Regulations

1.1

These general terms and conditions of sales and deliveries (further referred to as AVL) shall apply to all legal relations (in particular purchase agreements and delivery agreements) and to all deliveries and work performed by the Seller, also if they do not refer to them directly. Other general terms and conditions of the Purchaser shall apply only after clear acceptance by the Seller.

1.2

These AVL shall apply also if they were accepted within the first order and they were not clearly accepted for further commercial relations or in the case of repeatable works and future orders.

1.3

For consumer transactions, pursuant to § 1 KSchG (Consumer Protection Act) (further referred to as consumer transactions) these AVL shall apply with exceptions regulated for consumer transactions.

1.4

AVL shall be available in work facilities of the Seller or their distribution partners and they shall be available to view and download at www.erotic4.com

1.5

If in these AVL there is a reference to a pricelist, it shall mean the pricelist of the Seller applicable on the date of delivery according to the notice.

2.1

The Agreement shall be entered into through the website of the Seller www.erotic4.com after the Purchaser places an order using the order form. After clicking ‘Order’, the order is placed and the Purchaser shall pay for their order.

2.2

The Purchaser shall verify the content of the order confirmation. The Purchaser shall immediately report any derogations from the message communicated by them in writing. Otherwise, a legal transaction with the content confirmed by the Seller shall be made.

2.3

If no term of delivery or order implementation has been established, the agreement shall also be entered into without any order confirmation, unless delivery of the

Seller’s work is performed within 4 weeks from the acceptance of the order.

2.4

The Purchaser shall be clearly informed that representatives of the Seller are not entitled to make any arrangements which differ from these AVL. Such arrangements require written confirmation of the Seller.

2.5

Details in catalogues, prospects, etc. are not binding and they shall become part of the agreement only if they are clearly referred to in the order confirmation.

2.6

In the case of consumer transactions, the Seller within an appropriate period of time, no later than within 14 days from the order acceptance, shall confirm the order to the Purchaser, otherwise the Purchaser shall not be bound with the order or the offer.

3.1

Delivery of goods shall take place with free loading according to “Factory / Ex Works” principles (pursuant to INCOTERMS 2010) by the Seller in Vienna.

3.2

The risk shall be transferred to the Purchaser when the goods are provided to them or to the appointed forwarder, if the Purchaser delays the receipt, from the readiness for shipment. It shall also concern situations when partial deliveries are implemented or the Seller transport the goods upon request of the Purchaser to the appointed destination.

3.3

The Purchaser or third parties appointed by them (e.g. a forwarder) shall order efficient loading and/or mounting of goods. The checking party shall not be liable for loading or mounting faults.

3.4

The goods which are not received on the established date of delivery or work shall be stored for a maximum period of 8 weeks at the risk and cost of the Purchaser. The Purchaser shall incur the charges for storage. Simultaneously, the Seller is entitled to request execution of the agreement or after determination of an additional term, withdraw from the agreement and use the goods for different purposes. In the case of such processing, a contractual penalty in the amount of 25.00 EUR per shipment plus 10% of the value of the goods (without VAT) shall apply.

3.5

In the case of consumer transactions – if the Seller sends the goods – the risk of loss or damage of the goods shall be transferred to the Purchaser only when the goods are delivered to the Purchaser or a third party appointed by them, other than a forwarder. If the Purchaser entered into a transport agreement without using the option suggested by the Seller, the risk shall be transferred on the forwarder upon handing over the goods. The Purchaser does not acquire the title to the goods with the transfer of the risk. The Seller reserves the title according to § 10 (retention of title) of these AVL until the goods are fully paid for.

4.1

In the case of delay for which the Seller is liable, the Purchaser is entitled to withdraw from the agreement, if after the delay, they determined an additional term in writing for the goods to be delivered or services to be provided and announced their withdrawal from the agreement after inefficient expiry of the additional term. The additional term is correct if it is not shorter than 50% of the initial delivery or work term.

4.2

In the case of delay of the Seller and in the case of entitled withdrawal from the agreement by the Purchaser, the Purchaser shall be entitled to compensation if the Seller or their contractors caused the delay purposefully or as a result of gross negligence. Liability for damages due to the delay of the Seller in the case of gross negligence shall be limited to 1% of the delayed delivery or work value, however maximum 10% of the value of a given part of delivery or work which has not been executed timely. Compensation claims exceeding the above are not allowed.

5.1

The arranged deliveries and works shall be implemented in accordance with the offer and/or the list of works of the Seller constituting the basis for order confirmation.

5.2

Small deviations, which do not affect the goal, from the model and/or the prospect constituting the basis of the offer or order confirmation (e.g. referring to dimensions, weight, quality) are insignificant faults which are considered to be accepted in advance.

5.3

Changes and improvements in the arranged deliveries and works which are based on new experiences and/or new economic results remain clearly reserved by the Seller.

5.4

The Purchaser shall control deliveries and works of the Seller immediately after receiving them and report visible faults, deficiencies or incorrect deliveries no later than within one week from receiving the delivery and works; and hidden faults - within one week from noticing them, in writing. The notification must be sufficiently justified and documented with evidence.

5.5

The warranty period shall be maximum 12 months from the receipt. The Purchaser must document occurrence of faults. § 924 ABGB and § 933b ABGB shall not apply.

