General Terms and Conditions of Business
of the Oesterreichische Banknoten- und Sicherheitsdruck GmbH
- hereinafter referred to as ‘OeBS’ –

1. Scope

The General Terms and Conditions of the OeBS govern all business relations between OeBS and its business partners (hereinafter referred to as ‘Customer(s)’), both with regard to the delivery of installations, machinery and other products and to services provided by OeBS and as such, are an integral part of all contracts concluded with customers. As regards which general terms and conditions of business apply, those of the customer are inoperative and only these General Terms and Conditions of Business shall apply. This is the case even if OeBS does not explicitly reject the customer’s General Terms and Conditions of Business. The Customer herewith recognizes the applicability of the General Terms and Conditions of OeBS for all contracts concluded with OeBS henceforth.

2. Offer, contract

2.1. All offers, prices and other undertakings made by OeBS are without engagement unless expressly stipulated otherwise.

2.2. Offers only become binding for OeBS after they have been confirmed in writing by the Customer. Collateral agreements and changes must also be made in writing.

3. Trial use of products

3.1. If OeBS and the Customer agree upon a specific period during which a product – regardless of whether it is acquired later on by the Customer – may be used by the Customer – hereinafter referred to as ‘trial use– the following provisions of Point 3 shall apply as long as no individual deviating provisions have been agreed upon by the parties.

3.2. OeBS shall hand over and the Customer shall accept a product to be used on a trial basis at the Customer’s usual production plant for an agreed length of time. The Customer undertakes to take out adequate insurance for the product, to maintain the product and to show the policy to OeBS if requested to do so.

3.3. Unless otherwise agreed, the use of a product supplied to the Customer on a trial basis takes place at the expense and risk of OeBS.

3.4. The product shall be assembled, installed and commissioned by OeBS or by third parties acting on behalf of OeBS. All the costs of assembling, installing and commissioning the product shall be borne by the Customer.

3.5. If so requested by the Customer, the Customer’s employees will receive training from OeBS as to how to operate the product in order to enable the Customer to use the product for normal production purposes. These training costs shall be borne by the Customer.

3.6. OeBS shall supply the Customer with a product in proper working order. Any defects that arise will only be put right by OeBS if and as long as the costs of such repairs are reasonable from OeBS’s point of view. The decision regarding the reasonableness of repairing a defect lies solely with OeBS. If defects arise that can only be repaired at great expense by OeBS, OeBS shall notify the Customer of this. The trial use period shall then be considered to have ended from the date such a notification is submitted. In this case, the product shall be returned to OeBS within 14 (fourteen) days at the expense and risk of OeBS. Thereafter, the Customer is not entitled to assert any right to have another product –free of defects - delivered unless OeBS and the Customer have agreed otherwise. If a defect arises, under no circumstances is the Customer entitled to have said defect repaired by a third party.

3.7. The Customer has unlimited liability for all damage to the product that it has received, including defects caused by instances of force majeure. OeBS is only liable for damage caused during the period the product is held by the Customer under the terms of Point 12.1. of these General Terms and Conditions of Business. Any further liability is excluded.

3.8. During the trial use period, the product remains the exclusive property of OeBS.

3.9. The confidentiality provisions set out in Point 13. of the General Terms and Conditions of Business must be observed and applied to the trial use period.

3.10. As long as OeBS and the Customer do not agree otherwise, a user fee in accordance with the product and the duration of the trial period shall be taken as agreed.

3.11. The Customer shall allow OeBS employees access to the product at all times.

3.12. At the end of the trial use period, the Customer shall decide whether it intends to conclude a purchase contract for the product with OeBS. If no purchase contract is concluded, the Customer shall immediately prepare the product for collection by OeBS. OeBS shall retake possession of the product as soon as possible – at the expense and risk of the Customer.

4. Delivery and service; deadlines, risk transfer

4.1. If no date has been agreed upon for delivering the products and/or providing the services, an appropriate delivery or performance period shall be taken as agreed. As soon as a binding date for collecting a product or receiving a service has been agreed upon, this deadline must be scrupulously observed by the Customer. The product is considered as having been accepted if the Customer uses the product or at least parts of the product for at least a limited period for production purposes. If the Customer fails to comply with its obligation to accept the product after being served a formal notice and after a suitable period has been set for complying with this obligation, OeBS is entitled to demand payment of the purchase price. OeBS is entitled to demand a commensurate amount to cover storage costs. In this case, the product is stored at the Customer’s risk.

