General Terms

General Terms and Conditions (”GTCS“) – 13.11.2012


1. Scope, offer and order confirmation, reservation

1.1 These GTCS apply to all deliveries or services of SPL Tele GmbH & Co KG and
of the Austrian companies affiliated to its group under § 228 (3) UGB as a supplier
(“Supplier“) to companies regardless of whether Supplier provides same or
purchases them from third parties. These GTCS shall also apply in their respective
version as a framework agreement for future orders with the same Customer,
without Supplier having to refer to them again in each individual case, until
Supplier gives Customer notification of changed GTCS. If Customer does not
does not reasonably object the amended GTCS in writing within a two week period
following notification, the amended GTCS shall be deemed accepted.


1.2 These GTCS shall be part of the contract on acceptance of an order and they
apply exclusively. In particular, Supplier is only bound by GTCS of any type, in
particular purchase conditions, of Customer to the extent that these agree with
these GTCS or where he has agreed to them explicitly in writing; this is also the
case if they are located on company paper and similar of Customer and Supplier
does not object to them anew. In particular, performance on the part of Supplier
shall not be construed as acceptance of contractual terms deviating from these
GTCS.

1.3 Unless otherwise agreed, all offers by Supplier are non-binding and do not
require Supplier to provide service. Supplier explicitly reserves the right to make
technical and other changes. Information in catalogues brochures, displays,
price lists and the like on the deliveries or services offered by Supplier are not
binding.

1.4 With the order, Customer declares his offer of a contract to be binding. Supplier
is entitled to accept the offer of a contract contained in the order within seven
working days or refuse the acceptance of the order without giving any reasons.
Supplier may obtain or request documentation required proving the identity
and credit rating of Customer.

1.5 A contract is deemed concluded as soon as Customer’s order has been accepted
in writing by Supplier (”order confirmation“) or the order has actually been
complied with by Supplier. The contract is deemed concluded on the day the order
confirmation is sent, in the case of actual compliance with the day of the delivery
or service. The terms of the contract shall exclusively be the information in
the order confirmation or in the contract and not the details in the order. Changes
or supplements to the order shall only be effective if accepted in writing by
Supplier.

1.6 A contract is concluded, subject to the proviso that Supplier is not or is only
partially obliged to provide service in the event of not being supplied correctly or
properly by his supplier. In the event of non-availability or only partial availability
of the service, Supplier shall immediately inform Customer and refund any consideration
already paid.

1.7 Costs incurred for designs, sketches, samples, plans and the like made at the
request of Customer, shall be refunded to Supplier at the latter’s request, if the
contract with Customer is not concluded, unless otherwise agreed.

1.8 Supplier’s obligation to fulfil this agreement is subject to the proviso that the
fulfilment is not prevented by any impediments arising out of national and international
(re)export provisions or any embargos or other sanctions.

2. Place of performance, deadline for delivery of performance (“deadline“),
consequences of default


2.1 The delivery or provision of service shall be at the at the point of receipt given in
the order or at the registered offices of Supplier, if no other at the point of receipt
has been given. Partial and advance deliveries are explicitly permitted.

2.2 Unless otherwise agreed, the deadline shall not be binding and shall commence
at the latest of the following times below:
a) Date of order confirmation,
b) Date that Customer meets all the government, technical, commercial and
other requirements,
c) Date, on which Supplier receives a deposit or security to be paid before
delivery or performance.
Any official/government or other permequired from third parties, shall be obtained
from Customer. If such permits are not available in proper time, then the
deadline is extended accordingly. Any necessary agreed binding deadline does
not make the contract a transaction for delivery by a fixed date.

2.3 If a binding deadline is exceeded by more than one week due to the fault of
Supplier, Customer may, after expiry of a reasonable extended period of at least
two weeks without results, withdraw from the contract in writing.

2.4 In the case of a temporary unforeseeable obstacle to performance for which
Supplier is not responsible, the deadline agreed is extended for the period of
this obstacle. Such an obstacle to performance may in particular be in the case
of official/government measures, industrial action measures, transport and customs
delays, transport damage, lack of energy or raw materials, labour conflicts,
loss of an important supplier that is difficult to replace and in the case of force
majeure. These circumstances also justify an extension of the deadline if they
occur with suppliers. If the original delivery date in such cases has already been
exceeded by three months, both parties to the contract shall be entitled to withdraw
from the contract; claims for damages by Customer in relation to this shall
be excluded.

