General Terms & Conditions

1. General – Scope

a) Our terms and conditions of sale and delivery are exclusive. If written purchase or delivery contracts are concluded, these terms and conditions of sale and delivery shall apply additionally as a material part of such contracts. No terms and conditions of a customer's order conflicting with or at variance with our general terms and conditions of sale and delivery shall be binding upon us, unless expressly agreed to by us in writing. Our terms and conditions of sale and delivery shall prevail also if being aware of a customer's conflicting or varying conditions, we proceed to carry out a delivery to the customer without express reservation of our own terms and conditions.

b) Our terms and conditions of sale and delivery shall also apply to all future transactions with the customer.

2. Orders – Offer documentation

a) All orders received by us are deemed not to be an order to fulfil a contract but an offer to conclude a contract. To be legally effective, the acceptance of an order is subject to a written "confirmation of order". We reserve the right to reject offers without stating a reason.

b) We reserve all rights of ownership and copyrights in illustrations, drawings, calculations, and/or other documentation. This provision shall also apply to any such written documents that are marked "confidential". Prior to their release to third parties the customer must obtain our express written approval.

3. Prices – Terms of payment

a) Our prices are “Ex Works” and as per the current pricelist at the time of the order. We reserve the right to adjust our prices accordingly, if we should experience an increase in our original cost until the time of delivery as a result of, including without limitation, the conclusion of collective agreements or increases in prices of materials.

b) The legal value-added tax is not included in our prices but is indicated separately in the invoice in the statutory amount.

c) Cash discounts, sales return and/or other allowance are subject to a specific written agreement.

d) The purchase price is payable net (without deduction) within 14 days from the date of invoice. In case of the customer's delay in payment we shall be entitled to charge default interest at 8.5% above the statutory interest rate defined in § 1000 ABGB/Austrian Civil Code, unless we can show higher damages caused by such default. The relevant date for the determination of the due date of the payment shall be the date when the payment arrives on our business bank account.

e) The customer is entitled to set off claims against our invoices only if such claims have been determined by final judgement, are undisputed or have been recognised by us in writing.

f) All invoices will be issued from us directly to the customer. We shall not accept any third party payments made on behalf of the customer without prior written acceptance from us. In the event the customer wishes to execute any payments through a third party, the customer shall declare, no less than fourteen (14) days in advance, in writing, the reason for which a payment by a third party shall take place and the relationship between the customer and this third party. We reserve in any case the right not to accept such a third party payment and we shall have in any case the right within a certain period of time, as determined in our sole discretion, to investigate whether we will accept such third party payments or not.

4. Delivery Obligations

a) Our obligation to deliver is subject to clarification of all technical issues and due fulfilment of all obligations of the customer. Our stated delivery times are non-binding. A customer may terminate a contract for delay in delivery only after granting a reasonable grace period in writing. We are entitled to extend agreed delivery times by a reasonable period of time if operational disruptions of any kind whatsoever occur or our suppliers delay delivery.

b) The customer is obligated to notify us - without delay - in writing and at the latest prior to the delivery of the subject of purchase on any personal or material obstacles hindering the shipment or the use of the subject of purchase at the place of destination. The customer shall guarantee that the import or the use of the subject of purchase will be effected only in compliance with all legal provisions in force at the place of destination (including without limitation gaming laws, licensing regulations) and the requirements established by the relevant authorities. In the event of any misuse or unlawful use of the delivered goods we shall be entitled – even after receipt of payment of the full purchase price – to file injunctions, claim damages as well as to immediately terminate all other contracts concluded with the customer.

c) The customer expressly waives the right to claim damages for a delay in delivery.

5. Transport – Passing of risk

a) Delivery is "Ex Works". The risk in the goods to be delivered shall pass when the goods pass to the carrier for loading.

b) Shipping and all other transfer costs including without limitation customs duties, import turnover tax shall be borne exclusively by the customer, who shall also be responsible for applying for the required import licenses.

6. Warranty – Liability

a) The customer's warranty rights and other claims are subject to the customer's having duly fulfilled the inspection and notification obligations under §§ 377 UGB / Company Code. Notifications of defect must be in writing to be legally effective and it must be proved that they were dispatched by the customer no later than fourteen working days after taking delivery of the subject of purchase, else any claims shall be lost.

b) With regard to used subjects of purchase the customer agrees to waive any and all claims for warranty and other claims.

c) It is within our discretion whether we repair a defect (correction) at our facilities or deliver a replacement. All transport, delivery or labour costs incurred under a correction of a defect or the delivery of a replacement shall be for the customer's account. The costs of spare parts or material will be borne by us. Defects under warranty entitle the customer to terminate and rescind the contract only if the customer proves that there is a material defect on time of delivery, the correction of which is objectively impossible or if we have not corrected such defect despite a reasonable grace period that was granted in writing. Further, any claims shall be excluded if the customer uses the subject of purchase improperly, fails to actively co-operate in the determination of the defect or hinders us in the correction of the defect by such behaviour as for example denial of access to the subject of purchase.

d) We shall be liable for damages only if a damage was caused intentionally or by gross negligence. We do not assume any liability whatsoever, including through recourse, for damage or consequential damage that did not occur in the delivered good itself such as claims made by players or indirect damage and/or lost profit. In any instance, the amount of a justified claim for damages is limited to the amount of the purchase price of the goods to which the damage can be assigned.

e) The warranty period shall be 6 months calculated from the passing of risk. This period shall also be the limitation period for claims for damages.

7. Retention of ownership – Assignment of claims – Right of retention

a) We retain full ownership of the goods delivered until full payment of the purchase price including supplementary fees and any other claims we may have against the customer. Any resale of the subject of purchase before payment of all our claims shall be permissible only if our ownership right is safeguarded.

b) In the event that the customer resells the subject of purchase, the customer agrees to assign to us already at this time all claims against the buyer resulting from this resale.

c) In the event of a delay in payment we shall be entitled to take back the subject of purchase at the customer's cost and under regard of the interests of the costumer to freely dispose of it – setting off the proceeds from the disposition against the liabilities of the customer – as well as to withhold delivery of ordered goods until full payment of debts.

d) Assigning or pledging any claims the customer may have against us shall not be permitted and shall have no effect vis-à-vis us.

8. Intellectual property rights

a) The customer is obligated to safeguard our intellectual property rights or any intellectual property rights licenced to us, including without limitation copyrights, trademark, design or patent rights and, in the event of an infringement of such rights, to indemnify us for any damage incurred thereby. In the event of an infringement by third parties, the customer is obligated to notify us immediately in writing and, upon our request, to join us in the action as intervener at the customer's cost.

b) The customer is not permitted to make any intervention in the software supplied by us together with the subject of purchase or to make copies without our prior express written approval or to utilise or reproduce programs separately.

9. Arbitration – Applicable law

a) If the customer's registered office is located outside Austria, all disputes arising from a contract with us or those relating to the infringement, termination or nullity of contracts shall be finally settled under the Rules of Arbitration and Conciliation of the International Arbitral Centre of the Austrian Economic Chamber in Vienna (Vienna Rules) by three arbitrators appointed in accordance with these rules. The language to be used in arbitral proceedings shall be German.

b) If the customer's registered office is located within Austria, all disputes defined in paragraph a) above shall be finally settled by the Permanent Arbitral Centre of the Economic Chamber in Vienna according to its Rules of Arbitration as amended from time to time.

c) Our legal relationship with the customer is governed exclusively by Austrian law. The UN Convention on Sale of Goods shall not be applicable.

10. Effective date

These general terms and conditions of business have entered into effect as of 15 January 2008 and substitute our general terms and conditions of business that were in effect until that day.