4.2. The product is delivered ex works /EXW Incoterms 2000, OeBS, 1096 Vienna, Garnisongasse 15. Therefore, the risk of damage to or loss of the product is transferred to the Customer as soon as the Customer is informed that the product is ready for collection. If OeBS uses the transport means provided by the Customer but without applying the terms of the ‘ex works’ clause, the Customer undertakes to indemnify OeBS for any ensuing damage and to hold OeBS free and harmless from any claims asserted by third parties. OeBS is responsible for packaging the product; the packaging costs are borne by the Customer.

4.3. In principle, the product is delivered as a single delivery. Partial deliveries are possible if they have been agreed upon in the contract.

4.4. If it proves impossible to deliver or take possession of the product or to provide the service on the agreed delivery date and this is due to reasons lying within the Customer’s field of responsibility – irrespective of where the blame lies – OeBS will invoice the Customer for any ensuing costs.

5. Force majeure

5.1. If the product cannot be delivered or the service cannot be rendered for reasons of force majeure as defined in Point 5.2., OeBS will be freed from its delivery or performance duty.

5.2. In particular, force majeure is defined as war operations carried out by civil or military authorities, legal restrictions, embargos, failure to obtain export permits, mobilizations, insurrection, terrorist attacks, lawful strikes and lockouts, epidemics, fire, explosion as well as unavoidable general shortages of raw materials and energy, if such shortages last more than 30 (thirty) calendar days.

6. Prices for delivering the products

The prices valid at the time the contract is concluded shall apply (purchase price minus VAT) in EUROS for the unpackaged, uninsured product ex works. The Customer shall be liable for VAT and packaging costs in all cases; they are shown separately on the invoice.

7. Prices for rendering services

7.1. Unless the Customer and OeBS agree otherwise, the services shall be rendered at the prices valid at the time the contract is concluded or on an hourly rate basis in EUROS as set out in Appendix 1. The Customer is additionally liable to pay VAT; this is shown separately on the invoice.

7.2. Hourly/daily rate
In principle, the services rendered are calculated by OeBS according to hourly expenditure. The applicable hourly or daily rates shall be jointly stipulated by OeBS and the Customer in the offer or in the contract.

7.3. Fixed prices/lump sums
If fixed prices have been agreed upon (fixed prices for a particular service regardless of its duration) or a lump sum (a single price for all the services due to be rendered by OeBS), each extra instance of service provision requested by the Customer or any extension to the duration of service provision not attributable to OeBS shall be calculated as described in Point 7.1.

7.4. Rules governing the deployment of employees by OeBS on the Customer’s behalf.

7.4.1. Man-hours
The working time of the workers deployed by OeBS amounts to 40 (forty) hours per week, which means 8 (eight) hours per day, 5 (five) days (Monday to Friday) per week, with core working hours between 8.00 am and 4.00 pm. In the country where the service is provided, the Customer shall grant the employees the usual breaks. If a local public holiday falls on a weekday (Monday to Friday) and as a result, the workers deployed by OeBS are unable to provide the service in spite of the fact that they are prepared to do so, the hourly or daily rates that have been agreed upon shall apply.

7.4.2. Overtime
The Customer will be invoiced for overtime as follows:

• 125% of the agreed hourly rate for the first hour of overtime on weekdays (Monday to Friday);
• 150% of the agreed hourly rate for each hour of overtime thereafter on weekdays (Monday to Friday), as long as they are not night hours;
• 200% of the agreed hourly rate for night hours (between 8.00 pm and 8.00 am);
• 200% of the agreed hourly rate for providing services on Saturdays and other public holidays.


7.4.3. Travel and accommodation costs of employees. In addition to the prices mentioned in Points 7.1. to 7.3., the Customer shall bear the following costs associated with the deployment of workers:

• Travel costs
- Aeroplane: Business Class return ticket;
- Railway: 1st class return ticket;
• Hotel costs (suitable accommodation)
• Daily catering costs on working days, travel days and weekends as well as public holidays: see Appendix 1 (daily allowances)
• Other expenses such as visa fees, inoculations, costs of sick leave certificates, taxi costs, public transport or private vehicle transport costs, excess luggage, telephone costs for official purposes, cleaning costs for clothing, transportation costs of assembly equipment.

