§ 1 APPLICATION, FULFILMENT

[1]      Oido FlexCo ("OIDO"), based in Götzens, Tyrol, Austria, sells acoustic room solutions (including a wide range of wall panels, ceiling systems, parametric designs, partitions, acoustic lighting solutions, etc.), including acoustic space planning, and thus offers the delivery and, where applicable, the installation of acoustic panels and systems primarily for project-based business ("GOODS"). The specific services in addition to the delivery of the GOODS (e.g. acoustic calculations, room planning, installation) result from the individual offer.

[2]      All sales to its customers ("CUSTOMER(S)") are subject exclusively to the following General Terms and Conditions of Business and Delivery ("GTC"). These GTC are enclosed with each offer and are available for download on OIDO’s website in various languages. These GTC apply to all agreements between OIDO and the CUSTOMER regarding the purchase and delivery of GOODS and the provision of services (consultancy and work), unless the parties agree on more specific provisions concerning the subject of performance.

[3]      These GTC shall also apply as a framework agreement for all future transactions with OIDO, even if no further reference is made to them.

[4]     If the CUSTOMER refers to its own general terms and conditions when placing an order and OIDO nevertheless proceeds with the sale, this shall not constitute acceptance of the CUSTOMER’s terms and conditions. By placing the order and accepting the order confirmation ("OC") without objection (see § 2 (4)), the CUSTOMER agrees that only OIDO’s GTC shall apply to the purchase contract. These GTC shall be deemed accepted by the CUSTOMER at the latest upon performance of the service.

[5]      Field and sales representatives of OIDO are not authorised to make agreements or commitments on behalf of OIDO that deviate from these GTC. Written individual agreements signed by authorised representatives (managing directors or authorised signatories) of OIDO are required for this purpose.

[6]     The CUSTOMER acknowledges that OIDO may transfer the contract and/or individual rights and obligations under the contract to companies affiliated with OIDO and have its obligations fulfilled by them. No consent of the CUSTOMER is required for this.

§ 2 OFFERS, CONCLUSION OF CONTRACT

[1]      OIDO responds to customer enquiries by sending generally non-binding offers.

[2]      Offers are only binding in exceptional cases if expressly designated as binding by OIDO. The most recent (binding) offer from OIDO replaces all previous offers.

[3]      The order is immediately binding for the CUSTOMER; unilateral withdrawal from the contract (cancellation) is excluded, provided that a confirmation of the order (sending of OC) is made within a reasonable period.

[4]     OIDO reserves the right to accept the order. Acceptance takes place by sending a written OC. The scope of the contract is determined exclusively by the OC; it reflects the content of the purchase contract.

[5]      The CUSTOMER must verify that the OC corresponds to its order. If the content of the OC deviates from the order, the CUSTOMER shall be deemed to have agreed to the amended content if no immediate written objection is made. If no timely objection or correction is made, any deviations in the OC shall be deemed accepted.

[6]     Special specifications by the CUSTOMER, such as delivery dates, discounts, differing delivery addresses, special requests or custom designs, shall only become part of the contract if they are expressly confirmed by OIDO as binding in the OC.

[7]      Samples are generally subject to a charge unless otherwise agreed.

[8]      OIDO may change designs even after conclusion of the contract, provided such changes are compatible with the customer's specifications or the deviations are only minor.

§ 3 EXECUTION AND OTHER SERVICES: PLANNING SERVICES

[1]      OIDO’s offers and services are generally based on unverified information provided by the CUSTOMER or third parties commissioned by the CUSTOMER (e.g. architects, planners). All relevant information must be provided to OIDO in a timely and complete manner prior to the preparation of the offer. The CUSTOMER alone is responsible for considering site-specific risks (e.g. fire protection) or special on-site conditions. Technical verification of the offer, on-site measurement, and proper implementation are the responsibility of the professional planner or installer commissioned by the CUSTOMER. OIDO assumes no liability for the correctness, feasibility, or proper execution of work performed by third parties engaged by the CUSTOMER.

[2]      If OIDO provides free supplementary planning or consulting services, these are provided solely as ancillary services to the purchase contract and do not establish any contractual warranty of success. A legally binding execution or installation plan is generally not owed; rather, it constitutes a non-binding recommendation for the positioning of the GOODS at the CUSTOMER’s premises.