2.5 Customer shall take all measures or provide information, documentation etc
required for the on-time provision of the delivery or service by Supplier. If the
service cannot be performed for reasons for which Customer is responsible,
Supplier is entitled to withdraw from the contract, if Customer does not adhere to
a reasonable period of grace of two weeks set by Supplier. See also section
10.4.

2.6 If a delivery or service has already been provided and Supplier withdraws from
the contract due to payment delay on the part of Customer after an appropriate
period of grace of two weeks, Supplier shall be paid a contractual penalty of 5 %
of the gross contract amount by Customer plus the costs mentioned in section
10.4.; the contractual penalty is due regardless of the fault of Customer and
proof of corresponding damage is not required. Claims for damages by Supplier
above and beyond this are not affected even in the case of minor negligence on
the part of Customer.

2.7 Unless otherwise agreed, Customer shall accept the properly performed (part-)
delivery or service by Supplier immediately but within two weeks at the latest; if
he fails to do so, they are deemed accepted and Supplier is entitled to charge.
Should Customer delay the acceptance of the deliveries, Supplier shall be entitled
to store the delivery items, at Customer’s cost and risk, in his own premises,
with a forwarding agent or at a warehouse. During the time of storage caused by
a delay in acceptance, Customer shall pay a flat-rate of 1 % of the gross contract
amount per month to Supplier. The contractual penalty is due regardless of
the fault of Customer and proof of corresponding costs is not required. Claims
for damages by Supplier above and beyond this are not affected even in the
case of minor negligence on the part of Customer. Supplier is also entitled to
demand higher costs incurred, such as storage costs. If Customer refuses to
take delivery after expiry of a reasonable period of grace or declares that he
does not wish to accept the delivery, Supplier may withdraw from the contract
and demand compensation for non-fulfilment.

2.8 In the event that a contractual penalty has been agreed in writing for late delivery,
Customer shall be entitled, unless otherwise agreed in the case of delay evidently
caused by Supplier, to claim for each completed week of delay a contractual
penalty of 0.3 %, but in total a maximum of 5 % of the value of that part of
the total delivery, which due to delayed delivery of a considerable part cannot be
used, if Customer has incurred damages in this amount. Any further claims for
compensation shall be excluded.

3. Place of performance, transfer of risk, disposal


3.1 Place of performance for deliveries or services is the destination as defined in
section 2.1, secondarily the place of the actual provision of the delivery or service
by Supplier.

3.2 For deliveries with set-up or assembly and for services, the risk passes over on
acceptance, with deliveries without set-up or assembly the risk passes over on
provision of the delivery for pick-up or on transfer to a haulier, with unloading at
the cost and risk of Customer in the case of deliveries to building sites or directly
to third parties. This also applies to the provision of agreed part deliveries or services.

3.3 Customer is obliged to secure the import, export or transit or other official
licences which may be required for the delivery or service and licences or permits
of third parties (including the documents required for this) in the export, import
or transit country at his own cost and comply with the particular applicable
requirements of national and international export, customs and foreign trade legislation
(”AWR“). Even in the case of the transfer of the delivery or service provided
by Supplier (plus relevant documentation) to third parties, Customer shall
comply with the applicable regulations under AWR and – if required for export
control checks – immediately forward to Supplier when requested, all the information
required, in particular on the end receiver, end use and intended purpose
of the delivery or service.

3.4 If under AWR, not Customer, but Supplier or a third party is obliged to apply for
the export licences, Customer shall provide Supplier as promptly as possible and
no later than before the delivery deadline all information and data in writing,
which Supplier may require to adhere to the particular applicable requirements
under AWR in the case of export and import and in the case of the onward sale
in the case of the re-export of the deliveries or services.

3.5 On delivery of electro-electronic equipment to Customer the latter assumes the
obligation of financing the collection and treatment of waste electro- and electronic
equipment under applicable relevant national and international statutory
provisions or he agrees to impose this obligation on his customer, if Customer is
not the last user. Customer shall provide Supplier with all the information required
to fulfil the obligations of Supplier as manufacturer/importer under the
aforementioned regulations.

