GENERAL TERMS AND CONDITIONS. Seminar Hotel Restaurant Schlosspark Mauerbach

Transcription

1 MESONIC Services GmbH Seite 1 von 13 GENERAL TERMS AND CONDITIONS Seminar Hotel Restaurant Schlosspark Mauerbach Our General Terms and Conditions are based on the Austrian General Terms and Conditions for Hotels 2006 (AGBH 2006) in the version of November 15, Status: January 2010 Table of Contents 1 Scope of application 2 Definitions 3 Execution of the agreement Down payment 4 Start and end of accommodation 5 Rescission of the Accommodation Agreement Cancellation fee 6 Provision of substitute accommodation 7 Rights of the Party 8 Obligations of the Party 9 Rights of the Proprietor 10 Obligations of the Proprietor 11 Liability of the Proprietor for damage to items of guests 12 Limitations of liability 13 Animals 14 Prolongation of the accommodation 15 Termination of the Accommodation Agreement Early cancellation 16 Sickness or death of the Guest 17 Special conditions for event organizers/event contracts 18 Events/Accompanying programs 19 Place of performance, place of jurisdiction and applicable law 20 Miscellaneous

2 MESONIC Services GmbH Seite 2 von 13 1 Scope of application 1.2 The AGBH 2006 shall not exclude special agreements. The AGBH 2006 shall be subsidiary to agreements made on an individual basis. 2.1 Definitions: 2 Definitions Proprietor : means an individual or entity that accommodates guests against remuneration and/or rents facilities for events and supplying corresponding services in this connection. Guest : Party : means an individual that uses accommodation. Usually the guest is also the Party. Guests also include those persons that are accommodated together with such Party (e.g. family members, friends etc.). means a domestic or foreign individual or entity that enters into an Accommodation Agreement/Event contract as a Guest or for a Guest and/or as event organizer or arranges an event contract for an event organizer. Consumer and Entrepreneur : these terms shall be construed as defined by the 1979 Consumer Protection Act (Konsumentenschutzgesetz) as amended. Accommodation Agreement : Event organizer : means the agreement made between he Proprietor and the Party the contents of which are specified below. The accommodation agreement can also simultaneously serve as the event contract. means a domestic or foreign individual or entity that presents an event at or in the MESONIC facilities. Event : means any contracted event at or in the facilities of the Seminar Hotel Restaurant Schlosspark Mauerbach (e.g. conferences, banquets, celebrations, balls, seminars, etc.).

3 MESONIC Services GmbH Seite 3 von 13 Event contract : Events/Accompanying programs : means the agreement made between he Proprietor and the Party for the rental of facilities primarily for events and related services and whose contents will specified in detail later in this document. The event contract can also be the accommodation agreement. means activities arranged by the proprietor, the event organizer or contracted third parties that are carried out in connection with an event contract or an accommodation agreement in the facilities of the proprietor. 3 Execution of the agreement Down payment 3.1 The Accommodation Agreement shall be deemed entered into upon the acceptance of the Party s order by the Proprietor. Electronic declarations shall be deemed received when they can be collected by the party to which they are addressed under normal circumstances provided that they are received during the published business hours of the Proprietor. 3.2 The Proprietor shall be entitled to enter into the Accommodation Agreement under the condition that the Party makes a down payment. In such event, the Proprietor shall be obliged to inform the Party of the required down payment before accepting the written or oral order of the Party. If the Party agrees to the down payment (in writing or orally), the Accommodation Agreement shall be deemed entered into upon the receipt of the Party s declaration of consent on the down payment by the Proprietor. 3.3 The Party shall be obliged to make the down payment no later than 7 days (receipt) before the accommodation. The costs for the financial transaction (e.g. remittance fee) shall be paid by the Party. Credit and debit cards shall be subject to the terms and conditions of the issuing company. 3.4 The down payment shall be deemed an installment of the agreed remuneration. 3.5 Quotes have a maximum validity period of 14 calendar days unless otherwise agreed in advance. 3.6 All listed and contracted prices are pegged and valuated to the consumer price index. The proprietor is entitled to apply the price escalation clause and may first do so when price fluctuations of more than 5% occur. The monthly published consumer price index 2005 (base price 2005 = 100) of the Austrian Central Office for Statistics (Statistik Austria) serves as the price benchmark (or the successor to this index). The index figure for the month of signing of contract will serve as the reference figure. All rate changes will be rounded to one decimal place. 4 Start and end of accommodation 4.1 Unless the Proprietor offers any other time of occupancy, the Party shall be entitled to move into the rented rooms from 3.00 p.m. on the agreed date ( date of arrival ). 4.2 If a room is occupied for the first time before 6.00 a.m., the preceding night shall be deemed the first night of accommodation.