[3]      OIDO may offer additional chargeable services, such as consulting, planning (e.g. acoustic calculations), design (especially for custom-made products), or installation services.

[4]     The design plan resulting from such services is not an exact execution plan and is therefore not suitable for unverified installation. The implementation on site must in any case be checked and approved by the respective professional. Any inaccuracies resulting from data provided by the CUSTOMER or its agents shall be borne by the CUSTOMER. OIDO accepts no liability for the accuracy, completeness, or feasibility of the information provided or the resulting design recommendation.

[5]      All planning services and acoustic calculations are based on the CUSTOMER’s information and the Sabine formula and represent only approximate values. OIDO does not prepare binding inspection or measurement protocols and does not guarantee the achievement of specific theoretical values. All calculations are simplified estimates based on typical material values and standard assumptions, serving only as a general orientation and not as binding assurances or guarantees.

[6]     The supplied mounting accessories do not include screws or dowels. Responsibility for proper selection and installation lies with the CUSTOMER or the installer commissioned.

§ 4 INSTALLATION SERVICES

[1]      OIDO is generally only obliged to deliver the GOODS. Installation services are only provided if expressly and separately agreed in writing, offered separately, and listed in the OC.

[2]      The CUSTOMER must ensure all conditions for proper installation at the agreed date. This includes in particular:

a.       Timely and unrestricted access to the installation site, including suitable access roads, unloading facilities, and authorisations (e.g. keys, parking spaces, safety instructions);

b.       Safe site conditions (dry environment, electricity supply, ceiling load capacity, static suitability, etc.);

c.       Clearance of the work area from furniture and other obstacles;

d.       Timely provision of information about special circumstances (e.g. concealed installations, substructures, fire protection requirements, official permits).

[3]      Any preparatory work required on site (e.g. substructures, ceilings, electrical connections) must be completed properly, in due time, and in compliance with standards by the CUSTOMER. OIDO is not obliged to inspect such works or the suitability of the substrate. The CUSTOMER alone is liable for damages resulting from unsuitable constructions or defective preparatory work.

[4]     Unless expressly included in the OIDO offer, the CUSTOMER must provide necessary aids (e.g. scaffolding, lifting platforms, forklifts) free of charge; otherwise, OIDO may provide them at the CUSTOMER’s expense.

[5]      The agreed installation dates are binding. If these cannot be met or must be postponed for reasons attributable to the CUSTOMER (e.g. lack of site clearance, insufficient preparatory work, delays caused by other trades), the CUSTOMER shall bear all additional costs (including waiting times, additional travel, and labour hours).

[6]     Installation outside regular working hours (weekends, public holidays, night work) shall require separate agreement and be subject to surcharges. Travel, transport, and preparation costs shall be charged from OIDO’s site; excessively long journeys or difficult access conditions may incur additional charges.

[7]      Installation staff shall record work, travel, and waiting times, which must be signed by the CUSTOMER or its on-site representative. If countersignature is refused, OIDO’s records shall be deemed accepted if proven.

[8]      The CUSTOMER bears the risk for the GOODS from delivery until installation, and during installation for all equipment and surroundings provided. The CUSTOMER must protect sensitive floors, walls, furniture, and other surfaces adequately before work begins; OIDO accepts no liability for damage if this is omitted.

[9]     Upon completion, an acceptance protocol (with date and time) must be signed by the CUSTOMER. If not signed, acceptance is deemed granted upon commissioning or use. Any damage noted during installation must be reported immediately in writing to OIDO.

[10]    Additional services not included in the offer (e.g. subsequent changes in position, reinstallation, adjustments due to defective preparatory work or incorrect customer data) shall be invoiced separately.

§ 5 EXCHANGE, WITHDRAWAL, FORCE MAJEURE

[1]      All GOODS are manufactured individually to order. Returns, exchanges or changes after ordering (including delivery date or delivery address) are therefore excluded.

[2]      If the CUSTOMER withdraws from the contract and OIDO consents, or if OIDO is entitled to withdraw because the CUSTOMER fails to fulfil contractual obligations, the CUSTOMER shall pay fixed compensation, irrespective of fault, subject to proof of higher actual damage:

– 25% of the net order value for standard products not yet in production;

– 75% for special products already ordered;

– 100% for goods in advanced production or ready for dispatch.

