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TERMS & CONDITIONS

I. General provisions


1. Our deliveries, services or deliverables and offers shall be provided
exclusively based on our General Terms and Conditions; this also
applies to all future business relationships, unless explicitly agreed
otherwise. These Terms and Conditions shall be deemed to have been
accepted by the Buyer no later than upon taking delivery of the delivery
item / services. The Buyer’s deviating provisions or confirmations of the
Buyer, referring to its terms and conditions or purchasing terms, are
hereby rejected and these shall become contents of the contract only if
they were expressly agreed in writing.


2. Amendments to our Terms and Conditions shall be valid only if we
confirm this in writing.


3. All agreements including any ancillary agreements, commitments or
representations, briefings or other declarations by our employees/
representatives/vicarious agents shall be legally binding only if they are
confirmed in writing by us. Compliance with the requirement of the
written form may be waived by us only in writing.The requirement of the
written form shall also be met if documents are sent by telefax to the
respectiveother party to the contract. The authentic contract language
also to be used in the event of questions of interpretation shall be
German.


4. AQUAFIDES GmbH may generally assume that employees of the Buyer
are entitled to place orders in the name of the Buyer, to make legally or
contractually binding statements on behalf of the Buyer and to deliver
goods for processing or to collect them.


5. The application of sections 9 and 10 of the Austrian E-Commerce-Law
(ECG, E Commerce-Gesetz) shall be excluded.


6. Any avoidance of the contract on the grounds of error shall be excluded.


7. AQUAFIDES GmbH enters into Agreements exclusively with other
entrepreneurs or regional or local authorities (B2B transactions).


II. Offer


1. AQUAFIDES GmbH shall be bound by an offer for three months, unless
a different binding period was agreed.


2. Cost estimates, offers, drawings and other enclosed documents and
associated with this, the concept of AQUAFIDES GmbH’s facilities/
systems and process technologies, are the property of AQUAFIDES
GmbH as well as its suppliers and are subject to statutory copyrights.
They may neither be handed out nor disclosed to unauthorized


3. third parties, in whole or in part, without our express consent in writing.
The currently applicable statutory provisions shall apply to this. As a
precaution, we also draw attention to the fact that parts of our facilities/
systems are protected by Austrian and foreign patents The Buyer is
obliged to take appropriate measures which prevent unauthorized third
parties from accessing such data. In the event of a breach of this
obligation, the Buyer shall be liable to AQUAFIDES GmbH for any
damage resulting therefrom.


III. Formation of the contract


1. The purchase order shall be deemed to have been accepted only when
it is confirmed in writing by AQUAFIDES GmbH.


2. The briefing by our employees of the in-house staff and field sales force
will be done according to the best of our knowledge and in accordance
with generally recognized state-of-the-art technology. It shall be geared
to normal operating circumstances. Should the operational conditions,
e.g. water circumstances, change in the time between our offer and the
rollout, the Buyer is obliged to notify this to us in writing immediately.


3. In the case of electronically concluded contracts the following shall
apply: The content of the contract will be stored by AQUAFIDES GmbH
for internal purposes only. It is not possible to make the contract content
available again to the Buyer after conclusion of the contract. The Buyer
is obliged to store or keep the contract text himself.


IV. Scope of delivery


1. The scope of delivery shall be determined by our order confirmation in
writing.


2. Any supplements, amendments, etc. to the order shall require
confirmation in writing by AQUAFIDES GmbH.


V. Period for delivery


1. The period for delivery, which is set out in the order confirmation, shall
commence on the date of sending our order confirmation, but not before
all technical and commercial details have been completely clarified.


2. The period for delivery shall be deemed to have been observed if up until
its expiry the delivery item has left our works or readiness for shipment
has been notified to the Buyer.


3. Our observance of the period for delivery shall be under the condition
that the Buyer has fulfilled his contractual obligations.