4 MESONIC Services GmbH Seite 4 von The rented rooms shall be vacated by the Party by noon on the date of departure. The Proprietor shall be entitled to charge another day if the rented rooms are not vacated in time. 4.4 Unless otherwise expressly agreed, facilities (rooms) rented on the basis of an event contract are available for whole day events from 9.00 a.m. to 5 p.m., or for half-day events mornings from 9.00 a.m. to 1 p.m., or, afternoons, from 1 p.m. to 5 p.m. Rescinding by the Proprietor 5 Rescinding of Accommodation Agreement - Cancellation fee 5.1 If the Accommodation Agreement provides for a down payment and such down payment has not been made by the Party in time, the Proprietor may rescind the Accommodation Agreement without granting any grace period. 5.2 If the Guest fails to arrive by 6.00 p.m. on the agreed date of arrival, the Proprietor shall not be obliged to accommodate them unless a later time of arrival has been agreed upon. 5.3 "No Shows": when a guest does not appear at least ½ hour after the event start time as agreed upon in the event contract, all obligations of the proprietor with regard to the event contract expire. 5.4 Unless otherwise agreed upon, the Proprietor may rescind the Accommodation Agreement with reasonable justification by means of a unilateral declaration by 3 months before the agreed date of arrival of the Party. Rescindment by the Party Cancellation fee 5.5 The Party may rescind the Accommodation Agreement by means of a unilateral declaration within a period up to 3 months before the agreed date of arrival of the Guest without being liable to pay a cancellation fee. 5.6 Outside the period of time as specified in 5.5., the Party may only rescind the Accommodation Agreement by means of a unilateral declaration subject to the following cancellation fees: - 40% of the total agreed price within a period 3 to 1 months before the date of arrival or; - 70% of the total agreed price within a period of 1 month to 1 week before the date of arrival; - 90% of the total agreed price within a period of 1 week preceding the date of arrival. 3 months or more 3 months to 1month 1 month to 1 week less than 1 week no cancellation fee 40% 70% 90%

5 MESONIC Services GmbH Seite 5 von 13 Incapacity for arrival 5.7 If the Party is prevented from arriving at the accommodating establishment on the date of arrival due to unforeseeable extraordinary events (e.g., extreme snowfall, floods etc.), the Party shall not be obliged to pay the agreed remuneration for the date of arrival, as long as the proprietor is immediately informed of the hindrance by the Party. 5.8 The obligation to pay the remuneration for the booked stay shall revive as soon as the arrival becomes possible again provided that it becomes possible within three days. 6 Provision of substitute accommodation 6.1 The Proprietor may provide the Party or the guests with adequate substitute accommodation (of the same quality) provided that this is reasonable for the Party, particularly if the difference is insignificant and objectively justified. 6.2 An objective justification shall, for example, be deemed given if the room(s) has (have) become unusable, guests that have already been accommodated prolong their stay, the establishment is overbooked or this becomes necessary due to other important operational activities. 6.3 Any extra expenses arising from such substitute accommodation shall be paid by the Proprietor. 7 Rights of the Party 7.1 By entering into an Accommodation Agreement, the Party shall acquire the right to make normal use of the rented rooms and the facilities of the accommodating establishment that are usually accessible to the guests for use without any special conditions and of the usual service. The Party shall exercise their rights in accordance with any applicable hotel and/or guest regulations (rules of the house). 8 Obligations of the Party 8.1 The Party shall be obliged to pay the agreed remuneration plus any extra amounts that have arisen from the use of special services by the Party and/or the accompanying guests plus any applicable VAT by the date of departure at the latest. The proprietor may at his discretion apply interest in arrears of 14% as well as collection fees. The proprietor reserves also the right to further legal course of action for higher damages. 8.2 The Proprietor shall not be obliged to accept foreign currencies. If the Proprietor accepts foreign currencies, such shall be accepted at the current price if possible. If the Proprietor accepts foreign currencies or cashless means of payment, the Party shall pay any associated costs, e.g. for inquiries with credit card companies, telegrams etc. 8.3 The Party shall be liable towards the Proprietor for any damage caused by themselves or the Guest or any other persons that receive services of the Proprietor with the knowledge or in accordance with the intention of the Party.

