AGBs

GENERAL TERMS OF SERVICE AND GENERAL TERMS AND CONDITIONS
of Elke Altenberger Interior Design & Consulting (hereinafter referred to as EAID&C)

GENERAL PERFORMANCE FRAMEWORK OF EAID&C:

EAID&C acts in accordance with the commercial contents and provisions of the General Commercial Trade License and Geomantic Consulting as well as in particular the preparation of furnishing proposals and interior design according to purely visual and tasteful aspects, excluding building services equipment and excluding consulting activities reserved for engineering offices or the relevant regulated production trades.

Specifically, EAID&C's activities include the creation of artistic and individual furnishing concepts, furnishing projects, advice on creative furnishing and furnishing styles with drawings, plans, ideas and material concepts, designs and 2- and 3-dimensional representations of furnishing models and creative compositions. EAID&C can refer and recommend interior design and interior design orders from its customers and clients to specialized commercial companies. EAID&C's customers pass on the relevant orders directly to the specialist companies and are supplied in accordance with their general terms and conditions. Orders to trades and this type of specialized companies, which are discussed, dealt with and evaluated in the course of the project and contract work between the client and EAID&C, are not commissioned by EAID&C itself but by its customers, but are certainly commissioned by EAID&C on the basis of qualitative recommendations and experience. EAID&C assumes no responsibility for the quality and performance of the trades used. These are to be clarified between the customers - as clients - and the trades - as contractors - themselves.

From this point of view, Interior Design is to be understood as a company providing advice on tasteful and creative interior design. EAID&C is also authorized to trade in all kinds of objects, products, furniture, textiles, wallpaper, carpets - in short, all direct and indirect furnishings. This means that EAID&C purchases goods from its suppliers at purchase conditions and sells them to its customers and clients at non-binding recommended retail prices. In these contexts and business processes, clients commission EAID&C directly, which alone coordinates and handles the business process of advance payment, invoicing, ordering and delivery.

GENERAL TERMS AND CONDITIONS OF EAID&C:

The following General Terms and Conditions (GTC) of Elke Altenberger Interior Design & Consulting, referred to as "EAID&C" for short, apply to all orders placed with her. These GTC shall be deemed to have been agreed if they are not immediately contradicted. This also expressly applies to orders and business activities of EAID&C that are carried out in English business correspondence in offers, order confirmations and fee invoicing and the corresponding GTC notes there.

1) Validity of the General Terms and Conditions and deviations

a) The following General Terms and Conditions apply to all current and future contracts between the client and EAID&C

b) All offers, concepts, creative proposals, order confirmations and any other written correspondence from EAID&C to its customers and clients may contain floor plan-related and other measurements. All dimensions given are based on the respective, temporary and given condition of the room, the floor plan, the object and its visible and invisible connections at the client's premises, which may be different and change after acceptance of the natural dimensions by the trades commissioned by the client due to their connections and order-related special features. Therefore, all measurements provided by EAID&C are subject to change and will be adjusted by the trades themselves in natural measurements and confirmed by them in verbal or, if necessary, written agreement with the client.

c) Deviations from all terms and conditions of EAID&C, in particular the terms and conditions of the client, shall only apply if they are expressly recognized and confirmed by EAID&C in writing.

d) Insofar as the contracts are concluded with consumers within the meaning of the Austrian Consumer Protection Act (KSchG), the mandatory provisions of this Act shall take precedence over the following General Terms and Conditions. [1]

e) The customer's general terms and conditions of business and purchase shall not become part of the contract even if EAID&C does not object to them in individual cases.

2) Offers, collateral agreements

a) Unless otherwise stated, EAID&C's offers are non-binding with regard to all data provided, including the fee.

b) If an order confirmation from EAID&C contains changes to the order, these shall be deemed to have been approved by the client unless the client objects immediately.

c) Agreements must always be made in writing.

3) Order placement and cooperation

a) The nature and scope of the agreed service are set out in EAID&C's order confirmation to the client and these General Terms and Conditions. A contract between EAID&C and the client may also be concluded verbally or by telephone, although contracts are generally concluded in writing. Thus, an order placed verbally by the client with EAID&C can be accepted by EAID&C as binding.

b) Amendments and additions to the order must be confirmed in writing by EAID&C in order to become part of the present contractual relationship.

c) EAID&C undertakes to properly execute the order placed with it in accordance with the contents of the order agreed with the client, EAID&C's experience and the principles of economic efficiency.

d) EAID&C may also engage other appropriately authorized parties as sub-planners for the performance of the contract and place orders with them in the name of and for the account of EAID&C.

e) The cooperation between EAID&C and its clients is based on mutual trust. In the event of deviations from the agreed procedure, uncertainties or doubts about the correctness of the other party's procedure, the business partners shall consult each other immediately.

