General Terms and Conditions of business

1. scope of application

The present General Terms and Conditions of Business (hereinafter referred to as "GTC") shall apply to all present and future business relations between RINAMA GMBH (hereinafter referred to as "RINAMA") and the customer (hereinafter also referred to as "Customer"), even if no express reference to these GTC is made in individual cases in the future. By placing an order with RINAMA, the Customer accepts these GTC and these GTC become an integral part of the respective agreement. The version valid at the time of the conclusion of the contract shall apply. The deliveries and services of RINAMA shall be provided exclusively on the basis of these GTC. RINAMA herewith expressly objects to any General Terms and Conditions of Business, Purchasing Conditions, etc. of the customer and such conditions shall not be valid even if known. A future objection on the part of RINAMA against such conditions shall not be necessary. Deviations from the provisions of these General Terms and Conditions shall only apply if they have been expressly agreed in writing between RINAMA and the customer in each individual case. In order to be legally effective, written agreements in this regard shall require the express written confirmation of the management of RINAMA.

2. offer/conclusion of contract

2.1 The offers of RINAMA are subject to change and non-binding, unless they are expressly designated as binding.
The placing of an order is not bound to a minimum order value.
2.2 By placing an order, the customer declares his binding offer of a contract. The client is bound to this contract offer for 30 days. The contractual relationship between RINAMA and the customer shall only come into effect as soon as RINAMA has confirmed the order placed by the customer in writing (by e-mail, fax, online or postal letter) (order confirmation) or has actually fulfilled it. Only the information in the order confirmation shall be decisive for the content of the contract.
2.3 RINAMA shall be entitled to refuse to accept orders at any time without stating reasons.

3. delivery

3.1 Deliveries are made carriage forward ex warehouse at the expense and risk of the customer plus packaging and insurance at cost price.
3.2 RINAMA shall be free to choose the dispatch of goods and the means of transport. Delivery costs may vary depending on the country of delivery.
3.3 For the countries Germany, Austria, France, Italy, Hungary, Slovenia, Belgium, Netherlands, Luxembourg, Denmark, Poland, Switzerland, Slovakia, Czech Republic, Bulgaria, Croatia, Romania, Serbia, the following delivery costs apply: Up to an order value of 800 EUR net, the freight costs amount to 5% of the order value, but at least 12 EUR. From an order value of 800 EUR net, delivery is free of charge.
3.4 It is expressly pointed out that regardless of the country of delivery, any costs of customs clearance and any customs duties or taxes that may be incurred shall be borne by the Customer.
3.5 The customer undertakes to accept partial deliveries, in particular for reasons for which RINAMA is not responsible, such as failure to deliver to RINAMA goods and/or advance services necessary for the fulfilment of the order. The customer acknowledges that RINAMA shall be released from the obligation to fulfil the order in full by partial fulfilment of the order for the above-mentioned reasons. RINAMA shall be entitled to make partial deliveries and deliveries before the agreed delivery time.

3.6 The delivery time indicated by RINAMA shall not be binding.
3.7 RINAMA shall not be liable for extensions of the delivery time due to obstacles for which it or one of its (sub)suppliers is not responsible, until such obstacle is removed and an appropriate start-up time has been granted.
3.8 RINAMA shall notify the customer immediately of any delays in delivery due to such hindrances. If such an obstacle makes delivery impossible or unreasonable, RINAMA shall be released from its delivery obligation. If the delivery time is extended due to such an obstacle or if RINAMA is released from its delivery obligation, the customer shall not be entitled to claim damages.
3.9 In the case of own packaging and special filling, excess or short deliveries of up to 15 % may occur. They shall be accepted by the customer accordingly. Excess deliveries increase the price, short deliveries do not result in a price reduction.