6 MESONIC Services GmbH Seite 6 von 13 9 Rights of the Proprietor 9.1 If the Party refuses to pay or is in arrears with the agreed remuneration, the Proprietor shall be entitled to make use of the legal right of retention in accordance with 970c of ABGB [Austrian Civil Code] and the legal right of lien in accordance with 1101 of ABGB with respect to the items brought along by the Party or the Guest. Furthermore, the Proprietor shall be entitled to make use of this right of retention or lien in order to secure its claims under the Accommodation Agreement, particularly for catering, other expenses made for the Party and for any kind of damage claims. 9.2 If services are requested in the room of the Party or during unusual times of the day (after 8.00 p.m. and before 6.00 a.m.), the Proprietor shall be entitled to charge an extra remuneration. However, such extra remuneration shall be indicated on the price board for the room. The Proprietor may also refuse such services for operational reasons. 9.3 The Proprietor shall be entitled to issue invoices or interim invoices for its services at any time. 10 Obligations of the Proprietor 10.1 The Proprietor shall be obliged to provide the agreed services to an extent that complies with its standards Extra services of the Proprietor that must be indicated accordingly since they are not included in the accommodation remuneration shall, by way of example, include: a) Extra accommodation services that may be invoiced separately, such as the provision of lounges, sauna, indoor and/or outdoor swimming pool, solarium, garages etc.; b) A reduced price shall be charged for the provision of additional beds or cribs. 11 Liability of the Proprietor for damage to items of guests 11.1 The Proprietor shall be liable for the items brought along by the Party in accordance with 970 of ABGB. The Proprietor shall only be liable if the items have been handed over to the Proprietor or the persons authorized by the Proprietor or deposited in a place assigned by such or intended for such purpose. Unless the Proprietor provides other evidence, the Proprietor shall be liable for its own fault or the fault of its vicarious agents and visitors. In accordance with 970 sec. 1 of ABGB, the Proprietor shall only be liable up to the amount specified in the Austrian law on the liability of landlords and other entrepreneurs of 16 November 1921 (Bundesgesetz über die Haftung der Gastwirte und anderer Unternehmer) as amended. If the Party or the Guest fails to immediately comply with the Proprietor s request to deposit their items in a special deposit, the Proprietor shall be released from any liability. The amount of any liability of the Proprietor shall be limited to a maximum of the sum insured under the third-party liability insurance of such Proprietor. Any fault of the Party or Guest shall be taken into account The Proprietor may not be held liable for slight negligence. If the Party is an Entrepreneur, the Proprietor may neither be held liable for gross negligence. In such event, the burden of proof to show the fault shall lie with the Party. No consequential or indirect damage and no loss of profit shall be reimbursed The Proprietor shall only be liable for valuables, money and securities up to an amount of currently The Proprietor shall only be liable for any exceeding damage in the event it has accepted such items for deposition knowing their quality or in the event the damage has been caused by itself or its vicarious agents. The limitation of liability in accordance with 12.1 and 12.2 shall apply accordingly.

7 MESONIC Services GmbH Seite 7 von The Proprietor may refuse to deposit valuables, money and securities if the items are significantly more valuable than those usually handed over for deposition by the guests of the accommodating establishment In each event of deposition, liability shall be excluded if the Party and/or Guest fails to immediately notify the Proprietor of the incurred damage. Furthermore, such claims shall be asserted in court within three years from their knowledge or possible knowledge to the Party and/or Guest; otherwise, the right shall become extinct Wake-up calls and key cards are performed and/or issued with the greatest possible care by the proprietor. Any related liability or damages in this regard is excluded Usage of the surrounding park and outside environs is solely at the risk of the Party or guest No liability is assumed by the proprietor for vehicles parked on the grounds. 12 Limitations of liability 12.1 If the Party is a Consumer, the Proprietor may not be held liable for slight negligence, except for bodily injury If the Party is an Entrepreneur, the Proprietor may not be held liable for slight or gross negligence. In such event, the burden of proof to show the fault shall lie with the Party. No consequential, non-material or indirect damage and no loss of profit shall be reimbursed. The damage to be reimbursed shall at any case be limited to the amount of the damage incurred because the Party has relied on the validity of the agreement (Vertrauensinteresse). 13 Pets and Animals 13.1 Animals may only be brought to the accommodating establishment with the prior consent of the Proprietor and against extra remuneration The Party bringing along an animal shall be obliged to properly keep and/or supervise such animal during their stay or to have it kept and/or supervised by a qualified third party at their own expense The Party and/or Guest bringing along an animal shall have an according animal liability insurance and/or personal liability insurance that covers any potential damage caused by animals. Evidence of such insurance shall be provided to the Proprietor upon request The Party and/or their insurance company shall be jointly and severally liable towards the Proprietor for any damage caused by the animals brought along. Such damage shall particularly also include any compensation to be paid by the Proprietor to third parties Animals shall not be permitted to enter the lounges, saloons, restaurants and wellness zones.

