Terms and Conditions of Purchase
 
1. Scope
The following Terms and Conditions of Purchase shall apply to all orders placed by Vetropack Austria GmbH and its affiliated companies with registered office in Austria (Vetropack), unless otherwise expressly agreed on. Terms and Conditions, which conflict with or differ from the following, are not accepted, unless Vetropack has given its explicit written agreement prior receiving an order confirmation.

2. Orders
Only written orders are valid. Oral orders as well as modifications or amendments to the order shall only be legally binding if they are confirmed by Vetropack in writing. Offers and cost estimates rendered to Vetropack shall be provided free of charge, regardless of possible preparatory work.

3. Order Confirmation
Upon request, orders shall be confirmed immediately and in writing with Vetropack´s attached order confirmation, otherwise the supplier impliedly accepts the order under the terms and conditions of Vetropack.

4. Place of Performance, Packaging
The place of performance of the delivery shall be the destination as expressed in the order or the plant where the delivery is to take place. The place of payment is Vienna or, at Vetropack´s discretion, the seat of plant where the delivery is to take place. Deliveries shall be properly and appropriately packed, so that damages during transportation are avoided. All packaging, manipulation and shipment costs are included in the purchase price. Basically, the borrowed containers will be returned free of charge at supplier’s risk and expense.

5. Dispatch and Sub-Supplier
The shipping and delivery possibilities most favorable for Vetropack shall always be selected, unless Vetropack has made the dispatch orders itself. The supplier is obligated to comply with the stipulated dispatch arrangements. In all cases the supplier shall bear any transportation risks. The supplier is solely liable for damages and costs caused by incorrect or unsatisfactory addressing, incorrect or unsatisfactory freight prescribing etc. (telephone charges, warehousing charges, costs of the return freight, car costs etc.). Without appropriate dispatch documents a delivery does not represent a fulfillment of the order; in this case the goods have to be stored, without prejudice to statutory rights, at supplier´s expense. The total or part assignment of orders to sub-suppliers requires a prior written approval by Vetropack. In any case, the supplier remains responsible for the adherence to these Terms and Conditions of Purchase. The sub-supplier has to note the client in all documents.

6. Delivery, Delay of Delivery
The delivery date given by Vetropack is mandatory. The goods must be available at the assigned delivery date at the assigned delivery address. Only upon express written approval by Vetropack, partial deliveries can take place or can be charged as such. If delivery is delayed, Vetropack shall have the right, without prejudice to statutory claims, to rescind totally or partly from the contract without setting a respite period or insisting on the delivery; in any case Vetropack is entitled to claim for any damage caused. In the event of rescission of the contract Vetropack is entitled to find replacement elsewhere at the supplier’s expense. C.O.D. parcels will not be accepted unless expressly agreed on in the order.

7. Payment
At Vetropack´s discretion, payments have to be made either within 14 days subject to a deduction of 3% allowance or within 90 days net. The term of payment starts with receipt of the invoice at the place of performance, but at the earliest with duly delivered goods. Vetropack is entitled to take all legally permissible set-off possibilities in connection with the payment of invoices. However, payment neither constitutes Vetropack´s acceptance of the delivery nor a waiver of Vetropack`s claims arising from the performance of the contract (warranties and/or compensation for damage). The supplier has to notify Vetropack of the assignment of receivables least two weeks before the assignment. Vetropack can refuse the agreement for assignment in individual cases. Original invoices may not be attached to the consignment.

8. Warranty and Compensation for Damages
The supplier secures and shall be fully liable for the execution of the delivery as agreed in the order. Acceptance of the goods or performance takes place in so far and as soon as it is possible within the course of normal business. The warranty period shall be two years for movable property and three years for immovable property. This period runs from the hand-over of the goods, and, in the case of hidden defects, from the time the defect becomes apparent. In cases of breach of warranty Vetropack is entitled to, without prejudice to statutory recourse, even if the repair of the defective good is possible, at its discretion, rescind the contract, replacement, reparation of the defective good or to an appropriate reduction of the purchase price. In urgent cases Vetropack shall be entitled to conduct repairs, or have them carried out by third parties at the supplier’s expense. All costs incurred in connection with the repair in particular with transportation, traveling, labour or material costs shall be borne by the supplier. Deliveries and services shall be considered as defective at the time of delivery if the defect is discovered during the warranty period. Vetropack shall give notice of the defects that have not been detected at the time of delivery as soon as such defects are discovered, but not later than by the end of the agreed warranty period, either verbally or in writing. The parties expressly agree to waive the commercial obligation of notifying defects (section 377 of the Austrian Commercial Code; new version).

9. Force Majeure
In case of force majeure such as war, warlike events, natural disasters and interplant strikes, Vetropack is – for the period during which force majeure continues – exempted from acceptance obligations and authorized to withdraw from the contract without being held liable for any damages suffered by the supplier. In case of force majeure that bars the supplier from fulfilling its obligations, Vetropack has to be notified in writing. For the force majeure period contractual obligations shall be deemed to be suspended.

10. Confidentiality
All documents, data, designs, samples, forms and other auxiliary material provided by Vetropack shall remain Vetropack´s intellectual and material property. Samples may only be used for their agreed purpose, shall not be duplicated, handed over to third persons and have to be traded as confidential by the suppliers. The supplier has to expand the obligation of confidentiality to all persons, who may obtain access to the ascertained documents. Confidential information shall only be used in connection with business relationships with Vetropack. If an order is terminated all confidential documents shall be returned on the demand of Vetropack.

11. Rights of a third party
The supplier renders that its goods and services are free of rights from a third party. It shall indemnify and hold Vetropack harmless with regard to any third parties’ rights in connection with the delivery and the supplier shall guarantee the unrestrained use of the goods delivered as well as compensate Vetropack for all costs, expenses and other disadvantages resulting from a restricted use. The supplier shall indemnify and hold Vetropack harmless with regard to any claims of a third party in connection with the violation of safety or other regulations. The supplier guarantees that there are no secured interest on the delivered goods at the time of hand-over, in default thereof Vetropack is entitled to refuse to take delivery and to require the immediate delivery of unencumbered goods as well as compensation for damages.

12. Advertising
It is only permitted to be referred to as an existing business partner in advertising material upon the express approval of Vetropack.

13. Applicable law and Jurisdiction
Jurisdiction shall be the regional competent court at the place of performance of delivery. Austrian law shall apply to all legal relationships to which these Terms and Conditions of Purchase apply, excluding any conflict of law provisions as well as excluding the UN Contract for the International Sale of Goods.

14. General
The execution of the order by the supplier is considered as acknowledgment of the Terms and Conditions of Purchase of Vetropack. Once an order based on these Terms and Conditions of Purchase is placed, the Purchase Conditions shall also apply to all further orders, unless there are modifications to the above stipulated conditions agreed between the parties and confirmed in writing. If individual terms of these Terms and Conditions of Purchase shall held to be invalid, such invalidity shall not affect any other provision of the Purchase Conditions. Any provision which is invalid shall be replaced by a provision which best meets the intended purpose of the invalid provision.