4. The period for delivery shall be extended appropriately in the event of
measures in connection with labour disputes, in particular strikes and
lock-outs, as well as upon the occurrence of unforeseeable obstacles
such as e.g. mobilisation, war, riots etc., and namely also if they occur
during a delay in delivery. This shall also apply even if such
circumstances affect our suppliers. An appropriate time extension shall
also be provided if official or Buyer’s information otherwise required for
the execution of the delivery is not received in good time. The same shall
apply in the event of a subsequent change to the purchase order.


5. The Buyer must immediately call up goods reported as being ready for
shipment; failing this, we are entitled to store the goods at Buyer’s
expense and risk. The risk of an incidental loss or an incidental
deterioration shall be transferred to Buyer at the time when the readiness
for shipment was notified to it.


6. Should the Buyer default on acceptance of the delivery, AQUAFIDES
GmbH shall, after setting and unsuccessful expiry of a reasonable period
of grace, be entitled to dispose of the delivery item elsewhere and to
deliver to the Buyer within an appropriately extended time period. This
shall not have any influence on the fulfilment and due date of Buyer’s
agreed payment obligations.


7. In the event of delay in delivery or default of delivery, the Buyer shall,
after expiry of the period for delivery extended in accordance with Article
V.4 above or after the agreed period for delivery was exceeded, be
entitled to withdraw from the Agreement in respect of the not-yet-fulfilled
part and this only after setting an appropriate grace period.


VI. Prices, Payments


1. Unless otherwise agreed, prices are quoted net of statutory value-added
tax, ex-works, excluding packaging, insurance and loading.


2. The goods shall be packaged as required according to commercial
practice at our discretion and at the Buyer’s expense.


3. Unless otherwise agreed in writing, our invoices shall be due
immediately and payable without any deductions free of charge to the
AQUAFIDES GmbH payment agent.


4. For completed parts of the work to be produced or for specifically
acquired or delivered materials and components, AQUAFIDES GmbH
may request appropriate part payments by issuing partial invoices.


5. The acceptance of bills of exchange shall require a separate agreement,
whereby interest and costs of discounting must be borne by Buyer in any
case. The invoices shall only be deemed to be paid upon the final credit
to our bank account.


6. For the event that Buyer fails to meet the deadline for payment, or that
the Buyer defaults on acceptance of delivery or that partial payments had
been agreed and even only one partial payment was not made in good
time (Terminsverlust), default interest under section 456 Austrian
Commercial Code (UGB, Unternehmensgesetzbuch) shall be deemed to
have been agreed. In the event of payment default, Buyer shall be
required, in addition to the aforementioned default interest, to indemnify
AQUAFIDES GmbH for all judicial and extrajudicial enforcement and
recovery costs incurred, including costs set forth in section 1333 of the
Austrian Civil Code (ABGB). Incoming payments shall, regardless of the
Buyer’s assignment, firstly be credited against costs, then against
already accrued interest and lastly against outstanding capital, and
namely firstly against the currently earliest due date.


7. The Buyer shall not be entitled to any rights of set-off and retention,
unless its counterclaims have been recognised as undisputed and
acknowledged in writing by AQUAFIDES GmbH or recognised by
declaratory judgment in a court of law.


8. The Buyer shall not be entitled to withhold any payments of due amounts
on the grounds of purported warranty claims or other claims, including
but not limited to liability coverage retentions (Haftrücklass) or retentions
to secure against excess payments (Deckungsrücklass).


9. n the event that AQUAFIDES GmbH is still entitled to outstanding claims
against the Buyer from past contractual relationships, AQUAFIDES
GmbH shall have the right to apply incoming payments in accordance
with the provisions of section 1416 of the Austrian Civil Code (ABGB),
even if Buyer’ payment was made for a different purpose.


10. Any cash discount or other discounts granted shall be granted only
under the condition that all older claims due have already been fully paid.


VII. Transfer of risk and taking delivery


1. The risk shall be transferred to Buyer upon sending goods ex-works,
even if freight paid delivery was agreed. If the shipment is delayed as a
result of circumstances falling within Buyer’s sphere of responsibility, the
risk shall be transferred to Buyer as from the date of the readiness for
shipment.