8 MESONIC Services GmbH Seite 8 von Prolongation of accommodation 14.1 The Party may not claim for a prolongation of their stay. If the Party informs the Proprietor in time that they intend to prolong their stay, the Proprietor may consent to a renewal of the Accommodation Agreement. However, the Proprietor shall not be obliged to do so If the Party is prevented from leaving the accommodating establishment on the date of departure since all ways of travel are blocked or unusable due to unforeseeable extraordinary events (e.g. extreme snowfall, floods etc.), the Accommodation Agreement shall automatically be renewed for the duration of such prevention from departure. The remuneration to be paid for this period may only be reduced if the Party is unable to fully use the offered services of the accommodating establishment due to the extraordinary weather conditions. The Proprietor shall be entitled to charge as a minimum the remuneration corresponding to the price usually charged in the low season. 15 Termination of the Accommodation Agreement Early cancellation 15.1 If the Accommodation Agreement has been made for a definite term, it shall end upon the expiry of such term If the Party leaves prematurely, the Proprietor shall be entitled to charge the total agreed remuneration. The Proprietor shall deduct anything saved due to the failure to use its scope of services or maintained by letting the booked rooms to other guests. Such savings shall only be deemed to exist if the capacities of the accommodating establishment are fully used upon the Guest s failure to use the booked rooms and the room can be let to other guests due to the cancellation by the Party. The burden of proof to show that savings have been made shall lie with the Party Upon the death of a Guest, the Agreement with the Proprietor shall become extinct If the Accommodation Agreement has been made for an indefinite term, the Parties may terminate the Agreement by a.m. of the third day preceding the intended end of the Agreement The Proprietor shall be entitled to terminate the Accommodation Agreement with immediate effect for important reasons, particularly if the Party and/or the Guest a) makes significantly adverse use of the rooms or makes their stay intolerable for the other guests, the owner, its vicarious agents or the third parties staying at the accommodating establishment due to ruthless, offensive or otherwise highly improper conduct or commits an act against property, morality or physical safety towards these persons that is subject to penalty; b) suffers of a contagious disease or a disease the duration of which exceeds the term of accommodation or otherwise is in need of care; c) fails to settle the presented invoices when they become payable within a reasonably set period (3 days) If the performance of the Agreement becomes impossible due to circumstances to be deemed events of force majeure (e.g. acts of God, strike, lockout, official orders etc.), the Proprietor may terminate the Accommodation Agreement at any time without giving prior notice unless the Agreement is already deemed terminated under the law or the Proprietor is released of its obligation to accommodate the Party. Any claims for damages etc. by the Party shall be excluded.

