GENERAL TERMS AND CONDITIONS OF HYUNDAI TECHNOLOGIES HANDELS GMBH

THE FOLLOWING GENERAL TERMS AND CONDITIONS APPLY TO ALL BUSINESS TRANSACTIONS, IN PARTICULAR TO ALL SUPPLIES DELIVERED AND SERVICES AND REPAIR WORKS PERFORMED – HEREINAFTER COLLECTIVELY REFERRED TO AS THE „OBJECT OF DELIVERY”, WHICH HYUNDAI TECHNOLOGIES HANDELS GMBH – HEREINAFTER REFERRED TO AS THE  „SELLER” – ENTERS INTO WITH CUSTOMERS WHO ARE NOT CONSUMERS IN TERMS OF THE CONSUMER PROTECTION ACT ( FEDERAL LAW GAZETTE NO. 1979/140 AS AMENDED) – HEREINAFTER REFERRED TO AS THE „PURCHASER”.

1. General, Scope of Application

1.1 Upon placing the order with the Seller, irrespective of whether in writing, personally, by facsimile (fax) or by telephone, Purchaser acknowledges these general terms and conditions which shall form an integrating part of any and all business transactions entered into with Seller. In any case the version as modified as of the date of the contract shall apply. Any modifications or supplements shall only be binding if confirmed in writing by Seller. Any of Purchaser’s terms and conditions shall only apply if expressly confirmed in writing by Seller.

1.2 In case any of the stipulations of these general terms and conditions should be or become
invalid (e.g. through any amendments of provisions of the law), the remaining stipulations shall remain valid. Any stipulation which has become invalid (legally not effective) shall be replaced by another stipulation which is best suitable to achieve the economic purpose of the stipulation which has become invalid or otherwise legally not effective (not legally binding). The same procedure shall apply in case of any stipulation missing and requiring amendment in the contract.

2. Delivery and repair

2.1 Unless otherwise agreed in writing, any delivery shall be effected at Purchaser’s risk and freight collect ex Seller’s warehouse (EXW Incoterms 2000). Transportation of the object of delivery to Purchaser’s destination as well as any return shipment, for any reason whatsoever, shall be at Purchaser’s risk and cost. Purchaser’s default in taking over the goods is deemed equivalent to handing over having been effected.

2.2 Fixed terms and deadlines, for which time is of the essence, for any object of delivery are only deemed agreed if acknowledged by Seller in writing. In any case, dates and deadlines of delivery shall not be binding. In the case of repairs, any deadline for delivery, if agreed, shall be counted as of the day of delivery of the product at Seller’s workshop premises. Failure to comply with terms or deadlines for delivery on the part of Seller shall not entitle Purchaser to withdraw from the contract or to file a claim for damages if failure to comply is due to circumstances not under Seller’s direct influence and independent of Seller’s will (such as force majeure, industrial conflicts of any kind, interruption of operation, delay of delivery on the part of suppliers, illness of employees, defects of the EDP/IT system and similar). Whenever any of the aforementioned circumstances occur Seller may at its discretion refrain from performance (withdraw) or extend the deadline for a period corresponding to the delay suffered.

2.3 In case of any delay in delivery directly attributable to Seller, Purchaser may, after having granted a reasonable extension of at least four weeks, withdraw from the contract.

2.4 Seller is entitled to effect partial deliveries and each partial delivery shall be deemed a separate contract under the law. In case Purchaser does not comply with its obligations resulting from part shipments, Seller is entitled at its sole discretion to postpone any further part shipments or to withdraw from the contractual obligation to effect any remaining part shipments.

3. Purchaser’s default of acceptance

In case of any default of acceptance on the part of Purchaser, Seller is entitled to store the goods on behalf of Purchaser and, after having given him due notice, to sell them for not less than half of the estimated value and offset the proceeds against the purchase price. The same shall apply if Purchaser is in default with payment and/or taking over an object of delivery after repair for more than three months from the date of completed performance of the repair works. Seller is entitled to keep any amount of the proceeds of sale exceeding the amount payable by Purchaser as payment owed to Seller for the storage. Any storage in custody of Purchaser’s goods on the part of Seller is additionally subject to the General Terms and Conditions of Austrian Forwarders (AÖSp, Allgemeine Österreichsische Spediteursbedingungen, as amended) as well as to the schedule of rates of Austrian forwarders, as applicable.