7.4.4. Waiting time
Any time that OeBS employees have to wait (waiting time) through no fault of their own will be charged to the Customer.

7.4.5. Travel time
Travel time up to a maximum of 18 (eighteen) hours per day is charged at the agreed hourly rates with the corresponding surcharges as set out in Point 7.4.2.

7.4.6. Safety requirements
If the safety of the workers deployed by OeBS has not been guaranteed, the Customer is obliged to take all necessary measures to ensure the safety and integrity of the workers deployed by OeBS. These measures must comply with European standards.

7.4.7. Support
The Customer undertakes to support the workers deployed by OeBS to the best of its abilities while carrying out their duties and in particular, to make available its own employees at no extra cost.
The Customer is obliged to ensure that the conditions of the place where the service is provided are safe and hygienic and to provide sanitary facilities that comply with European standards.

7.4.8. Insurance
The workers deployed by OeBS are insured against illness and accident. In case of illness or accident, the Customer undertakes to provide support to the workers that have been deployed to the best of its abilities when, for example, they have to be admitted to hospital or return to their homeland.
The Customer is obliged to cover all the costs of loss or damage to the equipment, tools or other objects with which the service is provided as long as said loss or damage does not fall within the area of responsibility of OeBS.

8. Payment conditions 150% of the agreed hourly rate for providing services on a Saturday; travel costs

8.1. If no other rule has been set, payment of the agreed sum for delivering the product or providing the service shall be made in net within 30 (thirty) days of the invoice date.

8.2. In case of delays in payment, interests calculated by applying a rate 8 (eight) percentage points above the prevailing base rate of the European Central Bank (ECB) will be charged.

8.3. In case of guarantee claims or other claims, the Customer is not entitled to withhold payment or set off payment against its own claims.

9. Retention of title

9.1. All products remain the absolute property of OeBS until the purchase price has been paid in full. The Customer is not entitled to pledge the product or to use it as collateral vis-à-vis third parties before the purchase price plus interests and ancillary fees have been paid in full.

9.2. The Customer is obliged to store the products separately from other goods and to mark them as the property of OeBS. If the Customer sells a product and until all claims have been satisfied, it shall assign all the rights, together with any ancillary rights such as the right to a separate settlement of the collateral security or the right of separation and recovery, resulting from the sale to OeBS. In such cases, OeBS is entitled to demand that the Customer informs the purchasers of this assignment of rights and provides OeBS with any information or documentation required for collecting sums.

9.3. In the case of export transactions and if in order to safeguard the right to retention described in Point 9.1. or the assignment of rights described in Point 9.2., certain measures have to be taken at the location where the product is kept after delivery, the Customer must inform OeBS of these measures and bear the costs of their implementation. If the right to retention and/or the other rights described in Points 9.1. and 9.2. cannot be exercised at the location where the product is kept after delivery, the buyer must do everything in its ability and at its own expense to establish lien rights on behalf of OeBS on the delivered product that are as similar as possible to the aforementioned rights.

9.4. If the Customer breaches the contract, in particular through delays in payment or by violating one of the duties set out in Point 9., OeBS is entitled to withdraw from the contract and to demand the return of the product.

10. Intellectual property

All intellectual property rights belong to OeBS and cannot be transferred to the Customer at any time. The conclusion of a contract with the Customer shall not give rise to new intellectual property rights for the Customer.

11. Guarantee

11.1. The guarantee period lasts 6 (six) months from the date delivery is taken of the product. If for any reason delivery is not taken of the product or no acceptance procedure has been stipulated, the guarantee will run from the date the product is handed over to the Customer.

11.2. Duty to submit notice of defects

11.2.1. Products
A product must be examined after it has been received and OeBS must be notified in writing within 24 hours of any defects – i.e. a defective product and/or a product that does not meet the agreed specifications. If a notice of defects is not provided in time, this will be taken as meaning that the product has been approved. A product for which a notice of defects has been submitted must be stored by the Customer at its own expense and risk.

11.2.2. Services
The service provided by the product must be checked by the Customer immediately after the acceptance procedure, the test run or other relevant procedure has been carried out and OeBS must be notified in writing of any defects within 14 (fourteen) days. If defects are not notified within this period, this shall be taken as approval of the service provided by the product.