5.6

In the case of justified faults, the Seller shall repair the faults within a determined period of time, request removal of the fault or replace the good. Several repairs and deliveries of replacement parts shall be acceptable. In the case of timely improvement, annex for deficiencies or deliveries of replacement parts, additional claims, such as termination of the agreement (its modification) or a decrease in the price shall not be allowed.

5.7

The warranty expires if the Purchaser or a third party unauthorized by the Seller introduces changes or conducts repairs within the goods.

5.8

If in the offer or the order confirmation a warranty declaration is included (each time it is not a guarantee agreement in a strict sense), it shall not apply to consumables (e.g. seals, etc.) or damages caused by inappropriate or improper use, natural wear, incorrect or faulty processing or storage. The warranty declaration shall be understood in such a way that the Seller shall be liable for faults (except for the cases listed above) which will occur within the warranty period and claims regarding them are pursued within the period.

5.9

In the case of consumer transactions, statutory regulations concerning warranty shall apply.

6.1

If it does not violate the applicable law and if it is not regulated otherwise in the AVL, the Seller shall be liable only for damages they caused purposefully or as a result of gross negligence. In the case of gross negligence, liability shall be limited respectively to the value of the agreement, maximum up to the amount covered by insurance due to business activities of the Seller. Such limitations of liability shall not apply to compensation of personal damage.

6.2

The Seller shall not be liable for indirect damages, lost profit, interest losses, lost savings, consequential and material damages, and for damage which result from incorrect or improper use, natural wear and tear, incorrect or improper processing or storage.

7.1

The established prices shall be increased by VAT at the applicable statutory rate and according to “ Factory / Ex Works” (pursuant to INCOTERMS 2010) in Vienna unless otherwise clearly agreed.

7.2

Invoices of the Seller shall be paid for in advance from the issuance of a given invoice without any fees.

7.5

All receivables of the Seller shall be paid immediately if the Purchaser delays implementation of their liabilities in relations to the Seller. The same shall apply to the case of withholding a payment. In such cases, the Seller shall also withdraw from the agreement immediately.

7.6

In the case of delay in payment, the Seller is entitled to:

7.7

In the case of delay in payment, the Seller is entitled to depend their further deliveries or works on advance payments or securities. They are entitled to request compensation in such cases due to failure to fulfil an obligation or withdraw from the agreement, without limiting compensation claims. In such a case, the received promissory notes can be returned and it is possible to request immediate payment in cash.

7.8

The Seller is entitled to account the incoming funds according to their needs in the case of several open receivables from the Purchaser.

7.9

The Purchaser shall not be entitled to settle claimed mutual receivables, also when they are removed due to faults, with receivables of the Seller or to refuse payment, unless it is legally confirmed by court. The ban on settlements and exclusions of the right to withhold payment shall not apply in the case of consumer transactions.

7.10

Only goods in good condition in closed packaging units will be received and paid for 90% of goods. Costs of receipt shall be settled separately.

8.1

Goods delivered by the Seller shall remain their property until - taking into account all additional costs - they are completely paid for and the Purchaser completely fulfils their obligations arising from the agreement (retention of title).

8.2

The Purchaser shall carefully store goods delivered by the Seller until the title is transferred to them. The Purchaser shall be fully liable in relation to the reserved goods, especially concerning the risk of loss, disappearance or deterioration.

8.3

In the case of resale of the reserved goods, the Purchaser, at once without the need for additional declaration about transfer or consent, shall transfer the title entitled to them due to resale of the goods in relation to the recipients to fulfil all receivables with additional receivables up to the amount of the value of the goods delivered by the Seller. The same regulation applies analogically for processing, combination or mixing of the delivered goods. In such a case the Seller purchases a joint ownership right to items produced by processing in relation to the value of the delivery of goods to newly produced items.

8.4

If the goods delivered by the Seller or items produced from them by processing become significant components of a share of a third party so that by inseparable combination with the share they become owners of the goods delivered by the Seller, the Purchaser shall transfer all additional rights towards third parties to the Seller in the amount of the value of the goods provided and mounted by the Seller.

8.5

In case of delay, upon request of the ordering party, the Purchaser shall notify their debtor about the transfer, provide necessary information concerning claims for the transferred receivable and present the required documents for the purpose.

8.6

The Purchaser shall not be entitled to pledge the goods of the Seller covered by the retention of title or transfer it for security. Within a pledge or another use by third parties, the Purchaser shall claim the Seller’s title, immediately notify the Seller and undertake the required steps to secure the Seller’s interests.

8.7

In the case of delivery of goods within the current invoice, retention of title shall be used to secure open receivables balance.

9.1

The place to fulfil all the obligations arising from this agreement shall be the registered office of the Seller in Vienna.

9.2

All disputes arising from this agreement shall be settled in accordance with§ 104 JN by a competent ordinary court in Vienna.

9.3

The Purchaser shall clearly agree on observance of the Austrian law, except for revealing standards of the international private law (e.g. IPRG, Rom I-VO) and the Vienna Convention. In relation to consumers such a choice of law shall apply only when through this no applicable statutory regulations of the country, where they have their registered office or the regular office, are violated.

9.4

If regulations of these AVL turn out to be or become legally ineffective, invalid and/or inapplicable within the duration of an agreement, it shall not affect legal effectiveness and applicability of other regulations. In such a case, the legally ineffective, invalid and/or inapplicable regulation shall be replaced with a regulation which is legally effective and applicable, and from the economic perspective, it corresponds to the replaced regulation – as much as it is possible and legally accepted.