3.6 Customer shall bear all costs and damages incurred by Supplier due to the lack
or the error of the data mentioned in section 3.3, 3.4 or 3.5. The burden of proof
for the fulfilment of this obligation rests with Customer.

4. Prices, changes to service


4.1 All prices are net prices in Euro excluding (import) VAT or acquisition tax, if the
VAT is not explicitly listed, and shall apply until revoked. Ancillary costs for ancillary
services, like in particular demolition and removal and, packaging, batteries-,
accumulator and waste electrical equipment disposal, issuing of maintenance
certificates, transport, transport insurance, packaging, loading, unloading (e.g.
freight costs, customs, insurance, commission), expenses of staff of Supplier
and any subcontractors (e.g. travel, overnight stays, subsistence allowances,
travel allowances, travel time), as well as costs for the procurement of approvals
etc, plus any fees or other duties and taxes shall be based on the actual costs
and are – unless otherwise agreed – not included in the fee for the main services
or deliveries and shall be paid separately by Customer. A calculation done by
Supplier of ancillary costs is not binding. Packaging shall only be taken back by
Supplier if explicitly agreed in writing. Any extra cost for an expedited shipment
necessary to ensure compliance with the delivery date, shall be borne by Customer.

4.2 Additional services like in particular repair orders that go beyond any obligations
under warranty claims shall be commissioned separately by Customer and shall
be charged separately on the basis of the cost incurred at the rates valid with
Supplier. The same holds for any services or additional services the expediency
of which becomes apparent only as the order is executed, with no special message
from Supplier to Customer being required. The costs of drafting repair offers
or for expert reports shall be invoiced accordingly to Customer.

4.3 The prices are based on the costs at the time of the initial quote. In the event of
changes in labour costs resulting from collective agreement regulations within
the sector or internal works agreements, or other costs required for the provision
of the delivery or service, like in particular those for materials, energy, transports,
external works, financing etc, Supplier is entitled to adjust the prices accordingly
and shall be charged to Customer from the start of the following month, if Customer
has not explicitly objected in writing to the price increase within one month
from notification by Supplier. Increases are deemed accepted by Customer, if
they are not more than 3 % a year.

4.4 In the event of continuous contractual obligations the value of receivables
including ancillary receivables shall remain stable. The measure of calculating
the stable value shall be the Consumer Price Index 2010 (Base year 2010) published
monthly by the Austrian Central Office for Statistics or some other index
replacing it. The index number calculated for the month in which the contract
was concluded serves as a reference parameter. All change rates calculated in
this way shall be rounded up to one decimal place.

4.5 Supplier reserves the right to modify prices if the order placed is not in accordance
with the offer submitted. A change in the scope of services shall only become
binding with the legally valid signature of both parties to the contract.

5. Payment terms, set-off, retention of title, assignment

5.1 Unless otherwise agreed, Supplier’s invoices shall be paid promptly on receipt
by Customer. All payments shall be made without charges and any deductions.
Transfers are done at Customer’s risk. Collection and discount charges are
borne by Customer. Supplier is at all times entitled to make the provision of the
delivery or service dependent on advance payments or the provision of other securities
by Customer at a reasonable amount.

5.2 If part deliveries have been agreed, delay with only one single part payment –
even without the fault of Customer –, is considered as failure to meet the deadline
and the entire claim becomes due immediately.

5.3 Payment terms shall be deemed achieved, if the full invoice amount is credited
without reservation to the bank account shown on the invoice prior to expiry of
the payment period. In the event of failure to pay, Supplier is entitled to charge
the relevant statutory default interest. The costs incurred in the event of default
and for the legal prosecution by collection offices and lawyers shall be borne by
Customer. Any discounts or bonuses granted are subject to full payment within
the due date.

5.4 In the event of any late payment, Supplier is also entitled to cease with the
fulfilment of all contractual obligations until the fulfilment of all payment obligations
of Customer. If Customer is in default of payment or service despite the
granting of an appropriate period of grace of two weeks or if Customer refuses to
accept without any reason the object of purchase, then the legal consequences
under section 2.5 – 2.7 shall ensue. In addition, Supplier is entitled, to take back
the delivery or service provided – if this is not impossible or inappropriate – without
any judicial intervention excluding any right of retention by Customer, at Customer’s
cost and after a prior written request on the basis of the autonomy thus
granted by Customer. Customer is obliged to afford Supplier immediate access
to the premises in which the delivery or service provided are located.