11.3. The guarantee cover will become immediately void if the Customer makes changes to or carries our repair work on the product or authorizes third parties not explicitly authorized to do so without first obtaining the written permission of OeBS.

12. Liability for damage

12.1. OeBS is liable for damage caused through gross negligence and intent on its part. The existence of gross negligence or intent must be proven by the Customer. No liability exists for slight negligence nor does any obligation exist to provide compensation for any type of consequential damage or loss of earnings.

12.2. OeBS is not liable in any case for damage caused through improper use of the product by the Customer.

12.3. Any other claims for compensation and any right of recourse against OeBS must be exercised within 6 (six) months.

13. Confidentiality

All information and documents provided to the Customer when executing any contract concluded with OeBS must be kept confidential and may in no case – unless agreed otherwise – be made available to third parties. The Customer shall ensure that those employees who must have access to information or documents in order to carry out their professional duties are similarly bound by appropriate written confidentiality undertakings.

14. Withdrawal from the contract

14.1. The Customer is entitled to withdraw from the contract if a delay in delivery or in providing the service is attributable to gross negligence on the part of OeBS and the period of grace set by the Customer has expired. Withdrawal from the contract must be set out in writing and notified by registered post.

14.2. OeBS is entitled to withdraw from the contract whenever
a) delivering a product or providing a service is impossible for good cause;
b) doubts arise regarding the Customer’s solvency and the Customer, upon being required to do so by OeBS, fails to pay in advance or provide suitable security;
c) the status of the Customer’s ownership rights changes to the extent that as a result, the Customer becomes a direct competitor of OeBS.

14.3. If bankruptcy proceedings are initiated against one of the contracting parties, the other contracting party is entitled to withdraw from the contract without granting a period of grace.

14.4. Any rights deriving from the contract, whatever their nature, remain unaffected following a withdrawal from the contract. This is subject to the legal provisions governing claims to have the contracting parties’ pre-contract positions restored following a withdrawal.

15. Miscellaneous

15.1. If any provisions of a contract concluded between OeBS and the Customer contradict these General Terms and Conditions of Business, the provisions of the contract between OeBS and the Customer shall take preference.

15.2. All agreements, changes or modifications to contracts must be made in writing. This requirement can only be set aside in writing. If contracts are drafted in German or English and/or other languages, when it comes to interpreting individual provisions or whenever disputes arise, exclusive reference shall be made to the German version or, in the absence of a German version, to the English version. Therefore, the contract must be executed using either the German or the English version.

16. Applicable law, place of jurisdiction

16.1. The General Terms and Conditions of Sale and any contracts based thereon are subject to Austrian law to the exclusion of the referral provisions contained in Austrian private international law. The application of the UN Sales Convention to any contracts concluded between OeBS and the Customer is excluded.

16.2. If disputes or divergences of opinion arise regarding a contract concluded between OeBS and the Customer, both Parties shall strive to resolve these disagreements amicably. The attempts at conciliation shall be considered to have failed as soon as one of the contracting parties notifies the other contracting party of this failure in writing.

16.3. If attempts at conciliation fail,– with the proviso of Point 16.6. – all disputes shall be resolved under the conciliation and settlement rules of the International Arbitral Tribunal attached to the Austrian Chamber of Commerce in Vienna (Viennese Rules) whereby one or three arbitrators appointed under these rules will issue a final arbitration award.

16.4. The language of the arbitral proceedings is German. The arbitral proceedings are held in Vienna, Austria.

16.5. The arbitral proceedings are confidential. Any facts or legal information that are disclosed or come to light during the arbitral proceedings may only be used by the arbitral tribunal and accordingly, beyond these proceedings they continue to be subject to the provisions of Point 13. of these General Terms and Conditions of Business. Any publications regarding the progress, content and/or outcome of the proceedings – including those made by the contracting parties – may only be carried out under the terms of the legal provisions governing such publications.

16.6. If the Customer’s main headquarters are in Austria or if OeBS and the Customer explicitly exclude the jurisdiction of the arbitral tribunal, all disputes arising from the contract shall be resolved by the competent court of law with jurisdiction in Vienna.

Vienna, dated January 2009