1. The following General Terms and Conditions shall apply to all offers of purchase and sale submitted by the company NTS Netzwerk Telekom Service AG and shall as well be applicable to all business transactions conducted and contracts concluded by said enterprise.

The following Terms and Conditions shall govern, in the absence of any written agreement to the contrary in an individual case, the contractual relationship and shall supersede any previous deviating terms of contract in effect so far and shall apply to the entire future business relationship of the contracting parties.

Any terms of purchase of Buyer which may be contradictory to the provisions contained herein shall have no legal force and shall thus not become subject of this contract. The option of entering into a specific framework agreement in addition to these General Terms and Conditions shall be irrespective of these General Terms and Conditions.

2. General Conditions of Sale and Delivery

2.1. Conclusion of Contract:

Any offers submitted by the company NTS Netzwerk Telekom Service shall be subject to confirmation. Any illustrations, drawings as well as indications referring to trade marks shall be deemed to be not binding.

The conclusion of the contract shall be made in writing and shall only be deemed to have come into force if Buyer's and/or Customer's order has been confirmed in writing by the company NTS Netzwerk Telekom Service or has been executed in fact by said company.

Verbal collateral agreements shall only come into effect upon our confirmation in the form of a letter of acknowledgment justified on grounds of sound business practice.

Unless otherwise agreed explicitly in writing, estimated charges shall be deemed to be not binding.

2.2. Prices and Terms of Payment:

All prices quoted shall be understood to be rates in effect at the time of the conclusion of the contract and shall be deemed to be net prices which shall be charged with additional VAT in the statutory amount and other levies or fees according to the laws or regulations imposed by the tax authorities.

NTS Netzwerk Telekom Service shall be entitled to increase its prices, if this may be required at the time of delivery by a change of circumstances deviating from the original calculation of prices.

This shall apply in particular to the subsequent introduction or increase of taxes, customs duties, public levies, freight cost and other extra charges which may concern the deliveries of NTS Netzwerk Telekom Service directly or indirectly and which may lead to a price increase.

Unless otherwise agreed within the framework of an invoice which may contain other periods for payment, immediate cash payment without any deductions shall be deemed to have been agreed upon herewith.

NTS Netzwerk Telekom Service hereby shall state explicitly to accept bills of exchange and cheques only in payment pending the discharge of the debt and provided that the payment has been received in fact.

Any bills of exchange stamps, discount charges, collecting expenses as well as other cash expenses having regard to the acceptance of a bill of exchange shall be invoiced separately and must be paid immediately.

In case of delayed payment, interest in arrears to be charged at 12 % p.a. shall be deemed to have been agreed upon herewith. Should the despatch of a reminder become necessary in order to collect the outstanding amount, NTS Netzwerk Telekom Service shall be entitled to charge collection expenses amounting to EUR 10,- for each demand letter despatched.

In cases where concern regarding Buyer's and/or Customer's creditworthiness may be justified, NTS Netzwerk Telekom Service shall be entitled to demand any outstanding payment with immediate effect irrespective of any time allowed for payment agreed upon before. NTS Netzwerk Telekom Service shall in said case further be entitled to withhold outstanding deliveries until full payment of the purchase price has been made.

In cases where payment by instalments has been agreed upon before, the full outstanding purchase price shall become due should Buyer and/or Customer fail to pay one single instalment. Both parties to this contract agree that incoming payments shall be credited against cost in the beginning, and, at a later date, against interest and capital.

NTS Netzwerk Telekom Service shall be entitled to credit incoming payments against the respective debts due for the longest period of time regardless of Buyer's and/or Customer's expression of will which may contain a statement to the contrary.

In the event of any default in payment and especially in cases where concern regarding Buyer's and/or Customer's creditworthiness may be justified, NTS Netzwerk Telekom Service shall be entitled to claim security including interest and expenses.

3. Reservation of Title

All goods and items delivered by the company NTS Netzwerk Telekom Service shall remain the property of the company NTS Netzwerk Telekom Service until payment of all invoices resulting out of the mutual business relations including interest on arrears as well as collection expenses have been made in full (extended reservation of proprietary rights).