4. prices/payment conditions

4.1 All price quotations are subject to change without notice and are - unless otherwise stated - in Euro and exclusive of the statutory value added tax applicable at the time. Any fees and charges are to be paid by the client.
4.2 Services of RINAMA - such as data input, wage filling, graphic designer costs, etc. - shall be charged separately according to a written agreement.
4.3 The invoices of RINAMA shall be due for payment within 30 days from the date of invoice - unless otherwise agreed in writing - free of charges and deductions. Bank transfers shall only be considered as payment upon receipt of the amount in the account of RINAMA. RINAMA reserves the right to assign trade receivables in whole or in part (factoring). RINAMA shall be informed about the assignment upon presentation of the invoice. Bills of exchange or cheques shall only be accepted after written agreement.
4.4 The Customer agrees to receive invoices electronically by e-mail. The electronic invoice will be sent to an e-mail address provided by the client after the order has been completed. The value added tax will be shown separately.
4.5 Partial deliveries are always permitted. In case of partial deliveries, individual invoices will be issued according to the partial deliveries.
4.6 The client has the possibility to receive a paper invoice on request at office@rinama.at.
4.7 RINAMA expressly reserves the right to make deliveries dependent on advance payment of the goods by the Customer or on appropriate securities.

5. retention of title

The delivered goods shall remain the property of RINAMA until full payment of the purchase price and all other claims of RINAMA against the customer. In case of a current account, the retained title shall serve as security for our possible existing balance claims. In the event of third parties having access to the reserved goods, the customer shall inform the third party of the ownership of RINAMA and notify RINAMA immediately. In the event of non-acceptance or late payment of ordered and prepaid goods, RINAMA shall be entitled, after a grace period of 14 days has expired, to utilise or store the goods in any manner whatsoever. In any case, the down payment shall be forfeited without compensation, without RINAMA having to prove or quantify any damage resulting from such utilization or storage. The enforcement of any claims arising from the underlying transaction by RINAMA shall remain unaffected. It is not necessary to withdraw from the contract in order to assert the rights arising from the retention of title.

6. warranty

6.1 The Customer shall be obliged to immediately inspect the received goods for defects and to notify any defects within a period of 5 days from receipt of the goods in writing by registered letter to RINAMA at the following address
RINAMA GmbH, Am Regengeissl 1 Tür 4, A-4982 Obernberg am Inn.
6.2 The same applies to hidden defects from the time of discovery of the defect. The timely dispatch of the notification of defects, which shall be evidenced by return receipt, shall be sufficient to comply with the notification period. If the aforementioned period expires without result, the legal transaction shall be deemed to have been approved and any claims of the customer arising from a defective delivery shall be forfeited. If the customer does not send his complaint to RINAMA and the address given above, it shall be deemed not to have been received. If the customer further processes the goods delivered by Rinama after the discovery of a defect, he shall submit to RINAMA all claims regarding the defectiveness of the delivered goods/services.
6.3 RINAMA shall be free to choose the manner in which the defect is remedied and shall in particular be entitled to make a replacement delivery. The Customer shall grant RINAMA reasonable time and opportunity to remedy the defect. Subsidiary to the aforementioned provisions, the general warranty provisions shall apply.
6.4 The customer shall notify RINAMA in writing of any complaints arising from transport damage immediately after receipt of the goods to the transport company and to RINAMA, at the latest, however, within 3 days of receipt of the goods. In case of transport damage (breakage, wetness, damaged packaging, etc.), the customer shall be obliged to notify the carrier/parcel service provider before taking over the goods and to obtain a written confirmation from the carrier/parcel service provider about the possible transport damage. If the delivery/goods are accepted without objections, RINAMA shall not be liable for any damage demonstrably caused by the transport. In this context, costs resulting from measures for the storage of delivered goods shall be borne by the customer.
6.5 Minor deviations in the dimensions, colour and design of the items shall not entitle the customer to make a complaint.
6.6 The existence of defects must be proven by the client. Sections 924 and 933b of the Austrian Civil Code (ABGB) are mutually agreed upon and therefore do not apply. Any claims of the Customer in connection with a defect shall be asserted against RINAMA in court within six months after delivery, otherwise they shall expire.