5.5 Customer declares that he agrees that all payments that he makes shall be
charged against costs incurred, then against interest and only at the end against
the deliveries or services (in particular goods). Any other payment references of
Customer shall be irrelevant.

5.6 Objections to invoiced amounts receivable are to be raised by Customer in
writing within two weeks from receipt of invoice; otherwise the amount receivable
will be deemed to be accepted. Objections raised by Customer against the invoice
shall not affect the due date of the invoiced amount, unless notification of
an obvious error in the invoice is involved.

5.7 Customer can only offset claims of Supplier with legally established claims or
those explicitly accepted in writing by Supplier. Customer is not entitled to any
right of retention.

5.8 Title to the delivery or service provided shall remain with Supplier until full
payment is made plus ancillary costs. Customer shall carefully handle the delivery
or service during the existence of the retention of title and have any maintenance
and inspection works regularly carried out at his cost and provide written
proof of same to Supplier upon request. Customer shall immediately inform
Supplier in writing of all access to the delivery or service by third parties, in particular
of enforcement measures, as well as any damage or destruction of the
delivery or service or of a change of ownership and is obliged to assert the ownership
of Supplier. Customer shall compensate Supplier for any damages and
costs arising from a violation of these obligations and as a result of necessary intervention
measures against the access of third parties to the delivery or service.
In the event that the delivery or service is processed, Supplier acquires coownership
to the new item in the ratio of the total value to the value of the delivery
or service provided by him. The same applies if the delivery or service is
processed or blended with items not belonging to the supplier.

5.9 Customer hereby assigns to Supplier, for the purposes of securing the latter’s
claim, all claims against third parties from the resale of the delivery or service,
even if these have been processed, transformed, or mixed. Customer is authorised
to dispose of the delivery or service subject to retention of title only with the
proviso that upon reselling he notifies the secondary buyer of the assignment for
security or enters the assignment in his account books. Upon request, Customer
shall notify Supplier of the assigned claim and the debtor thereof, and make all
information and material required for his debt collection available and notify the
third-party debtor of the assignment.

6. Warranty

6.1 Supplier warrants that the contracted delivery or service has no defect at the
time of acceptance that would impair the functionality, due to a fault in design,
the materials or the execution. No warranty obligations may be deducted from
particulars appearing in catalogues, folders, promotional literature and the like as
well as written or oral statements which have not been included in the contract. If
a delivery or service is manufactured by Supplier on the basis of design data,
drawings, models or other specifications supplied by Customer, Supplier’s warranty
shall be restricted to non-compliance with Customer’s specifications.

6.2 The warranty period is one year from the time of the transfer of risk in respect of
the (partly) delivery or service even if these are firmly attached to a building or
property. The warranty period starts anew for repaired/remedied or replaced
parts, but ends in any case six months after expiry of the original warranty period.
If the delivery or service is delayed for reasons beyond the scope of Supplier,
the warranty period shall start two weeks after the latter’s willingness to deliver
or provide service. Once the warranty period expires, all warranty claims
become invalid, so that Customer has no recourse vis-à-vis Supplier under
§ 933b ABGB. The warranty does not cover specific economic success.

6.3 Warranty claims including rights of dealer recourse by Customer require the
submission of a written, detailed and timely notice of defects. Customer shall,
immediately after provision of the delivery or service, check these for defects.
This notification requirement also exists with hidden defects, with the obligation
to notify defects being triggered on discovery of the defect. Defects in a part of
the delivery or service shall not result in the rejection of the entire delivery or
service. If notification is not given in due time, the delivery or service is deemed
accepted and the assertion of warranty claims or claims for damages plus the
right of rescission due to error are excluded in this context. Customer is solely
responsible for providing evidence that his claims are justified, in particular for
the defect itself, for the time of the detection of the defect and for the timeliness
of the notice of defects. The presumption of defects under § 924 ABGB and the
reversal of the burden of proof in § 1298 ABGB are hereby excluded.