f) In the course of the cooperation project between EAID&C and its customers, they are mutually committed to the execution of the contractual relationship and to the performance of the work necessary for the provision of the services in terms of time and content. If the contracting parties are acutely unable to provide the services, they shall appoint a representative to provide the services.

g) If the client recognizes that its own information and requirements are incorrect, incomplete, ambiguous or impracticable or are subject to incompatible dependencies that expose the project, it must inform EAID&C of this and the consequences it recognizes without delay. And if, within the framework of the joint project between EAID&C and the client, the client brings in trades and suppliers without coordination with EAID&C, EAID&C shall never be held responsible for the consequences of errors, qualitative restrictions and general coordinates and execution weaknesses that deviate from the originally jointly agreed concept. Should EAID&C be requested to provide coordinating services in order to support the elimination of these errors with the respective trades, this can only be carried out after EAID&C has checked the facts and after EAID&C has submitted a separate offer on the matter.

h) If agreed between the contracting parties, a record of the joint work shall be kept in return for compensation for the time spent by EAID&C on this, in which progress and obstacles in the implementation of the project are discussed in good mutual consultation and decisions are derived from this by the client. This protocol is to be drawn up by EAID&C at the end of each quarter during the course of the project and handed over to the client. However, EAID&C is not obliged to prepare these minutes or to submit them to the client on its own initiative - especially if the ongoing correspondence and the handling of the project-relevant deadlines clearly show that the project has been completed. In addition, EAID&C keeps a time log that can be called up by the client at any time, which also documents the content of the respective time spent.

i) The customer shall support EAID&C for and within the scope of the fulfillment of the order. To this end, the customer shall provide EAID&C with the agreed information and the required data material and any plans and defined preliminary work for the provision of services. At the beginning of the project, a joint action guideline is discussed in which the jointly agreed responsibilities and expectations are coordinated. If the client does not inform EAID&C about the content of the actions and services relating to the joint project or if EAID&C's efforts to complete the order are undermined by the client, EAID&C must invoice the client for any corrective expenses incurred by EAID&C in order to complete the project properly and in accordance with the client's original wishes.

j) Deadlines jointly agreed between EAID&C and the client serve as a guideline for joint performance and action agreements. Failure to meet deadlines and performance agreements can lead to project postponements and additional costs for the client by EAID&C.

k) EAID&C may, at its own discretion, inform its customers and clients of sources of supply and trading partners from whom EAID&C's customers and clients can order directly and themselves after selecting their or a joint selection of services and products. In the case of orders of this kind, EAID&C accepts no responsibility or compensation for defects and failure in deliveries, services and quality. This is always the responsibility and risk of the client to these companies.

l) The customer grants EAID&C, on the basis of a mutual verbal agreement, the right and the possibility to take and publish photographs of the product and service results visible on the customer's premises for EAID&C's advertising purposes in its direct service and business matters. In principle, the photographs will be published without mentioning the name of the customer/client within the framework of the prevailing data protection criteria.

4) Warranty and compensation

a) The statutory warranty provisions shall apply to consumer transactions. Warranty claims can only be made following notification of defects, which must be made exclusively by registered letter immediately after delivery of the service or partial service. Should the customer / client / principal of EAID&C make a complaint about goods delivered by EAID&C and its suppliers, the processing of such complaints shall be handled in accordance with EAID&C's terms of payment, irrespective of the need for payment of the related product(s) and settlement of the related invoice(s) to EAID&C by the client. When ordering those products, EAID&C acts exclusively on behalf of its customers/clients.

b) Claims for rescission and price reduction are excluded. Claims for improvement or supplementation of the missing items on the basis of the contract or the basis of the agreement, such as the offer or order confirmation, must be fulfilled by EAID&C within a reasonable period, which should generally be one third of the period agreed for the performance of the service. A claim for damages caused by delay cannot be asserted within this period.

c) EAID&C shall provide its services in accordance with the aspects of the above-mentioned general scope of services with the care to be expected of it as a professional (§1299 ABGB).

d) The client of EAID&C may not assert any warranty claims or claims for damages against EAID&C's tasteful performance results, planning results and recommendations.

e) No warranty claims or claims for damages may be asserted either directly or indirectly against EAID&C in respect of services provided by third parties to the client in connection with EAID&C's consulting and planning work.

f) EAID&C assumes no liability and responsibility whatsoever for the use and utilization of furniture planned and designed by EAID&C by the client. If, for example, technical or electronic devices or other contents are stored or kept in operation in the furniture drawn and later manufactured by a contractor due to the use and utilization of which damage and destruction of any kind or performance restrictions occur, EAID&C shall never be held responsible, liable or held liable in any way for direct or indirect damage, destruction or performance restrictions, regardless of the advance information provided before or during the drawing, as EAID&C is solely responsible for the optical drawing for the subsequent custom production. The responsibility for the use in or on the furniture drawn by EAID&C or placed on or around it, which may cause damage, lies exclusively and without restriction with the client ofEAID&C. This is because EAID&C is never aware of the technical details and requirements of the equipment and contents contained in, placed on or surrounding the furniture. The use of the furniture itself is also the sole responsibility of the client or the client's contractual agreement with the manufacturer of this furniture, irrespective of the definition and information provided to EAID&C for the drawing of this furniture.