2. The transport route and manner shall be specified by AQUAFIDES
GmbH.


3. Delivered goods must be taken receipt of by the Buyer, even if they
display insignificant defects, notwithstanding the rights under paragraph
IX. Buyer must call forward and accept the goods within 14 (fourteen)
days after the receipt of the notification of readiness for shipment.


4. If defect-free work is not accepted by the Buyer in due time, AQUAFIDES
GmbH may engage a court-certified expert to determine the contractual
production at the Buyer’s expense. The Buyer is obliged to permit the
inspection of the work by the expert appraiser. If the Buyer refuses the
inspection, contractual production shall be deemed to have taken place.
In the case of contractual production, the Buyer must bear the expert’s
costs.


VIII. Retention of ownership


1. AQUAFIDES GmbH reserves exclusive ownership of delivered goods
and spare parts up until the settlement of the Buyer’s entire financial
obligations (purchase price, compensation for work, dunning charges,
etc.). AQUAFIDES GmbH shall be entitled to affix marks/labels indicating
this reservation of ownership at the Buyer’s expense. The removal of
such a mark/label is not permitted and shall cause the entire outstanding
receivable to immediately fall due and payable.


2. The Buyer may neither pledge the delivery item nor assign it as security.
The Buyer must notify us of pledges, as well as confiscations or other
disposals through third parties, without undue delay, so that we can
assert our right of segregation. Should the Buyer fail to meet this
obligation, it shall be liable for any damages incurred by AQUAFIDES
GmbH.

3. The Buyer hereby assigns to us all receivables from further customers or
against a third party that accrue to it from the resales, and namely
regardless whether the goods are resold without or after processing. It is
obliged to make note of the assignment in its books.


4. The Buyer is prohibited from entering into agreements with its customer
that could exclude or impair our rights in any way. The Buyer remains
authorised to collect the receivables assigned to us even after the
assignment. However, this shall not affect our authority to collect the
receivables by ourselves, as long as the Buyer does not meet its
payment obligations as per order. AQUAFIDES GmbH may request that
the Buyer discloses to us the assigned amount receivable and its debtor,
provides all information required for collection, hands out the
corresponding supporting documents and notifies assignment to the
debtor.


5. If the goods delivered subject to reservation of ownership are resold with
other goods that do not belong to us, the Buyer’s amount receivable from
its customer shall be deemed to have been assigned in the amount of the
delivery price agreed between us and the Buyer (including turnover tax,
interest and debt collection costs).


6. If the value of the securities provided to AQUAFIDES GmbH exceeds the
amount of AQUAFIDES GmbH’s receivables, AQUAFIDES GmbH
inasmuch may release the security at its own choice, upon the Buyer’s
request.


7. During the period of valid reservation of ownership, the Buyer must treat
the goods carefully and carry out or have another party carry out required
preventivemaintenance and inspection work professionally at its own
expense.


8. In addition, the Buyer must ensure appropriate insurance of the items subject to
reservation of ownership against all conceivable risks and restrict the transferability
of insurance policies for the benefit of AQUAFIDES GmbH at its own expense.


IX. Liability and defects


1. AQUAFIDES GmbH warrants for the period of one year after the time of the delivery/
service provision that the delivery item/service provision is free from production or
material defects and that a quality workmanship has been provided and that the
properties that have been warranted in writing exist. The Buyer must check the
goods/service provision directly after acceptance (sections 377, 378 UGB) and notify
defects to us in writing without undue delay, but no later than within one week after
the delivery/service provision. Otherwise, all warranty claims or other claims shall
forfeit. Identifiable defects and transport damage must be documented and notified
in writing to the commissioned transport company and AQUAFIDES GmbH
immediately upon delivery.