[3]      OIDO is not liable for impossibility or delay in delivery caused by events beyond its control ("Force Majeure"), such as accidents, war, acts of terrorism, epidemics, pandemics, civil unrest, communication failures, natural disasters, governmental actions, legislative changes, strikes, unforeseeable operational or shipping disruptions, fires, floods, shortages of energy or raw materials, import/export restrictions, or similar unforeseeable events that make performance difficult or impossible. In such cases, OIDO shall be released from its performance obligations without cost consequences.

[4]     If, after conclusion of the contract, circumstances occur (e.g. increases in raw material or transport costs) that render fulfilment under the agreed terms uneconomical, OIDO may withdraw from the contract without cost consequences. Extraordinary market changes (e.g. sudden raw material price increases, transport cost surges) may also constitute force majeure if they make contract performance economically unreasonable.

[5]      If alternative suppliers or raw materials must be used in the event of shortages, the CUSTOMER may demand this only if it bears the corresponding additional costs; otherwise, OIDO may withdraw from the contract without cost consequences.

§ 6 DEADLINES, DELIVERY, TRANSPORT, DELAY AND LIMITATION OF LIABILITY

[1]      The assurance of specific delivery dates or deadlines as well as specific production times stated on the homepage, in catalogues, etc. is non-binding and dependent on capacity utilisation.

[2]      Unless otherwise agreed, delivery shall be EXW (Ex Works) Gewerbepark 4, 6091 Götzens (Incoterms® 2020). This also applies even if OIDO organises the transport and/or pays the costs ("carriage paid delivery"). In such cases, OIDO may freely choose the means of transportation. OIDO is not responsible for unloading or on-site handling.

[3]      Delivery dates or deadlines stated in the order or OC are generally non-binding, unless otherwise stated in the OC.

[4]     A delivery date confirmed in the OC always refers to the date of readiness for dispatch ex works.

[5]      OIDO is entitled to make and invoice partial or advance deliveries.

[6]     In any case, an agreed delivery period or date cannot commence before receipt of a corresponding confirmation of cover from the credit insurance company (see § 9 (1)), receipt of the amount to be paid in advance, or information requested by OIDO and to be provided by the CUSTOMER. Especially in the case of custom-made products, it is the CUSTOMER’s responsibility to provide correct dimensions/information in good time. Only after all required information has been provided in full can production start and delivery times be confirmed.

[7]      OIDO is not responsible for delays caused by the authorities when exporting to third countries.

[8]      Any packaging supplied and the obligation to dispose of it properly shall pass to the CUSTOMER upon delivery.

[9]     Unless otherwise agreed in writing in the OC, all transportation, insurance, customs clearance and certification costs (outside EEA/Switzerland/United Kingdom) shall be borne by the CUSTOMER. The prices do not include unloading and carrying of the GOODS (on site).

[10]    If the CUSTOMER does not collect the GOODS on the agreed delivery date, the CUSTOMER shall be in default of acceptance. After expiry of a reasonable grace period, OIDO is entitled – without prejudice to further claims – either to insist on fulfilment of the contract or withdraw from the contract and/or to claim damages or to store the GOODS at the risk and expense of the CUSTOMER. The storage fee shall be at least 1% of the net order value per calendar day, starting from the day following the end of the grace period. If the CUSTOMER is in default of acceptance, the risk of accidental loss or accidental damage of the GOODS shall pass to the CUSTOMER. The claim for damages shall amount to at least 75% of the order value, without prejudice to higher actual damages.

[11]     If performance deadlines are bindingly agreed, the following applies: if the CUSTOMER is in default with the fulfilment of its contractual obligations, all performance periods shall be extended by the duration of the delay. Performance periods shall also be reasonably extended in the event of circumstances beyond OIDO’s control or in the event of force majeure (see § 5). OIDO will inform the CUSTOMER immediately of the beginning and end of such obstacles. If the obstacle lasts longer than three months, both contracting parties are entitled to withdraw from the contract without cost consequences.

[12]     (Delay) damages shall only be compensated by OIDO in accordance with § 11. If OIDO is responsible for non-compliance with a delivery date bindingly agreed in the OC and if the CUSTOMER can prove compensable damage, the CUSTOMER may demand compensation in the maximum amount of 0.5% per week of the continuing delay in delivery, but not more than a total of 5% of the net price of the delivery affected by the delay.