g) Since many of the furnishings that EAID&C procures and delivers for its customers/clients via suppliers in accordance with their orders are handmade and artistic products, deviations from samples are possible. Such deviations are not to be treated by the customer/client as a complaint and warranty claim if the function of the piece of furniture/furnishing item is fulfilled.

h) The customer/client of EAID&C must inspect the goods delivered or organized for delivery by EAID&C immediately upon receipt for completeness, correctness and other defects and must report any defects in writing immediately upon receipt of the goods or services. If goods are dispatched directly to third parties, the time limits for inspection and the obligation to give notice of defects shall commence upon receipt of the goods by the third party.

i) Claims for damages by the customer/client of EAID&C for whatever legal reason, in particular due to delay, impossibility of performance, positive breach of contract, culpa in contrahendo, consequential harm caused by a defect, defects or due to incorrect advice and information are excluded, unless they are based on intent or gross negligence on the part of EAID&C.

5) Withdrawal from the contract

a) Withdrawal from the contract is only permissible for good cause.

b) If EAID&C defaults on a service after the order or order confirmation has been issued, the client may only withdraw from the contract after setting a reasonable grace period; the grace period must be set by registered letter.

c) EAID&C is entitled to withdraw from the contract if the client defaults on a partial performance or an agreed cooperation activity that makes it impossible or significantly hinders the execution of the order by EAID&C. This also applies if the client delays, prevents or renders decisions futile through permanent, repeated requests for changes. This also applies if the client requests EAID&C to request quotations again and again - in the expectation of a price improvement or in the expectation of the introduction of product variants without making a purchase decision itself. After three requests for quotations without the client placing an order with a supplier, EAID&C would then be entitled to withdraw from the contract immediately.

d) If EAID&C is entitled to withdraw from the contract, it retains the right to the entire agreed fee, as well as in the event of unjustified withdrawal by the client. Furthermore, §1168 ABGB applies; in the event of justified withdrawal by the client, the client must pay EAID&C for the services provided.

6) Fee, remuneration, scope of services, changes to services, retention of title

a) Unless otherwise stated, all fees are quoted in euros both net excl. 20% VAT and gross incl. 20% VAT.

b) If value added tax (VAT) is not included in the fee amounts stated, this must be paid separately by the client.

c) Compensation with any counterclaims on the part of the client, for whatever reason, is not permitted.

d) Should the context of the cooperation (GTC point 3 e)-k)) result in additional work for EAID&C, in particular due to the client's failure to provide services and deadlines for the contractual provision of services by EAID&C, EAID&C is authorized to claim the correspondingly documented additional work from the client in the form of a supplementary fee in the form of a total extrapolation at the specified hourly fee rate. EAID&C must specify the relevant conditions for additional hourly work in its offers.

e) The client may notify EAID&C in writing of a change to the scope of services contractually agreed in the order, quotation and order confirmation. In this case, EAID&C will offset any original service items that have already been started and submitted and the new service request will be offered to the client again in writing. EAID&C then automatically withdraws by mutual agreement from the original remaining services to be provided. Point 5d) of these GTC shall then come into force.

f) After commissioning, the customer shall bear all expenses such as travel and accommodation costs, out-of-pocket expenses and claims for payment by EAID&C and third parties incurred in connection with the performance of the contract.

g) In the event that a creative service or a creative service step (e.g. interior design planning or creative concept) provided by EAID&C on behalf of the customer/client/client is not to the customer's/client's/client's taste or does not correspond to it, even though there was agreement between EAID&C and the customer/client/client on the relevant content of the task in the concept or offer, the service has nevertheless been provided, fulfilled and completed by EAID&C in accordance with the task and offer. This is within the scope of the hourly services offered by EAID&C for the provision of the technical details of this creative service step. It is EAID&C's own responsibility to develop one and only one alternative for the client free of charge. However, EAID&C is also entitled to submit a new offer to the customer/client for the repetition of this service if the hourly rate for this creative service step/for this creative service has been fulfilled according to the offer. The changes requested by the customer/client shall be documented in advance. The customer/client must then commission EAID&C again in writing or verbally and implicitly make a new full down payment for the service step.

h) EAID&C's invoices to the customer are due for payment without any deduction within the period specified for the invoice, irrespective of receipt of the goods. Any complaints about the service(s) or delivery(s) covered by the invoice in question will be dealt with between the customer, EAID&C and third parties according to their respective responsibilities, irrespective of the need for the customer to pay the invoice to EAID&C on time. Any notices of defects or warranty claims do not release the customer / client of EAID&C from the payment and timely due date of the invoice to EAID&C.