Any notices of defects must always be filed in writing and
specified. In the event of failure to comply with the duty to give notice of defects,
claims for warranty, for damages concerning the defect as well as due to an error on
the absence of defects may no longer be asserted. Warranty claims must be
asserted in court within 12 (twelve) months as from delivery. The Buyer is obliged to
produce evidence of the existence of the defect at the time of the delivery; the
presumption rule under section 924 Austrian Civil Code (ABGB) shall be excluded.

The warranty does not include damage and defects not falling within our sphere of
responsibility, in particular through improper storage, assembly, operation or
preventive maintenance, unauthorised change to the delivery item, other
disturbances caused by the Buyer or force majeure and wear and tear. The use or
installation of non-original components/spare parts or such not permitted by
AQUAFIDES GmbH as well as the preventive maintenance of facilities/systems/parts
of facilities/systems through companies not authorised by AQUAFIDES GmbH, shall
exclude any warranty and all other claims, unless the Buyer provides documentary
evidence that the defect has not been caused by this. If the Buyer is a consumer as
defined by section 1 Austrian Consumer Protection Act (KSchG,
Konsumentenschutzgesetz), the liability for defects shall be subject to the statutory
provisions.


2. For UVC lamps, notwithstanding the present terms, our special General Guarantee
Terms and Conditions for AQUAFIDES GmbH UVC lamps shall apply.


3. The fulfilment of warranty claims shall be free of charge at our choice through
rectification of defects or substitute delivery or performance. If the subsequent
rectification or delivery or substitute performance is unsuccessful after the Buyer has
set a reasonable grace period, the Buyer may request, at its choice, reduction of the
price or rescission of the contract. AQUAFIDES GmbH shall be liable only for the
breach of material contractual obligations. Any compensation for consequential
damages due to defects or loss of profits shall be excluded in any case. We assume
no liability for damages incurred by the Buyer, unless this is attributable to intentional
or grossly negligent conduct falling within our sphere of responsibility. The Buyer
waives avoidance of a concluded legal transaction on whatever legal grounds.


4. Minor technical changes as well as minor deviations from drawings, catalogues, price
lists, illustrations, circulars, prospectuses etc. that do not impair the serviceability of
the goods shall not entitle the Buyer to make complaints.


5. Delivered instructions for use, in particular AQUAFIDES GmbH’s preventive
maintenance regulations and operating instructions must always be observed and in
case of doubt Buyer must obtain AQUAFIDES GmbH’s advisory opinion.
AQUAFIDES GmbH shall not be liable for defects and damage that result from a
failure to comply with such notices/instructions or failure to obtain the advisory pinion;
equally, AQUAFIDES GmbH shall not be liable for unauthorized changes to the item
of purchase.


X. Product liability


1. The right of recourse under section 12 Austrian Product Liability Act (PHG,
Produkthaftungsgesetz) is hereby expressly excluded. Should the Buyer therefore
receive claims from a third party under the PHG, it shall not thereby incur any
recourse claim against AQUAFIDES GmbH.


2. The Buyer is obliged to inform those persons whom it enables to take the item of
purchase into use or operation or to whom it resells this item completely about all
operating instructions, safety/security regulations and warnings and to impose this
obligation on its customers.


3. If the Buyer fails to meet its duties under Article X.2., it undertakes to indemnify
AQUAFIDES GmbH and hold it harmless.


XI. Right to withdraw (impossibility, contract adaptation)


1. If unforeseen events as defined by Article V. occur, which significantly alter the
economic significance or the content of the delivery or service or have a significant
impact on our operation, the content of the contract must be adapted appropriately.


2. In the event of Buyer’s imminent financial collapse, (e.g. application for opening
insolvency proceedings, opening of composition proceedings, insolvency, default of
payment) we may likewise withdraw from the contract with immediate effect.


XII. Insolvency or bankruptcy of Buyer


1. In the event of insolvency or bankruptcy proceedings being initiated in regard to
Buyer’s assets, AQUAFIDES GmbH may, at its sole discretion and irrespective of any
other arrangements entered into (e.g., order confirmation, payment conditions),
choose to make the fulfilment of AQUAFIDES GmbH’s obligation to deliver
conditional on an advance payment or a provision of a security for the agreed upon
purchase price.