§ 7 DELIVERY OUTSIDE THE EEA / EXPORT RESTRICTIONS

[1]      Unless otherwise stipulated in the OC, the following applies: OIDO shall be deemed the distributor for GOODS delivered within the European Economic Area (EEA), Switzerland and the United Kingdom. For deliveries outside the EEA, the CUSTOMER shall be deemed the distributor, irrespective of who organises or pays for the transport.

[2]      The CUSTOMER acknowledges that the GOODS offered by OIDO are generally approved for use within the EEA and accordingly hold any certificates or similar required there. The CUSTOMER is therefore responsible, at its own expense and risk, for obtaining official or other permits and certificates outside the EEA and for checking whether the GOODS are suitable for use outside the EEA, whereby OIDO will be pleased to assist. This applies both to legal and technical requirements for use outside the EEA.

[3]      The CUSTOMER undertakes to comply fully with all national and international laws, regulations, sanctions and embargoes relating to export and re-export, as amended from time to time, including but not limited to restrictions concerning domestic transactions, brokerage services, and other prohibitions on circumvention that directly or indirectly affect its activities (including resale of the GOODS) as well as any applicable human rights, environmental and product-safety due diligence obligations. The CUSTOMER shall indemnify and hold OIDO harmless in the event of a breach of these obligations.

[4]     OIDO does not warrant that the GOODS offered are free from intellectual property rights of third parties in countries outside the EEA. The risk of infringement due to import, transit or export or the placing on the market, offering for sale, sale or advertising of the GOODS offered by OIDO in a non-EEA country lies exclusively with the CUSTOMER. If claims are asserted against OIDO by a third party due to an infringement of intellectual property rights in a non-EEA country, the CUSTOMER shall indemnify and hold OIDO harmless.

§ 8 PRICES

[1]      Unless otherwise agreed in writing, prices are ex works (EXW) place of manufacture according to Incoterms® 2020, excluding VAT and transportation costs as well as import charges, customs duties and certification costs.

[2]      Statutory value added tax shall be due at the applicable statutory rate and shown separately on the invoice. In the case of services outside the European Union, OIDO is entitled to subsequently charge VAT if the CUSTOMER does not send proof of export to OIDO within one month of the respective shipment.

[3]      Rebates of any kind granted in individual cases, including cash discounts, do not create any entitlement to future rebates.

§ 9 TERMS OF PAYMENT, INVOICE CHECKING, PAYMENT DEFAULT, RETENTION OF TITLE

[1]      OIDO delivers on account with payment terms, provided that the CUSTOMER can be insured against non-payment with OIDO’s credit insurance. Whether such a request is made to the credit insurance company is at OIDO’s discretion. If insurance is granted and valid, invoices (up to the credit limit) must be paid within 30 days of the invoice date. If the insurance refuses cover, delivery will only be made against advance payment (up to the full order value). In this case, receipt of the purchase price or down payment is a prerequisite for delivery or production start.

[2]      Invoices must be checked immediately by the CUSTOMER and any errors must be reported. After the due date, correction is excluded and the invoice amount shall be deemed accepted.

[3]      Payments must always be made by bank transfer, unless otherwise agreed.

[4]     In the event of default, default interest of 9.2 percentage points above the base interest rate p.a. (§ 456 Austrian Commercial Code), but at least 15% p.a., shall be charged. OIDO is entitled to charge a flat reminder fee of €40.00 per reminder letter in the event of late payment, as well as any higher damages.

[5]      If the CUSTOMER is in default of payment, OIDO shall be entitled to demand immediate payment of all claims, require security prior to delivery, withhold outstanding deliveries in whole or in part, or withdraw from existing contracts in whole or in part.

[6]     The CUSTOMER shall only be entitled to rights of set-off, retention and refusal of performance if its counterclaims have been legally established or expressly recognised in writing.

[7]      Delivered GOODS remain the property of OIDO until full payment of the invoice amount and any default interest. In the event of resale, the CUSTOMER shall deliver the GOODS to its customers only under an effectively agreed retention of title until full payment has been made.

§ 10 TRANSPORT DAMAGE, NOTICE OF DEFECTS, WARRANTY PROVISIONS AND LIMITATIONS

[2]      Unless expressly agreed otherwise, the CUSTOMER’s warranty claims shall be governed by the statutory provisions of the Austrian Civil Code (§§ 922 et seq. ABGB).