6.4 Supplier shall, in the case of a defect covered by warranty, firstly at his discretion
replace the defective delivery or service or remedy the defective parts thereof,
on site or have them send to him for remedying or offer an appropriate reduction
in price. The costs of the removal of defects by third parties (substituted performance)
shall only be borne by Supplier if he has explicitly agreed to this in writing
or the removal of defects is not completed within a reasonable period solely
due to reasons for which he is responsible. As a general rule, Customer may
choose to either demand a reduction in price or a modification of the relevant
contract (minor defects excepted) should an improvement prove to be impossible
or advisable.

6.5 All other costs arising in connection with the removal of defects, especially for
production downtime, speeding up operations, consequential damage and damage
to property, dismantling, assembly, travel, freight, packaging, disposal, insurance,
customs duties and other public charges, tests and technical acceptances
shall be borne by Customer. For warranty work at Customer’s premises,
the required auxiliary personnel, lifting devices, scaffolding and incidentals,
etc., need to be provided to Supplier by Customer free of charge. Replaced parts
become the property of Supplier.

6.6 Supplier is only bound by the warranty if Customer has met all his payment
obligations in full. Warranty claims do not entitle Customer to withhold his performance.

6.7 In the case of deliveries or services, which are subsequently changed by Customer’s
own staff or by third parties, any warranty obligation for Supplier lapses
and likewise no warranty is given for defects, faults or damages, which in particular
are due to improper wiring, lack of power supply or air conditioning and
operation plus non-compliance with safety measures, installation requirements
or conditions of use (e.g. operating errors, use not defined in the contract), excessive
utilisation of the parts beyond the capacity indicated by the Supplier,
negligent or faulty handling, use of inappropriate operating materials by Customer
or one of his employees or suppliers and transport damage; this likewise applies
to defects attributable to the material supplied by Customer. Supplier is
likewise not responsible for faults and breakdowns due to force majeure or actions
of third parties. The warranty does not cover the replacement of parts subject
to natural wear and tear. In the sale of used goods, Supplier assumes no
warranty.

6.8 If, after repeated attempts and the granting of a period of grace of at least
two weeks, Supplier is not in a position to restore the conditions agreed in the
contract, Customer shall be entitled to withdraw in writing from the contract with
immediate effect.

7. Liability, limitation on liability


7.1 Beyond national or international product liability provisions, Supplier’s liability is
limited to intent or gross negligence. Supplier’s liability for minor negligence,
damages for consequential loss, financial damage, loss of profit, actions of his
vicarious agents and for damages from third party claims against Customer is
excluded. In the case of non-compliance with instructions for assembly, commissioning
and operation of the delivery or service or non-compliance with licensing
requirements, any warranty claim or claim for damages is excluded.

7.2 The aforementioned limitations on liabilities do not apply to injuries to people and
damage to property attributable to the Supplier and to damage to objects transferred
to Supplier for processing.

7.3 Warranty, non-fulfilment and claims for damages by Customer require the
drafting of an immediate written und detailed notice of defects as defined in section
6.3.

7.4 Supplier shall not be liable for damages due to actions of third parties or force
majeure. If contractual penalties are agreed, any claims above and beyond
these are excluded from the relevant title. The assertion of claims on the ground
of laesio enormis, error, or lapse of purpose by Customer is excluded.

7.5 In terms of the amount, Supplier’s liability for any event causing damage, if not
caused by intent or gross negligence, is limited vis-à-vis the individual injured
party at 25 % of the net order amount or – depending on which value is lower at
EUR 125,000– and vis-à-vis all the injured parties at the net order total or – depending
on which value is lower – at EUR 500.000,–. If the total damage exceeds
the maximum amount, any claims for damages filed by the individual
claimants shall be reduced proportionately. This limitation on liability does not
apply to items taken into storage or for work by Supplier and which get lost in the
process.

7.6 Claims for damages are statute barred in six months from the damage and liable
party coming to light, any in any case in three years after provision of the delivery
or service.

8. Intellectual property rights, rights of use


8.1 Offers, assembly instructions like plans, drafts, samples, catalogues and other
technical documents etc of Supplier shall remain the latter’s intellectual property
and are subject to the relevant legal stipulations, in particular with regard to reproduction,
copying, competition, and data protection and like items manufactured
from them, shall not be forwarded by Customer to third parties without
Supplier’s written consent, nor used for any purpose other than those agreed in
the contract, amended or further developed. All such devices shall be marked in
a suitable manner as being the property of Supplier and shall be protected
against unauthorised inspection or use and if necessary be maintained or repaired.
They shall automatically be returned upon cancellation of the order. Notwithstanding
any other rights, Supplier may furthermore request the return of
such devices if Customer fails to comply with these obligations. Under no circumstances
shall Customer have a right of retention with regard to such devices.