7. liability

7.1 The liability of RINAMA shall be limited to cases of intent and gross negligence, unless mandatory law provides otherwise. The liability of RINAMA for slight negligence is excluded. Any liability of RINAMA for indirect or consequential damages, consequential damages, financial losses, loss of profit, savings not achieved, loss of interest and for damages arising from third-party claims shall be excluded in any case. The existence of gross negligence shall be proved by the customer.
7.2 Recourse claims against Rinama, which are based on liability under the Product Liability Act, are excluded in any case.
7.3 The aforementioned exclusions or limitations of liability shall also apply to representatives, agents, employees, staff and/or vicarious agents of RINAMA.
7.4 The Customer shall assert any claims for damages in court against RINAMA, its representatives, agents, representatives, employees, staff and/or vicarious agents, otherwise forfeited, within six months from knowledge of the damage and the party causing the damage, but in any case within 12 months (absolute limitation period).

8. industrial property rights/copyrights

8.1 All graphics and other works in the sense of copyright law originating from RINAMA, in particular print motifs designed by Rinama as well as graphic and physical designs, are the property of RINAMA. This shall expressly also apply to the graphic and physical designs sold under the trademark "Jameson & Tailor". Any use by the customer or a third party requires the prior written consent of RINAMA. RINAMA shall not be liable for collisions with the rights of third parties, in particular copyrights, or industrial property rights, if documents are provided by the Customer or if design specifications have to be observed. RINAMA shall not be obliged to make any enquiries in this respect; it shall be the responsibility of the customer to carry out an examination. The customer shall indemnify and hold RINAMA harmless in this respect.
8.2 In the event that claims are asserted against RINAMA by third parties due to the use, exploitation or reproduction of the documents provided by the customer or the customer's specifications due to the violation of third party rights, in particular copyrights, industrial property rights or due to the violation of the law against unfair competition, the customer shall support RINAMA in defending itself against such violation of rights and shall compensate RINAMA for all damages, including legal fees and costs incurred by RINAMA.
8.3 Designs, final artwork and printing plates produced by RINAMA shall remain the property of RINAMA.

9. miscellaneous

9.1 The contractual relationship between RINAMA and the Customer shall be governed by Austrian law, excluding its rules of reference (e.g. IPRG, Rome I VO etc) and the UN Convention on Contracts for the International Sale of Goods.
9.2 Changes and amendments of the respective individual contract including these General Terms and Conditions as well as the abandonment of the written form requirement require the written form to be valid.
9.3 If individual provisions of the contract between RINAMA and the Customer including these GTC are or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a legally permissible provision which comes closest to the economic purpose of the invalid provision. The same shall apply accordingly if a gap requiring supplementation should arise in the execution of the contract including these General Terms and Conditions.
9.4 The headings to the individual points of these GTC serve only for clarity and are not to be taken into account in
the interpretation of the GTC.
9.5 RINAMA shall be entitled to transfer rights and obligations arising from the contractual relationship in whole or
in part to third parties at any time without the Customer's consent, with debt-discharging effect. Any transfer of
rights and obligations arising from the contractual relationship by the Customer to third parties shall only be permitted with the express written consent of RINAMA.
9.6 The offsetting of counterclaims of the customer, of whatever kind, against claims of RINAMA shall be excluded.
9.7 The place of performance for all obligations arising from the contractual relationship between RINAMA and the customer shall be the registered office of RINAMA.
9.8 The exclusive place of jurisdiction for all legal disputes arising from or in connection with the contractual relationship between RINAMA and the customer shall be the Austrian court with local and substantive jurisdiction over the registered office of RINAMA. Notwithstanding the above, RINAMA shall be entitled to bring an action against the Customer at its own discretion at any other admissible place of jurisdiction (e.g. at the court having local and substantive jurisdiction for the domicile or residence of the Customer).
9.9 Printing and typesetting errors reserved. The current/valid version of the General Terms and Conditions is available at any time on our homepage www.rinama.at.

IMPRINT / PROVIDER IDENTIFICATION / CONTRACT PARTNER
RINAMA Ltd.
Am Regengeissl 1 Door 4
A-4982 Obernberg am Inn

Phone: +43 / (0)7758 / 2424
Email: office@rinama.at
Web.: www.rinama.at
Authorized representative managing director Richard Scherbaum
Seat: Obernberg am Inn
Company registration number: FN 44 6417x
Commercial register court: Ried im Innkreis
UID: ATU 70176935
Member of the Upper Austrian Federal Economic Chamber