[3]      Liability under the warranty does not include any consequential damages, such as the costs for the installation or removal of defective GOODS.

[4]     The statutory warranty period for defects at the time of delivery of the GOODS is 24 months after delivery (ex works).

[5]      Any transport damage and/or loss must be recorded by the CUSTOMER immediately upon delivery in the presence of the carrier, documented (e.g. photos) and reported to OIDO in writing; otherwise, the CUSTOMER shall bear the resulting loss. These obligations also apply if, at the CUSTOMER’s request, delivery is made to a third party and must therefore be passed on to this third party.

[6]     The CUSTOMER (or an authorised third party) must inspect the delivered GOODS after delivery for defects (regarding transport damage see § 10 (5)). Obvious defects, incorrect deliveries or defects that could have been detected during a proper and careful inspection must be reported to OIDO immediately, but at the latest within 10 working days after delivery/collection of the GOODS, by e-mail to info@oido.at ("NOTICE OF DEFECTS"). Hidden defects must be reported to OIDO immediately after discovery, but at the latest within 10 working days of discovery. After the notice of defects, the CUSTOMER must await further instructions from OIDO. If the CUSTOMER fails to give timely notice of defects, the GOODS shall be deemed approved and accepted as free of defects.

[7]      The burden of proof for all requirements of the warranty claim, including the existence of the defect at the time of delivery, the time at which the defect was discovered and the timeliness of the notice of defects, lies with the CUSTOMER.

[8]      The statutory presumption of defectiveness at the time of handover if the defect becomes apparent in the first six months (§ 924 Austrian Civil Code) is excluded.

[9]     The CUSTOMER acknowledges that all delivered GOODS must be checked by suitable specialist companies for suitability and technical compatibility prior to installation. Responsibility for standard-compliant installation, proper processing and compliance with local regulations lies solely with the CUSTOMER or its commissioned third parties. Statutory recourse liability pursuant to § 933b ABGB is excluded.

[10]    The following exclusions and restrictions also apply:

a.       Colour and surface deviations (e.g. slight shading, clouding, fibre inclusions, differences in textile or acoustic surfaces) do not constitute a defect. In particular, each panel is unique with slight colour differences and irregularities. Deviations in individual fibres shall not be assessed in isolation. The overall appearance of the entire panel, including the colour gradient, is decisive. Foreign fibres resulting from production do not constitute grounds for complaint. No replacement will be made. The colour gradient within a panel may vary; such deviations are production-related and do not justify exchange.

b.       Colour changes or fading due to UV or light exposure—especially in textiles and plastics (polycarbonate, PMMA)—as well as material-related ageing (embrittlement, yellowing) are not defects.

c.       Changes due to friction, pressure, contact with moisture, dust, chemicals or other environmental influences constitute normal wear and tear and are not defects.

d.       The room-acoustic performance of GOODS supplied by OIDO depends on numerous factors outside OIDO’s sphere of influence (e.g. room geometry, furnishings, floor/wall/ceiling surfaces, building conditions). OIDO therefore gives no warranty or liability that specific acoustic results (e.g. reverberation time, sound attenuation, speech intelligibility or other acoustic parameters) will be achieved—even where indicative measurements are carried out in advance. Information in brochures, data sheets, simulations or planning documents are non-binding reference values and do not constitute warranted characteristics.

e.       If the GOODS are manufactured by OIDO on the basis of design information, drawings, models or other specifications provided by the CUSTOMER or its agents, the warranty and liability shall be limited to execution in accordance with such information. OIDO is not obliged to review this information or documentation.

f.        Illustrations and visualisations on the homepage, in catalogues, data sheets or other sales documents are for illustration purposes only and are non-binding. They do not represent a detailed depiction of the GOODS; any deviation of the GOODS from such visualisations does not constitute a defect. Liability for printing or typographical errors is excluded. Changes and design improvements, in particular in the interests of technical progress, are reserved.

g.       Full warranty requires installation/repair by a licensed installation company.

h.       The warranty is excluded if the GOODS are not used properly by the CUSTOMER or are connected to or installed in unsuitable parts.

i.        Minor changes or deviations from the target quality (minor defect) or minor deviations from illustrations or information on the website or other sales documents that are insignificant for the value or use of the GOODS, as well as surface damage to less than 5% of the total surface of the GOODS, do not justify a warranty claim.

j.        The following production tolerances are agreed and do not constitute a defect: material thickness 24 mm: ± 5%; material thickness 12 mm: ± 10%.