2. Any requested security shall be provided by means of cash or an abstract bank
guarantee. When demanded, such advance payment or security shall be provided
within eight (8) days; otherwise, Buyer shall be in default and AQUAFIDES GmbH
shall, without granting any further grace period, be entitled to withdraw from the
Agreement. The costs relating to such advance payment or provision of security shall
be borne by the Buyer.


XIII. Order cancellation


Should the Buyer declare its withdrawal from the contract for a reason that does not
entitle it to withdraw from the contract by law, AQUAFIDES GmbH shall be entitled,
at its sole discretion, either to insist on fulfilment or request a cancellation fee in the
amount of 25 % of the agreed price. AQUAFIDES GmbH reserves the right to assert
any damages beyond that.


XIV. Data privacy, confidentiality


1. Buyer hereby expressly authorises AQUAFIDES GmbH to use, store and
automatically process Buyer’s personal data in order to perform AQUAFIDES
GmbH’s obligations under the Agreement.


2. AQUAFIDES GmbH undertakes to comply with the provisions of Section 6 of the
Austrian Data Protection Act 2000 (Datenschutzgesetz 2000) and to ensure that
AQUAFIDES GmbH’s employees and agents will accordingly comply with
aforementioned provisions. Both Parties agree to keep the content of the Agreement
and all internal information and data of the other Party that a Party receives in
connection with the cooperation between the Parties confidential and not to disclose
them to third parties. This obligation shall survive the termination of the contractual
relationship.


3. Any publication of work results by a Party to the Agreement that go beyond the mere
fact of the placement of an order and the related basic information, such as company
name and address etc., requires the demonstrable express consent of the other
Party.


4. Above that the provisions of AQUAFIDES GmbH’s Privacy Statement published at
www.aquafides.at are applicable.


XV. Validity, place of performance, place of jurisdiction, arbitration clause


1. If individual provisions of this Agreement are or become ineffective, the remainder of
the remaining contractual provisions shall remain in force. The ineffective provision
shall be replaced with a valid provision that best corresponds to the wording,
intention and purpose of the Agreement.


2. The Parties hereby agree the exclusive application of Austrian substantive and
procedural law, under exclusion of the United Nations Convention on Contracts for
the International Sale of Goods (CISG) and of the conflict-of-law rules of international
private law. The place of performance shall explicitly be defined as AQUAFIDES
GmbH’s registered office. The Parties hereby agree, in accordance with section 104
of the Austrian Law on Court Jurisdiction (JN, Jurisdiktionsnorm), that the venue and
jurisdiction for any disputes concerning the existence or non-existence of a
contractual relationship and for all disputes arising from or in connection with such
contractual relationship shall be that of the court having material and geographical
jurisdiction in respect of the registered office of AQUAFIDES GmbH. AQUAFIDES
GmbH may, however, choose to sue the Buyer also at the Buyer’s general place of
jurisdiction.


3. At AQUAFIDES GmbH’s choice, AQUAFIDES GmbH may also decide that all
disputes arising out of contracts and the legal transactions based on such contracts
or referring to the breach, rescission or nullity of such transactions or contracts shall,
in accordance with the Arbitration and Conciliation Order of the International Court of
Arbitration of the Austrian Federal Economic Chamber in Vienna (Vienna Rules), be
ruled upon with final effect by one or more Arbitrators appointed according to the said
rules. The arbitration proceedings shall be subject to the exclusive application of
Austrian substantive and procedural law, under exclusion of the United Nations
Convention on Contracts for the International Sale of Goods and of the conflict-of-law
rules of international private law. The language to be used in the arbitration
proceedings shall be German.


XVI. Authentic contractual language


1. The authentic contractual language shall exclusively be German. Only the present
German language version shall be used for purposes of interpretation. Any
translations of the present Terms and Conditions into other languages shall not be