Terms and Conditions VDS Getriebe GmbH, VDS Driveline GmbH

Area of application
1.1. These business relations apply to VDS Ltd. (for short us) and of course the legal entities (for short the client) for the representational legal transaction, as well as for all future dealings, even if in individual cases, particularly for future completion, or follow-up orders, they are not referred to explicitly.

1.2. Respectively, the terms and conditions current at the time of signing the contract apply and are available on our website

1.3. The terms and conditions of the client or changes, respectively amendments of our terms and conditions require our explicit approval in writing in order to be valid.

1.4. The terms and conditions of the client will also not be recognised if upon receipt, we do not explicitly contradict them.

Offers, signing of contract, supplements to an agreement
2.1. Our offers, unless otherwise stated, are subject to change regarding all the given data. In particular details about the material costs are to be seen as guidelines.

2.2. Acceptance, confirmations and guarantees on our part, as well as any additional arrangements and agreements, which deviate from these terms and conditions will only be binding with our written approval.

2.3. All agreements are required in writing.

Placing orders, order accomplishment
3.1. The type and scope of the agreed accomplishment is stated in the signed contract and in the general terms and conditions.

3.2. We bind ourselves according to the rules of accomplishment for the order given and according to the generally accepted codes of practice in engineering and the general principles of economics.

3.3. Our obligation of accomplishment starts at the earliest, as soon as:
a) a written order is given
b) the in-house capacities are checked
c) all the technical details are clarified
d) we have received any agreed prepayments or security deposits.

3.4. Changes and amendments to the order are to be confirmed in writing in order to become the subject-matter of the existing contractual relationship. Changes and additions to the fixed order size can lead to changes in the deadlines and the prices will be adapted accordingly. If the client does not contradict the continuation of the order within 10 days of notification of the changes, the offer will be seen as accepted and it will be carried out accordingly

3.5. If there are time delays due to questions from the client that are to be clarified, the project´s contract period will be suitably extended.

3.6. After our compiling of the final report the order is deemed concluded.

Scope of work, payments and payment conditions
4.1. In the absence of deviating specifications, all prices are given in Euros plus the statutory effective value-added tax.

4.2. Further settlements for material-, transport or similar costs will occur unless something else was specifically agreed in writing with a 25% handling fee.

4.3. The remunerations agreed in the contract apply. If no agreement about the payment was met, respectively for additional services, these will be charged in accordance with the hourly sales rate of the personnel deployed corresponding to the work that was performed.

4.4. A charge for possible counter claims is prohibited.

4.5. Provided that nothing else is agreed in writing, we are entitled to adjust the personnel´s hourly rate in accordance with statutory, respectively contractual changes to wage costs.

4.6. The costs for business trips (travel, day and overnight stay pay, overnight expenses etc.) will be billed separately. Travel time counts as working hours as long as no other agreements have been made.

4.7. The entitlement to a cash discount requires an explicit written agreement.

4.8. Factually justified partial deliveries and services are permitted and can be billed separately.

4.9. Payments are to be made immediately after billing unless another agreement is contractual, respectively was put in writing

4.10. With late payments the clients will be billed the statutory interest on late payments. By law the client is obligated to compensate for the necessary costs to our benefit (collection expenses, collection rates, legal costs etc.)

4.11. Objections to bills are to be made within 12 days upon receipt of the invoice,
otherwise the bill is deemed approved.

Delivery and performance period
5.1. Delivery / performance periods and deadlines are only binding for us once the liability is confirmed explicitly in writing.
Deviating from this formal regulation is also required in writing.

5.2. Time periods and deadlines are postponed when there is an act of nature beyond control, a strike, an unforeseeable delay not caused by us but due to the suppliers or other comparable events which we have no control over during the period in which the event persists. The right of the client to withdraw from the contract remains unaffected when there are delays which make the binding of the contract unreasonable.

5.3. If the start of the execution of service or the execution itself is delayed or interrupted by circumstances known to the client, the performance periods will be extended accordingly and the completion dates postponed accordingly.

Withdrawal from contract
6.1. A withdrawal from the contract is only permitted with a significant reason.

6.2. When withdrawing from a contract because of default, the client has to give adequate notification by recorded delivery at the same time of the threat of resignation. If the extension set is not maintained due to our doing, the client is entitled to withdraw from the contract.

6.3. With a default of the client with a partial performance or an agreed collaborative activity which makes the execution of a task impossible, or it impedes it substantially, we are entitled to withdraw from the contract.

7.1. Only the services that are agreed contractually are covered in the guarantee.

7.2. The guarantee period for our services is one year from the hand over, respectively the completion of the job.

7.3. In the absence of a deviating agreement for the completion date, the time/date of the hand over, respectively the completion is when the client has assumed the service in his power to dispose, or when he refuses the hand over without reason. From the day the client is notified about the completion, the service is deemed as being at the power of his disposition if there is an absence of a justified refusal.