[11]     Defective GOODS or parts thereof shall only be returned at OIDO’s request. OIDO may instead request images of the defective GOODS in order to check whether a defect actually exists. If the CUSTOMER returns defective GOODS to OIDO without OIDO’s consent or if an authorised return shipment reveals that the GOODS were free of defects, the CUSTOMER shall bear the costs of the return shipment. The above options also apply to cases in which the CUSTOMER is entitled to other claims instead of or in addition to the warranty claim. Subject to mandatory statutory provisions, OIDO shall have no further warranty obligations.

[12]     If the CUSTOMER provides evidence of a defect, OIDO may choose to repair or replace the GOODS or reduce the purchase price appropriately. Shortages will be delivered subsequently.

[13]     Invoices for repairs carried out will only be recognised if OIDO has been notified of these costs in writing in advance and OIDO has confirmed in advance in writing that it will bear the costs.

[14]     A timely notice of defects does not entitle the customer to a reduction or retention of the purchase price.

[15]     The warranty obligation shall not be extended due to the rectification of defects (repair). This does not apply to the complete replacement of the GOODS.

[16]     The CUSTOMER’s right to assert claims arising from defects (in court) expires three months after written rejection of the defects by OIDO.

§ 11 LIABILITY AND LIMITATION OF LIABILITY; EXCLUSION OF LIABILITY

[1]      OIDO is only liable for damages within the scope of the statutory provisions; any further contractual liability (in particular the assumption of contractual penalties) is excluded.

[2]      Furthermore, OIDO’s liability outside the scope of application of the Product Liability Act is limited as follows:

a.       Except for personal injury, OIDO shall only be liable for intent or gross negligence.

b.       OIDO’s liability in terms of amount is in any case limited to the amount of the simple net order fee according to the invoice for the delivery of goods that was the cause of the damage.

c.       Liability for consequential damage and financial loss, loss of profit, loss of interest and damage arising from third-party claims against the CUSTOMER is excluded, even in cases of gross negligence. In particular, OIDO shall not be liable for legal costs, the CUSTOMER’s own legal fees or costs of the publication of judgments or for any claims for damages or other third-party claims. Exclusion of liability also applies to consequential damages under warranty, i.e. all ancillary costs incurred in connection with the rectification of defects (e.g. for installation and removal, transportation, disposal, travel and travel time, lifting equipment) and lost profits. In this respect, the CUSTOMER undertakes to indemnify OIDO against any claims of its customers resulting from (consequential) damages.

d.       In any case, liability is limited to compensation for foreseeable damage typical for the contract. Compensation claims of the CUSTOMER against OIDO which are based on contractual penalty claims of the CUSTOMER’s customers are in no case foreseeable for OIDO or typical for the contract in the aforementioned sense.

e.       If the damage is covered by an insurance policy taken out by the CUSTOMER for the damage in question, OIDO shall only be liable for any associated disadvantages suffered by the CUSTOMER, e.g. higher insurance premiums. The CUSTOMER must prove the existence or non-existence of the insurance cover to OIDO upon request.

[3]      No liability is accepted for the provision of any free (additional) services (consultancy services).

[4]     In the event of non-compliance with any conditions (official or specified by OIDO) for installation, commissioning and use (e.g. in operating instructions and safety instructions), any compensation for damages is excluded.

[5]      In the event of non-compliance with any conditions (official or specified by OIDO) for installation, commissioning and use (e.g. in operating instructions and safety instructions), any compensation for damages is excluded.

[6]     For deliveries or transfers of GOODS outside the EEA, § 7 also applies..

[7]      If a more extensive exclusion of liability is permissible in individual cases, this shall be deemed to have been agreed.

[8]      In addition, the restrictions set out in § 10 apply. The limitations of liability shall be transferred in full to any purchasers of the CUSTOMER, with the obligation of further transfer.

[9]     If claims are asserted against OIDO by third parties on the basis of strict liability, in particular on the basis of product liability, the CUSTOMER shall assume liability to the extent that it would also be directly liable.

[10]    OIDO’s liability for measures taken by the CUSTOMER to avert damage, e.g. product recalls, is excluded to the extent permitted by law.

