1. General
These General Terms of Trade and Delivery are exclusively valid for all present and future transactions with Lipizzanerkugel Produktions- und Vertriebs GmbH (Lipizzanerkugel in the following), even if there is not explicitly refered to. They are integrated part of all transactions between Lipizzanerkugel and retailers. Declarations to the contrary from the side of the orderer are explicitly ineffective, even if they remain uncontradicted. All informations and data in the product descriptions, marketing brochures etc., any changes, modifications, errors reserved. All offers by Lipizzanerkugel are without engagement as far as not characterized as binding.  

2. Offers
If not agreed otherwise, an offer by Lipizzanerkugel is invalid if not accepted by the client within 1 month. Orders must correspond to the quantities quoted in the offer. If the ordered quantities diverge from the offered ones, prices get correspondingly adapted.  

3. Orders
Orders must effect by exact designation of the recorded firm´s wording and the billing address. Lipizzanerkugel is only obliged to deliver to clients, if the order is confirmed by Lipizzanerkugel in writing or electronically including all elements of the order. An order-confirmation by Lipizzanerkugel has to be transmitted to the client within at least 2 weeks beginning from the date of order-reception.
Orders are valid not before transmission of the order-confirmation or performance by Lipizzanerkugel. The prices- and product indications of the order-confirmation are valid. Any complaints on prices or the carrying-out as indicated in the order-confirmation have to effect in writing within 3 days after reception of the order-confirmation. Afterwards the details indicated in the order-confirmation are explicitly conceded. Any supplementation, changes or collateral agreements verbal or in writing need a confirmation in writing by Lipizzanerkugel.  

4. Prices
The eacht time current wholesale-pricelist in Euro excl. V.A.T., shipping-costs and shipping assurence-costs is valid, as given to the orderer on demand. Pricelist with reservation of changes, errors or mistakes in printing. Taxes and duties are on charge of the orderer. All offers are without engagement and not binding. Weights of chocolate-pralines are depending on production. Deviations in weight reserved. The net weight each time indicated on the retail sales unit is valid. Extra charges or minor prices resulting on subsequent changes or additional orderer´s requests are accounted separately.  

5. Payment
After receipt of the order-confirmation the orderer effects cash in advance to Lipizzanerkugel in the amount of the order´s total sum or transmits an irrevocable L/C or a bank guarantee in the amount of ther order´s total sum. Any changes in payment conditions need the explicit agreement in writing by Lipizzanerkugel. Representatives are not authorized for collection.  

6. Shipment
After full in-payment of the order´s total sum on the account of Lipizzanerkugel or after confirmation of the irrecocable L/C or confirmation of the bank guarantee, the ordererd products are delivered by way and in time as indicated in the order-confirmation. Indicated delivery-dates are no fixed dates. At orders comprising a number of positions, part-deliveries are admissible. If the products are not taken-over, storage-fee in the amount of 3% per month of the product´s value is charged.
Lipizzanerkugel meets an agreed date, if the consignment is brought to delivery within the agreed delivery time or if the consignment is collected by the orderer or a third party on his order. Acceptance of the ordered products by the client asserts as approval of the delivery date. Any removal into delay is suspensed as far as the delay in delivery is due to circumstances Lipizzanerkugel is not respinsible for, as particularly force majeure, mobilization, war, warlike incidents or other worriments, delays in transport, strike or any interruption of transport. For the duration of such or the like events Lipizzanerkugel is dispensed from the duty of performance in time.
Generally the shipment effects ex works Vienna by the transport company indicated by the orderer or, in case that the corderer has not indicated a prefered transport company, by a qualified transport company at the risk of the orderer. Any delivery immediately has to be examined for quality and completeness. For possible insurance claims, any reclamations on transport damages have to be stated by the orderer to the transport company immediately after receipt of the consignment and within 3 days after delivery proofed to Lipizzanerkugel by registered communication in writing. After expiration of time-limit the delivered products are agreed. For proofing of evidence, especially at air-freight-, railway-freight- or forwarding-transports, any defects have to be certified at the consignment-note before taking over the consignment. The orderer bears the danger of official restrictions or such by administrative law concerning the admissibility of importing the ordered products and of offering them for sale. The orderer is obliged to obtain foreign exchange permissions or any other administrative permissions at his costs.  

7. Warranty
All products are examined before shipment. Complaints on the delivery have to be made by registered communication in writing within a time-limit of 8 days after receipt of the products. Not visible defects have to be made within the guarantee time-limit of 1 month but immediately after discovery of the defect.
Redelivery of objected products need the explicit agreement of Lipizzanerkugel in advance and effects on costs and on danger of the orderer. The original certificate of genuineness and a copy of the original consignment-note must be attached. At founded complaint within time-limit Lipizzanerkugel partly or in whole exchanges the objected product into another similar or one of the same kind without damages. Lipizzanerkugel only exchanges products it has deliverd.
For maintenance of incurance-claim, the consignee has to inform the transport-company about transport- and visible defects immediately after receipt and Lipizzanerkugel within 3 days after receipt.
At complaints of damages being visible or which had to be visible at the time of delivery, Lipizzanerkugel can only accept redelivery of objected complete products with unbroken packing and seal within 8 days after delivery. Lipizzanerkugel does not guarantee for defects resulting on atypical use and damages resulting on mechanical impacts. If repair has been made by foreign party, Lipizzanerkugel cannot overtake any warranty.
Lipizzanerkugel does not guarantee for defects resulting on the execution of explicit instructions of the orderer. Material-qualities can only be garanteed corresponding to the guarantees of the pre-suppliers. The instructions concerning durability and storage have to be exactly observed. If the products are not treated corresponding to food prescriptions or irregularly stored after receipt, or if damages resulting on external influences have effected, Lipizzanerkugel cannot overtake any warranty. Further claims against Lipizzanerkugel are excluded. The warranty of Lipizzanerkugel is limited to the amount invoiced. Lipizzanerkugel is not liable for compensation out of subsequent damages.
The orderer´s guarantee-claim ends at least with retail of the products and is only transferable, if the orderer is retailer authorized by Lipizzanerkugel. Lipizzanerkugel is not liable for damages resulting on the execution of explizit instructions of the orderer. Further claims against Lipizzanerkugel are excluded.

8. Liability
Lipizzanerkugel is responsible for damages as far as intention or gross negligence is proofed. Further liability is out of question. In case of subsequent damages Lipizzanerkugel is only responsible in cases of intention or gross negligence. Liability for material damages according to product-liability-law are out of question for all enterprises participating in production and distribution of the ordered products, as far as no consumer comes to harm.  

9. Retail
Original Lipizzanerkugeln are internationally protected branded products. They only may reach consumers in the official packings of Lipizzanerkugel. Any way of changes of the packings, changes of descriptions or changes of the label etc. are explicitly not permitted. Generally, in retail the marketing-wordings and information materials of Lipizzanerkugel have to be exclusively applied. Any change of these materials and translations need the submission to Lipizzanerkugel and the explicit approval in writing in advance   10. Final Terms
Any agreements are subject to the law of the Republic of Austria. The employment of the United Nations agreements about international product purchase (UN CISG) is excluded. For any law-suits and all claims resulting on the business relationship with full traders the exclusive jurisdiction of the competent court in Vienna is agreed. Should part of these General Terms of Trade and Delivery be invalid in whole ore partially, the effectiveness of the other part is not concerned. An invalid provision shall be replaced by another valid one coming closest to the commercial object of the invalid provision. Any agreements diverging from these terms are valid only if effecting in writing and being firm-officially signed by Lipizzanerkugel.  

Valid from: 01/01/2004