8.2 All rights arising from intellectual property rights including copyright to the
delivery or service or otherwise from the provision of the performance provided
to Customer are due to Supplier or his licensers, unless otherwise agreed. Customer
merely receives the non-exclusive and non-transferable right, to use this
performance after full payment of the agreed remuneration in compliance with
the contractual specifications at the agreed place for the purposes agreed in the
contract with the acquired number of licences. All other rights are reserved to the
supplier or his licensers; without their prior written consent, Customer is therefore
in particular not entitled to reproduce the delivery or service, to which the
rights of Supplier or third parties exist, or change same, make them accessible
to third parties or use them other than at the agreed place for the purposes
agreed in the contract with the acquired number of licences.

8.3 If delivery or service is done by Supplier on the basis of construction details,
drawings, models or other specifications of Customer, the latter shall indemnify
and hold harmless Supplier against any violation of intellectual property rights
including copyright in this context.


9. Confidentiality,data protection


9.1 Customer shall keep confidential all information, documents, notifications,
technical drawings, models, calculations and other data (“confidential information“),
he acquires during the business relationship with Supplier – in whatever
form (written, verbal or via electronic data transfer) – if it is not generally known
or Customer has otherwise lawfully obtained it or Customer has been released in
writing by Supplier from his obligation. The confidential information shall not be
used either directly or indirectly for purposes other than the purposes of the contract.

9.2 In the event that the contract is terminated, Customer shall return all confidential
information to Supplier or destroy it and delete all electronically stored data. Customer
shall confirm to Supplier, on the latter’s request and in writing within a
week that he has fulfilled this obligation.

9.3 Customer agrees and guarantees that the obligation of confidentiality shall be
adhered to the same extent by any employees taken on by him, company organs
and consultants (like e.g. auditors, lawyers, business or financial consultants),
or other third parties, who have access to the information.

9.4 The same applies to personal data relating to Supplier or third parties, of which
Customer becomes aware in connection with the business relationship with
Supplier. Customer shall protect all this information and results in particular from
access by third parties and comply with all other statutory national and international
data protection provisions. Section 9.3 applies mutatis mutandis.

9.5 The obligations of Customer under section 9 shall remain in effect even after full
fulfilment of the delivery or service by Supplier and after termination of the business
relationship with Customer.
9.6 In the event of violation by Customer of any of the obligations under section 9,
Supplier shall be entitled to demand for each violation a penalty of 5 % of the
gross contract amount. Supplier is due the contractual penalty regardless of the
fault of Customer and proof of corresponding damage is not required. Claims for
damages by Supplier above and beyond this are not affected even in the case of
minor negligence on the part of Customer

10. Contract period


10.1 Unless otherwise agreed, all contractual relationships can be terminated in
writing by Supplier and by Customer without any reasons and subject to a period
of one month’s notice to the last day of any calendar month. Supplier is entitled
to partially terminate the contractual relationship. Customer is only entitled to
such a partial termination if this has been explicitly agreed.

10.2 Notwithstanding other good reasons, Supplier is entitled, in particular in the
following cases to unilaterally terminate the contract in part or in full and with
immediate effect:
a) If concerns have arisen about the solvency of Customer and the latter at
the request of Supplier does not make any prepayment or does not provide
sufficient collateral prior to delivery; or
b) If bankruptcy proceedings are applied for or instigated in relation to the
assets of Customer, or if a petition to open insolvency proceedings is denied
for lack of assets, or if circumstances exist which would justify the institution
of such proceedings or the rejection of such an application, with
Customer being obliged to inform Supplier immediately of a planned insolvency
application and/or petition by creditors, sent to Customer; or
c) If Customer infringes material contractual provisions and continues to do
so despite written request within two weeks; or
d) If Customer does not fulfil or not properly fulfil the obligations imposed on
him under section 3.3 – 3.5; or
e) In the cases mentioned in section 2.4, 2.5, 2.6, 2.7.