i) In the event of late payment, EAID&C is entitled to submit a new offer with a newly adapted implementation schedule to the client. This offer requires a new order by the client and the issue of an order confirmation by EAID&C.

j) The customer/client of EAID&C shall bear the costs of reminders, information and other costs incurred by EAID&C in connection with recovery.

k) If the customer is in arrears with payment or other services, EAID&C is entitled - without prejudice to any other rights - to withhold the deliveries or services until the agreed consideration has been provided, while observing the outstanding delivery period, or to withdraw from the contract after a reasonable grace period has expired and to claim damages for non-performance. In the latter case, EAID&C is entitled to demand or retain the agreed advance payment, but at least 15% of the price as a minimum contractual penalty.

l) All delivered goods remain the property of EAID&C until full payment of the purchase price including ancillary charges, in the case of current account balance claims from whatever delivery. The customer is not entitled to sell or transfer the goods delivered or procured by EAID&C to third parties without the express written consent of EAID&C. If the customer defaults on its payment obligations, if insolvency proceedings are applied for or opened against its assets or if the customer breaches other contractual obligations, EAID&C is entitled - at its discretion and subject to the maintenance of the joint agreements - to demand the return of the goods subject to retention of title, to collect them and/or to collect claims assigned by way of security.

7) Place of fulfillment

The place of performance for all office services is the registered office of EAID&C.

8) Secrecy

a) EAID&C is obliged to keep confidential all information explicitly provided as such by the client. Exceptions to this are all relationships concerning products ordered by the client from EAID&C, orders and payment and delivery details, even vis-à-vis EAID&C suppliers.

b) EAID&C is also obliged to maintain the confidentiality of its planning activities if and for as long as the client has a legitimate interest in this confidentiality. After completion of the order, EAID&C is entitled to publish the contractual work in whole or in part for advertising purposes, unless otherwise contractually agreed.

9) Protection of the plans

a) EAID&C reserves all rights and uses to the documents created by it (in particular plans, concepts, ideas, drafts, drawings, brochures, material concepts, individual models) until payment has been made in full as agreed in the order confirmation in question.

b) Any use (in particular processing, execution, reproduction, distribution, public presentation, making available) of the documents or parts thereof is only permitted with the express consent of EAID&C and in particular after full payment of the contents agreed in the offer and order confirmation. All documents may therefore only be used then and thereafter for the purposes expressly specified when the order is placed or by a subsequent agreement.

c) EAID&C is entitled, and the client is obliged, to state the name (company, business name) of EAID&C in publications and announcements about the project.

d) In the event of a breach of these provisions for the protection of documents, EAID&C shall be entitled to a penalty amounting to twice the reasonable fee for the unauthorized use, whereby the right to assert a claim for damages in excess thereof is reserved.

10) Consent to the issue of electronic invoices on the basis of §11 UStG

a) By placing an order, the customer agrees that we may issue our invoices, order confirmations, offers, business communications, etc. in electronic format (PDF as defined in Section 11 (2) UStG) and send them to the customer in this way. This replaces the corresponding postal delivery. A paper invoice, paper quotation or paper order confirmation will then only be issued at the express request of the customer.

b) The electronic invoice is sent by e-mail.

c) The customer shall provide EAID&C with its e-mail address at the start of the joint business relationship and shall keep EAID&C immediately informed of any changes in this regard.

d) The customer must ensure that the receiving devices and transmitted contact addresses are functional with all storage, reception, reply and printout options. Filter programs and firewalls must be set in such a way that the receipt of EAID&C invoices is not blocked. All technical difficulties and consequences that hinder the receipt of our invoices shall be borne by the customer.

e) Automatic responses from the contact addresses provided by the customer regarding the absence of the recipient shall not prevent the legally effective delivery of the electronic invoice.

11) Choice of law, place of jurisdiction

a) Contracts between the client and EAID&C shall be governed exclusively by Austrian law.

b) All disputes arising from this contract shall be subject to the jurisdiction of the competent court at EAID&C's registered office.

[1] The following regulations therefore do not apply or apply with the following deviations for consumers:

1. Points 1.b, 2.c and 3.b do not exclude the validity of informal declarations made by EAID&C.

2. EAID&C will point out the legal consequences of failing to object within the period specified in point 3.e in the notification.

3. Point 5.b does not apply to fixed transactions.

4. Point 5.d shall apply with the proviso that only the provisions of Section 1168 ABGB shall apply.

5. The set-off prohibition in Section 6.c does not apply in the event of the insolvency of EAID&C and for counterclaims that have been established by a court, recognized by EAID&C or are legally related to EAID&C's claim.