[11]     The CUSTOMER’s right to assert claims for damages (in court) against OIDO expires three months after written rejection by OIDO.

§ 12 CYBERCRIME AND SECURITY INSTRUCTIONS

[1]      Payments must be made exclusively to the bank accounts specified in OIDO’s OC or invoice. OIDO does not notify its CUSTOMERS of a changed bank account by e-mail alone. The CUSTOMER is therefore obliged to verify any notification of changed bank details by direct telephone contact with OIDO before making a payment.

[2]      The CUSTOMER bears the risk if payments are made to incorrect or third-party manipulated accounts due to insufficient verification. In such cases, the payment obligation towards OIDO is not discharged.

[3]      The CUSTOMER is obliged, in electronic business transactions (in particular for e-mail communication, invoice transmission, payment instructions), to take appropriate security measures (e.g. up-to-date anti-virus software, spam filters, secure passwords, multi-factor authentication) and to report suspected cases of cyber attacks, phishing or other manipulations to OIDO without delay.

[4]     OIDO is not liable for damages incurred by the CUSTOMER as a result of cyber attacks, phishing, e-mail manipulation or comparable forms of cybercrime, unless OIDO has acted with gross negligence or intent.

[5]      OIDO is entitled to issue supplementary security instructions to the CUSTOMER for electronic business transactions (e.g. for invoicing, communication or authentication procedures). The CUSTOMER is obliged to comply with these instructions.

§ 13 INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHTS

[1]      If a GOOD is manufactured by OIDO on the basis of design data, drawings, models, plans or other specifications provided by the CUSTOMER, the CUSTOMER shall indemnify and hold OIDO harmless in the event of any resulting infringement of third-party property rights. OIDO is not obliged to examine such documents.

[2]      OIDO retains all copyrights, industrial property rights and rights of use to all documents provided to the CUSTOMER in the course of performance (e.g. plans, drawings, technical documents, software data). The CUSTOMER receives only a non-transferable, non-exclusive right of use limited to the term of the contract for the fulfilment of the specific contractual purpose. Disclosure or use for other purposes is not permitted without OIDO’s prior written consent. All documents must be returned immediately upon request.

[3]      The CUSTOMER is obliged to treat all (non-public) technical, economic and personal processes and circumstances of OIDO as business or trade secrets at all times.

[4]     For delivery or transfer of goods outside the EEA, § 7 applies.

§ 14 CHOICE OF LAW, PLACE of JURISDICTION

[1]      Austrian law is expressly agreed, with the exception of Austrian private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods. However, OIDO is entitled to waive the application of Austrian law. In this case, it is agreed that the law of the country in which the CUSTOMER has its registered office shall apply.

[2]      The place of performance for all contractual relationships is OIDO’s registered office in A-6091 Götzens.

[3]      For CUSTOMERS domiciled within the EEA, the following agreement on jurisdiction applies: all disputes arising from or in connection with contracts concluded between CUSTOMERS domiciled in the EEA and OIDO shall be decided exclusively by the court having subject-matter jurisdiction for A-6020 Innsbruck. However, OIDO is free to take legal action against the CUSTOMER at any other legal place of jurisdiction.

[4]     For CUSTOMERS domiciled outside the EEA, the following arbitration clause shall apply: all disputes or claims arising out of or in connection with these GTC or contracts based on these GTC, including disputes concerning their validity, breach, termination or nullity, shall be finally settled under the Rules of Arbitration (Vienna Rules) of the International Arbitral Centre of the Austrian Federal Economic Chamber (VIAC) by one or three arbitrators appointed in accordance with these Rules. The language of arbitration shall be German. The seat and place of arbitration shall be A-6020 Innsbruck. Austrian law applies with the exclusion of its conflict-of-law rules and the UN Sales Convention (CISG). The possibility of applying for interim measures before state courts remains unaffected.

§ 15 OTHER PROVISIONS

[1]      Should individual provisions of these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision that most closely reflects the economic purpose of the original provision. There shall be no severance by reduction; rather, the clause shall be replaced by an appropriate, permissible provision by way of supplementary interpretation of the contract.

[2]     Subsidiary agreements to these contractual terms and conditions must be made in writing to be legally effective. This also applies to the waiver, amendment or revocation of this written form requirement.