10.3 Only the cases mentioned in section 2.3, 2.4 or 6.8 shall entitle Customer to
withdraw from the contract.

10.4 Notwithstanding any claims for damages by Supplier, including pre-court costs,
any (part) deliveries or services already provided shall, in the event of a termination
of the contract, be charged and paid. This also applies where the delivery or
service has not yet been accepted by Customer, and to preparatory activities
provided by Supplier and costs for works already carried out. Alternatively, Supplier
is at his discretion entitled to demand the return of the delivery or service
provided as well as components and accessories at the cost and risk of Customer
to Supplier. See section 5.4.

11. Transfer of order


11.1 Supplier is entitled to make full or partial use of subcontractors at his discretion
to perform the order. In particular, Supplier is entitled to transfer rights and duties
from the contractual relationship with Customer to an affiliated company under
§ 228 (3) UGB. The latter shall also apply in respect to third parties where such
an assignment is necessary in order to obtain finance (eg Factoring). No right of
termination accrues to Customer as a result of such transfer.

11.2 If the contract is awarded to a group of bidders or working group, their individual
members shall be liable vis-à-vis Customer only for the services under the contract
performed by them; in particular the individual members shall not be jointly
liable for the full performance of the contract.

11.3 If, at the request of Customer, Supplier provides the services of third parties,
these contracts shall be concluded exclusively between Customer and the third
party. Supplier shall only be responsible for the services provided by him.

12. Compliance, corporate governance


12.1 Customer shall immediately inform Supplier in writing and at the latest on
acceptance of the quote if Customer or members of his management have been
legally convicted within the last five years before order confirmation by a national
court of bribing officials and immediately inform in writing if Customer or members
of his management have been accused at any time between order confirmation
and acceptance of deliveries/services of Supplier in a national court of
bribing of officials. This information is used to meet the requirements of the
OECD recommendation for the prevention of bribery in connection with government
export guarantees.

12.2 Customer shall comply with the laws of the particular applicable legal system. In
particular, he shall neither actively nor passively, directly nor indirectly be involved
in any form of corruption, violation of his employees’ basic rights or in
child labour. He shall be responsible for the health and safety of its employees in
the workplace, observe environment protection laws and encourage and require
his suppliers to observe this code of conduct.

12.3 If Customer breaches these obligations, then Supplier is entitled, notwithstanding
further claims, to terminate the contract in full or in part with immediate effect.
If the breach of contract is capable of remedy, the right to terminate is subject to
the proviso that such breach has not been remedied within a reasonable period.

13. Severability clause, jurisdiction, applicable law, miscellaneous


13.1 If any provision of these GTCS is found to be invalid or otherwise unenforceable,
this shall not affect the validity of the remaining provisions. The invalid provision
shall be replaced by a valid provision which comes as close as possible to the
intended objective and purpose. The same applies to any loopholes.

13.2 Any disputes arising out of or in connection with the existence, the validity, the
interpretation, the execution and/or the termination of this GTCS and the legal
relationship between Supplier and Customer shall be subject to the exclusive jurisdiction
of the City of Vienna Law Court. Supplier may at his own discretion
take action against Customer at any court, having territorial and substantive jurisdiction
over the place where the registered offices of Customer are located.

13.3 These GTCS and the legal relationship between Supplier and Customer shall be
governed by Austrian law excluding the application of the United Nations Convention
on Contracts for the International Sale of Goods (UN-Sales Convention)
and to the exclusion of any conflict of law provisions (IPRG).

13.4 All contractual agreements, changes and supplements thereto plus any other
agreements or legally-relevant declarations must be in writing to be effective and
require signature by Customer and Supplier, if bilateral. The waiver of the
agreement on the written form must also meet these requirements. The form requirement
of signature is also satisfied by an e-mail, to which the signed document
is attached as a PDF, or in another way, by which the identity of the informant
is guaranteed, or by transfer by fax.

13.5 Electronic contractual declarations, other legally-relevant electronic declarations
and electronic confirmations of receipt shall be deemed received, when they can
be collected by Customer under normal circumstances. Under this provision,
declarations shall be deemed to have met deadlines and be effective on the day
that they have been received.

13.6 Customer shall immediately inform Supplier of any changes to his name or his
address in writing or electronically (e-mail). If there is no notification of any
change, documents are deemed received by Customer if they have been sent to
the last known address for him.