7.4. Notice of defects and complaints of any kind along with other forfeiture of guarantee claims are to be put in writing to the place of business without delay,
at the latest within 14 days after the occurrence of the fault.
This must be done with the most accurate description of the defect as possible and with information on the possible causes. The faulty goods or work are to be passed on by the client if possible. The client always has to prove that the fault was already present at the time of delivery.

7.5. With unjustified fault claims the client is obligated to compensate us for any costs that arise for the confirmation
that the work is free of faults or for the rectification of the defect.

7.6. In connection with the rectification of defects, any transport and travel costs will be at the expense of the client.

7.7. The guarantee obligations purely cover the demands for the rectification of a defect or a fault, respectively the arrangement of a lacking but contractually agreed feature within an acceptable period of time. An acceptable period of time is generally to be understood as a third of the time frame agreed for the execution of the service. If no subsequent improvement or rectification of the lacking capacity follows, or the period of time elapses without any effort to rectify the fault, a price reduction can be agreed. Claims for redhibitory action are excluded.

7.8. The capacities for the guarantee are limited to 15% of the order volume for the work performed.

7.9. No fault justifies the circumstance that particular features of the goods and services are not suitable for the purpose of the client, unless this feature was defined in writing in the contract.

8.1. On account of a breach of contractual or pre-contractual obligation we are only liable in the case of intent or gross negligence.

8.2. The liability is limited to a sum of €100 000.

8.3. The limit of the liability also covers claims against our employees, representatives and subcontractors on the basis of damages which the parties mentioned above have caused the client regardless of the contract on their part.

8.4. Our liability excludes damages caused by improper handling, not following the operation and installation instructions, inaccurate assembly, start-up operation, maintenance or repairs, provided that this was the cause for the damage. Equally the non-liability goes for neglecting any necessary maintenance.

8.5. As a sub-dealer the client is to take out adequate insurance for product liability claims and has to ensure the claim for damages
remains harmless and complaint-free with regards to us.

8.6. Liability for indirect and/or subsequent damages, for example lost profit or product malfunction is excluded.

8.7. Withholding payments because of claims from preceding arrangements and the charging for counterclaims is excluded.

Patent-, protection and copyright
9.1. In the execution of the development project we aim to reach a development result free of a protected third party.

9.2. We are and remain the bearer of the concept identified by us before the start of this development project, the subsequent declared and defined property rights, as well as the existing copyright (previous property rights).

9.3. We will disclose the property rights to the client, as long as it serves a purpose in the anticipated development result. As bearer of the property right, we can accord the client an unlimited time and on-site, non-exclusive right of use under the usual market conditions.

9.4. The outcomes, copyrights, property rights and patents which we acquire or apply during our work through our own know-how, remain our sole property. We readily agree to grant the client a right of use under the usual market conditions.

9.5. The concepts identified together by the client and us which result from collaborative work will be declared by both partners and their employees will have unlimited access to the service invention. The costs for the effects, the maintenance and the advocacy of the contractual property rights will basically be carried equally by the partners. Any exceptions require a separate arrangement. We, as well as the client are entitled to use these contractual property rights.

9.6. For the contractual property rights both we and the client are to be registered as the bearers. Within the priority period of the respective contractual property right the partners will mutually decide, whether and if applicable, in which countries subsequent applications will be executed.

9.7. If a partner is not interested in a subsequent application in a particular country, the other partner is entitled to go ahead with subsequent applications in this country in his name and at his own expense.

9.8. If one of the partners no longer wants to be involved in one of the contractual property rights, he has to inform the other partner in sufficient time. This partner is then entitled to register or pursue this in his own name and at his own expense and respectively to have it put in his name.

10.1. We and the client are obligated to each other to maintain the confidentiality of all the work results and all of the technical information, respectively the description, the time periods, aims and ideas for the execution of the development project acquired within the framework of the development project.

10.2. What is particularly confidential is: – Know-how, undisclosed property rights and other work results which are used or attained in the scope of the development project, – The description of the development project, – The schedule, the aims and ideas for the execution of the development project, – Other, undisclosed available information which the contractual partners gain from the other partner at any time within the scope of the development project.

10.3. Hereby we confirm that the employees appointed by us for the execution of this contract and any other assignees are subject to the corresponding confidentiality obligations. We will also make all the necessary arrangements to hinder third party access to the work results and the information attained from the client.

Severability clause
11.1. Should any parts of the general terms and conditions be ineffective, the validity of the remaining parts will not be affected.

11.2. In this case the partners obligate themselves to find a substitute arrangement – based on horizontally integrated partners, who come as close as possible to the economic result by taking into consideration the trade practice of the ineffective condition.

Applicable law, place of execution, court of jurisdiction
12.1. Austrian law is to be applied.
12.2. The UN convention on contracts for the international sale of goods (CISG) is excluded.
12.3. The place of execution is the place of business of VDS Getriebe GmbH.
12.4. The court of jurisdiction for all disputes arising from the contractual relationship or future contracts between the client and us is the court in 4400 Steyr.

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