4. No offsetting, no possessory lien

Purchaser has no right to offset any of its amounts receivable against Seller’s amounts receivable nor to exercise any possessory lien vis a vis Seller or to refrain from compliance with its obligations in any other way.

5. Withdrawal in case of lack of creditworthiness

In case after entering into an agreement or after having delivered the object of delivery or after having repaired the object of delivery Seller obtains knowledge of any lack of creditworthiness regarding Purchaser or if Purchaser’s financial situation is deteriorating to an extent that payment of the purchase price might be jeopardized, in particular if Purchaser is in default with payment of invoices of third parties for sixty days after the due date, if execution is instituted against Purchaser’s assets or a petition to institute insolvency proceedings is filed against him, the due date of all of Seller’s amounts receivable and unpaid will be accelerated. In such case Seller is entitled to request Purchaser to perform under all transactions and concurrently effect prompt payment in cash, Seller may further extend any deadline for five more days and withdraw from the contract, as well as claim immediate advance payment to be effected by Purchaser for any goods yet to be delivered (including prompt cash coverage of any drafts).

6. Warranty, liability, damages

6.1 The warranty period for any defects (also latent defects) shall be one year from acceptance of the object of delivery on the part of Purchaser or readiness for delivery on the part of Seller. Manufacturer warranties shall not be affected thereby. Purchaser shall carefully inspect the object of delivery without delay after it has been handed over by Seller and notify Seller of any defects in writing. Service of such notification to Seller shall be effected within a maximum term of five days. Purchaser shall notify Seller of any latent defects within five days of having detected them. In case Purchaser fails to immediately notify any defects in writing or in case Purchaser resells the goods, the object of delivery shall, except for any latent defects, be deemed free of any defects. Purchaser bears the full burden of proof for any justification of claims, in particular for the claim itself, for the date on which the defect has been detected and for presentation of the respective complaint in due time.

6.2 Whenever the complaint for defects is justified, the warranty provisions of the law shall apply, in which case Seller is, in the case of (also material) defects which can be remedied, entitled to attempt at remedying the defective goods or service or to supply a replacement. For any works under warranty, Purchaser shall in any case pay the cost of wear and tear materials replaced. Performance against alleged warranty claims does not imply acknowledgement of a product as defective.

6.3 In case in spite of repeated attempts at repairing a material defect cannot be remedied, Purchaser is entitled to request rescission or reduction of price during the warranty period pursuant to the law. Seller however may, if a reduction of price is requested, offer the rescission, in which case Purchaser’s right for price reduction becomes extinct. Any defects which are not material defects shall not entitle to claims under warranty.

6.4 Warranty claims are excluded in case Purchaser or unauthorized third parties have tampered, repaired or serviced the object of delivery or have effected any other corrective modification. The same thing applies if raw materials that are not authorized have been used for maintenance purposes.

6.5 Seller may be released with regard to Purchaser’s warranty claims by transferring upon Purchaser Seller’s warranty claims or claims for damages vis a vis Seller’s supplier or manufacturer. Seller shall not be liable for the accuracy or collectibility of such claims.

6.6 Parts which have been replaced shall become property of Seller.

6.7 Warranty is excluded for used products.

6.8 Any of Purchaser’s warranty claims against Seller or Seller’s vicarious agent, in particular also for loss or damage due to default or consequential harms caused by a defect are excluded, except in case of wilful intent or gross negligence. Seller is not liable for consequential damages of any kind whatsoever, financial losses, economies not realized, loss of interest payments and for damage/loss resulting from claims of third parties against Purchaser. Purchaser waives any rights of recourse accruing to him against Seller due to product of liability or other strict liability. Purchaser undertakes to impose this waiver and the obligation of its having to be imposed  on its customers in case of any resale, and to keep Seller free of harm and claim for any claims of third parties resulting from any iolation of this obligation. The amount of any of Purchaser’s claims for damages is limited to compensation which Seller obtains from third parties.

7. Payment

7.1 All prices agreed are net prices for delivery ex works excluding value added tax. In addition to these prices, purchaser shall pay value added tax and any other levies and fees payable at the rates as prescribed by the law.

7.2 Unless any other payment conditions have been agreed, all invoices are payable promptly in cash without any discount. The amount of the invoice is payable as of the date of the respective Seller’s invoice.

