the object of purchase, unless they must be legally paid by third parties.

11 Warranty, product liability and compensation

The objects of purchase must be inspected by the buyer immediately upon acceptance with the care required in accordance with § 377, 378 UGB and any defects found must be noted on the delivery note, otherwise any claims are excluded.

If no immediate inspection is possible upon acceptance, this must be noted on the delivery note, otherwise all claims are excluded, and any defects that can be detected during subsequent inspection must be reported in writing within 8 days of acceptance. If a complaint is not made in good time, the goods shall be deemed to have been approved.

The period for asserting warranty claims is limited by mutual agreement to 12 months.

The burden of proof for the existence of a defect at the time of delivery shall be borne by the customer.

If the delivered goods are defective, the customer is entitled to improvement or replacement within a reasonable period of time. At the discretion of Gögl Fahrzeugbau GmbH, this can be done by repairing the purchased item or replacing the parts sent to us.

A further claim, in particular for price reduction or cancellation of the contract, on whatever legal basis, does not exist. There is no entitlement to compensation for any consequential damages. Lost profits will not be compensated under any circumstances.

In the event of a replacement or improvement carried out by us, the agreed warranty period shall not begin to run anew and shall not be extended.

If the customer's allegations of defects are unjustified, the customer is obliged to reimburse us for any expenses incurred in establishing the absence of defects or rectifying the defect.

The customer is obliged to observe all instructions for use provided to him, in particular the manufacturer's operating instructions and maintenance instructions, and to obtain our opinion in case of doubt. Gögl Fahrzeugbau GmbH shall not be liable under any circumstances for operating errors, defects or damage resulting from non-compliance with the instructions or unauthorised or third-party modification of the object of purchase.

Wear parts and accessories as well as equipment and other materials provided by the customer are excluded from the warranty.

Our warranty obligation shall expire in any case and without exception if the object of purchase is modified at the request of our contractual partner without our express, written and prior consent, regardless of when, how, by whom and to what extent this is done (it is up to our contractual partner to prove that no modification was carried out); defects occur in the case of self-collection and these defects are due to improper packaging, improper loading, improper transport or to a modification of the goods carried out after loading of the means of transport, in whatever form and to whatever extent (it is up to our contractual partner to prove that proper transport, proper loading and no modification has taken place); the item is resold within the warranty period.

Warranty claims for used vehicles are excluded in their entirety.

It is exclusively the responsibility and sole risk of our contractual partner that the goods delivered by us can be used in the manner, to the extent and in the countries in which he wishes to do so.

It is also the sole responsibility and sole risk of our contractual partner to obtain the necessary legal, official or other authorisations and permits for the intended installation and use of the goods at the location intended by the contractual partner.

The customer shall only be entitled to claims for damages if we are guilty of gross negligence or intent. Cancellation due to error is expressly excluded.

Our liability is excluded for damage caused by improper handling or storage, overuse, non-compliance with operating and installation instructions, incorrect assembly, commissioning, maintenance, servicing by the customer or third parties not authorised by us, or natural wear and tear, insofar as this event was causal for the damage. Liability is also excluded for failure to carry out necessary maintenance.

The products only offer the level of safety that can be expected on the basis of approval regulations, operating instructions, regulations of the supplier or company regarding handling and with regard to the prescribed inspections and other instructions with a careful and diligent approach. The buyer is prohibited from presenting the goods in such a way that an expectation of safety beyond this can arise.

The place of fulfilment of the warranty is 6233 Kramsach.

12. warranty

In the event of a warranty granted separately to the customer, we are obliged to improve the product or supply replacement parts within a reasonable period during the warranty period, unless special warranty conditions have been agreed by the manufacturer.

12.

A claim under a guarantee is excluded in any case if the customer has used spare parts not originating from Gögl Fahrzeugbau GmbH.

13. place of fulfilment, place of jurisdiction and applicable law

The place of fulfilment is our registered office in 6233 Kramsach.

The contracting parties and all affected parties agree that the District Court of Rattenberg shall have exclusive local and subject-matter jurisdiction for all legal disputes arising from the contract.

Austrian substantive and formal law shall apply. The applicability of the UN Convention on Contracts for the International Sale of Goods is excluded.

14 Confidentiality, plans and documents

Plans, sketches, cost estimates and other technical documents, which may also be part of the offer, as well as samples, catalogues, brochures, illustrations and the like, shall always remain our intellectual property. Any utilisation, duplication, reproduction, distribution and handing over to third parties, publication, presentation, imitation or processing may only take place with our express written consent.

All such documents may also be reclaimed by us at any time and without stating reasons and must be returned to us without being asked if a contract is not concluded with us.

The customer further undertakes to maintain confidentiality vis-à-vis third parties with regard to the knowledge obtained from the business relationship.

It is expressly stated that the information in the descriptions regarding performance, weights, operating costs, speeds, etc. are to be regarded as approximate values and are non-binding.

15. data protection

We are authorised to store, transmit, process and delete all data relating to business transactions with us, including personal data of our contractual partners.

Our contractual partner expressly undertakes to maintain absolute confidentiality vis-à-vis third parties with regard to the knowledge obtained from the business relationship.

16. severability clause

Should provisions of these General Terms and Conditions be or become invalid in whole or in part, all other provisions of these General Terms and Conditions shall remain legally effective. The ineffective provision shall be replaced by another provision that is effective and comes closest to the content and purpose of the ineffective provision.