During the entire period of the reservation of title Buyer and/or Customer shall not be entitled to conclude legal transactions with regard to the goods which may affect the reservation of title of the company NTS Netzwerk Telekom Service. Buyer and/or Customer shall, in particular, not be entitled to sell or pledge the goods or transfer ownership of said items by way of security, lease or hand them over to third parties for use.

The contracting parties hereby agree that upon conversion, commixtion or adjunction of goods being still under reservation of title with material belonging to Buyer and/or Customer, this shall not affect the property of the conditional vendor but shall create a co-ownership of the newly developed item according to the proportion of the amounts and contributions concerned. Buyer and/or Customer undertakes to assign its co-ownership share resulting hereof in the event of failing payment for the purpose of providing collateral of the outstanding purchase price demand to the company NTS Netzwerk Telekom Service.

4. Place of Performance and Applicable Law

The place of performance for any obligations to render services resulting out of the respective individual contractual relationship shall be Graz in the absence of any other provision. The legal venue for all disputes arising out of the respective contractual relationship shall be the court competent as regards the subject matter in Graz. The mutual business relationship shall be governed by Austrian law excluding the provisions governing the United Nations Convention on Contracts for the International Sale of Goods (CISG).

5. Delivery

Delivery date and delivery period shall, in the absence of a written acknowledgment, be deemed to be not binding.

If a delivery date or delivery period has been agreed upon before, such period shall commence on the day of acknowledgment of the order by the company NTS Netzwerk Telekom Service.

An undue delay in delivery up to a default period of 4 weeks shall neither entitle Buyer and/or Customer to terminate the contract nor justify an entitlement of damage claims in accordance with the statutory delay in performance.
This shall even apply in the case where delivery periods or a "fixed delivery date" have been agreed upon.

Should Buyer and/or Customer refuse the receipt of the goods, the company NTS Netzwerk Telekom Service shall be entitled to store the goods on behalf of Buyer and/or Customer and at its risk and expenses which shall include the taking out of an insurance policy. NTS Netzwerk Telekom Service shall further be entitled to dispose of the goods at its discretion and without prejudice to its claims for payment of the purchase price after submitting a written reminder to Buyer and/or Customer and setting a time limit leading to no result.

6. Passing of Risk

Upon passing of the purchase item to the forwarding agent or carrier and at least upon departure from the ware-house and/or ex works at the latest shall the risk of destruction of the purchase item pass to Buyer and/or Customer which shall even apply where NTS Netzwerk Telekom Service may be obligated to deliver the purchase item to a place of destination agreed upon before pursuant to the contractual provisions.

7. Warranty, Damages and Product Liability

NTS Netzwerk Telekom Service shall warrant within the scope of the statutory provisions that a delivery in conformity with the contract and/or a performance of services has been executed without defaults.

Should Buyer and/or Customer fail to report any complaints regarding discernible defects without delay, but at least within 7 days after delivery of the goods to the Buyer and/or after the execution of the order at the latest, this shall lead to a preclusion of any warranty claims.

An entitlement to warranty claims shall further be excluded if Buyer and/or Customer exert improper interference and changes on the purchase item.

NTS Netzwerk Telekom Service shall be bound by law to ensure the remedying and replacement of damages caused by a defect as well as consequential harms caused by a defect. The right to claim damages shall, however, be limited to the insured amount of the third party indemnity insurance taken out by NTS Netzwerk Telekom Service. Any claims for damages exceeding the amount of the third party indemnity insurance pursuant to the title of damages and/or consequential harm caused by a defect shall therefore be excluded.

Unless no violation or infringement of the provisions of the Consumer Protection Act (PHG), BGBL/Federal Law Gazette 99/1988 is committed, the liability pursuant to the stipulations of this federal act shall be excluded (cf. § 9 PHG).

8. Enticement of employees

In case of a supply of services by NTS mutual enticement of employees will be renounced from the beginning of the service until 12 months past completion of the latest service. In case of violation the stipulated contract penalty includes the payment of six times the gross monthly salary of the enticed employee to the rendering contracting party.

9. Salvatorian Clause

Should any provision of these General Conditions of Sale and Delivery be or become ineffective, this shall not affect the validity of the remaining provisions which shall be supplemented with the respective statutory provisions or alternatively with the supplementary interpretation of the contract.