7.3 In case of any delay in payment, Purchaser shall pay interest on the amount owed for the
duration of the delay at the rate of the basic interest plus 8%. Seller reserves the right to supply evidence of any loss/damages resulting from the delay and exceeding the above and to claim such amount. Any cost resulting from the delay of payment, such as dunning expenses, collection expenses, cost of engaging a collection agent, lawyer’s fees and similar, shall be for Purchaser’s account.

7.4 In case Seller has granted Purchaser a credit term of payment, Seller is entitled to revoke such term for important reasons (e.g. petition of bankruptcy, dismissal of a petition of bankruptcy for lack of assets covering the costs, material deterioration of the financial situation, cf. also aforementioned item 5), with the consequence of acceleration of payment of any amounts unpaid or, at Seller’s discretion, Seller’s withdrawal from the contract.

8. Retention of Title of Property

8.1 Until full payment of the payment as agreed including ancillary expenses and any interest, the object of delivery remains the property of Seller (retention of title of property). Purchaser shall inform Seller without delay in writing of any third party attachment regarding the goods covered by retention of title of property, in particular any steps of debt enforcement as well as of any damage, loss or destruction the goods may have been subjected to. Purchaser shall notify Seller without delay of any new owner of the goods as well as any change of address. Purchaser shall reimburse to Seller any damage and expense arising from any violation of these obligations and from steps of intervention against third party attachments.

8.2 Seller’s enforcement of the title of retention of property is generally not deemed to be a
withdrawal from the contract. In particular it also does not result in forfeiture of the right to receive the payment as agreed.

8.3 Purchaser has the right to sell the goods in the normal course of business against prompt
payment in cash or by imposing the title of retention of property including all ancillary rights. Purchaser also retains the right to collect the amounts receivable as long Purchaser is not in default with performance of any obligations under the contract. Purchaser shall forward to Seller without delay any amounts collected and keep them, pending such forwarding, carefully separate and free of charge and on Seller’s behalf.

8.4 Purchaser already now assigns to Seller all amounts receivable from third parties regarding goods covered by title of retention of property and resold and Purchaser undertakes to mark its books and invoices accordingly, to inform its debtors of this assignment and to give to Seller upon Seller’s request information on the resale of any goods covered by the title of retention of property including the name of Purchaser’s debtors.

8.5 Seller has the right to revoke the authorization for resale of goods covered by the title of
retention of property in case of any default in Purchaser’s contractual obligations, to request handing over of the goods and to liquidate them pursuant to item 3 in order to set off the proceeds against Seller’s amounts receivable and unpaid. Irrespective of the above, Seller has the right to withdraw from the contract with immediate effect without granting any period of grace.

8.6 Purchaser is not allowed to pledge or transfer by way of security any goods covered by the title of retention of property. Purchaser shall notify Seller without delay of any attachment or deterioration affecting the goods or the amounts receivable as assigned, insure the goods at Purchaser’s expense against the usual risks and assign the insurance policies in favour of Seller. Purchaser is liable for accidental loss of the goods also in case of dissolution of the contract.

9. Error

Purchaser’s avoidance of the contract for error is excluded, except in cases of fraudulent intent.

10. Cost Estimates

Issue of a cost estimate as requested is only possible after careful inspection of the product and its condition, in which case it may be necessary to disassemble it. Any estimate prepared will be based on appraisals carried out as accurate as possible of the working time and spare parts required according to experience and of the cost of such material and labour applicable at the time of preparation of the estimate. Final settlement however shall be based on the actual input of labour and raw material at the rates applicable. Any cost estimate is given without any commitment. If, after inspection of the product on the part of Seller, Purchaser wishes it to be returned without repair, the cost incurred by Seller, in particular also the cost of preparing the estimate, is payable by Purchaser upon return of the product.

11. Applicable law, Place of Performance and Place of Jurisdiction

11.1 This contract is subject to the law of the Republic of Austria.

11.2 Uncitral [United Nations Commission on International Trade Law] purchase law (Federal Law Gazette 1988/96) as amended shall not apply to this contract.

11.3 Venue for any performance pursuant to this contract (the object of delivery) shall be the
registered address of Seller.

11.4 The respective court of 1010 Vienna (Innere Stadt) with jurisdiction in the matter shall be the venue for any disputes resulting from and in connection with the subject contract