9 MESONIC Services GmbH Seite 9 von Sickness or death of the Guest 16.1 If a Guest gets sick during their stay at the accommodating establishment, the Proprietor shall arrange for medical care at the request of the Guest. In the event of imminent danger, the Proprietor shall arrange for medical care even without the special request of the Guest, particularly if this is necessary and the Guest is unable to do so themselves As long as the Guest is unable to make decisions or it is not possible to contact the family of the Guest, the Proprietor shall arrange for medical care at the expense of the Guest. However, the extent of such care shall end as soon as the Guest is able to make decisions or their family has been informed about the sickness The Proprietor shall particularly be entitled to damages from the Party or the Guest or, in the event of their death, their successors for the following expenses: a) unsettled medical costs, costs for ambulance transports, drugs and medical aids b) room disinfections that have become necessary, c) linen, bed sheets and bed furnishing that have become unusable, or otherwise the disinfection of thorough cleaning of all of these items, d) restoration of walls, furniture, carpets etc. if such have been contaminated or damaged in relation with the sickness or death, e) rent for the room, provided that it has been occupied by the Guest, plus any days during which the rooms are unusable due to disinfection, vacation etc., f) any other damage incurred by the Proprietor. 17 Supplementary Conditions for Event Organizer/Event Contracts Conditions as specified in section 17 apply for event organizers and event contracts. When an accommodation agreement is concluded in connection with an event contract, the accommodation agreement part thereof and legally binding along with the event contract Obligations of the proprietor The proprietor is obliged to conform to all legal, normative and official regulations, in particular those governing the areas of fire, commercial, copyright and events. The event organizer is obliged to apply for and obtain all official permissions and licenses at their own cost and to ensure compliance with all official regulations in this regard at their own cost. The event organizer agrees in this regard to indemnify the proprietor in full in case of non-compliance and to hold the proprietor free and harmless from all liability. All guests and parties are expressly informed of the regulations in 112 and 113 of the commercial operating regulations in connection with the NÖ regulations for closing hours of 1995 LGBl. 7000/1, which are in effect. The event organizer agrees to indemnify the proprietor for all damages caused to property and persons, or other injuries resulting to the proprietor among other things by non-compliance to the contract by their employees, sub-contractors, guests or other persons, during the course or in connection with the event on the premises of the proprietor, regardless of the cause of the damages and to hold the proprietor free and harmless from all liability. The open areas (park) are used by the event organizer and participants of events at their own risk. The event organizer agrees to indemnify in full the proprietor for all damages caused to property and person, including participants, which occur in the course of event-related activities (outdoor training, bike tours in

10 MESONIC Services GmbH Seite 10 von 13 vicinity, etc.) and to hold the proprietor free and harmless of all liability in this regard. The proprietor shall be under no obligation of indemnity for property or person in this regard. Furthermore, it is expressly noted that the stipulations of 18.1 shall be correspondingly applied. The proprietor can require the providence of reasonable security measures (e.g., event insurance, security deposits, co-signers, or also the presence of security personnel) to cover potential damages in advance Cancellation by proprietor The proprietor has the right to cancel the event contract upon significant cause and with immediate written notice, particularly in cases of: - Events scheduled and booked upon providance of misleading or incorrect information of essential facts, e.g., with respect to the event organizer or event purpose, - The proprietor has just cause to assume that the scheduled event will endanger the normal business operations, the security or the public repute of the proprietor, without due imputation of the authority or organizational capacity of the proprietor, - Occurrence of unauthorized sub-rental or secondary rental (without written permission of the proprietor) - The proprietor is informed that the financial circumstances of the event organizer have significantly deteriorated after the conclusion of the event contract or when bills outstanding to the proprietor are not paid, - Insolvency proceedings on the financial holdings of the event organizer have been opened or bankruptcy has been declined due to insufficient assets or other reasons 17.3 Changes in number of participants The Party is required to state to the proprietor upon reservation the anticipated number of participants. The final and confirmed number of participants (guaranteed number) shall be specified in writing by the event organizer at least 7 days in advance of the event without further request by the proprietor. A change in the guaranteed number of participants of more than 5% requires the agreement of the proprietor. For billing purposes, the services provided by the proprietor (such as food, beverages, or also rooms (accommodation agreements)) are based on the number of guaranteed participants. The actual number of participants shall be applied in case of an increase over the number of guaranteed number of participants. In case of a reduction in the number of guaranteed participants of more than 5%, the proprietor is entitled to bill the guaranteed number of participants less 5%. In case of a reduction in participants of more than 10%, the proprietor is entitled to commensurately increase the contracted price, as well as exchange the confirmed rooms, except when that places an unreasonable burden upon the event organizer. Prices can also be changed by the proprietor when he has agreed to changes in regard to the first section. When the starting or ending times of an event are adjusted without previous written agreement, the proprietor is entitled to bill additional costs for the supply of personnel and equipment, including additional transportation expenses after 11 p.m., when public transport is no longer available, except when the adjustment is caused by the proprietor himself. The proprietor is also entitled to limit the event according to the agreed upon starting and ending times.

11 MESONIC Services GmbH Seite 11 von Food and Beverages The Party (and/or participants) may only bring their own food and beverages to events upon previous written permission by the proprietor. In this case the hotel is entitled to charge a service fee. The proprietor assumes no liability of any kind for food and beverages brought by the contractor or participants with regard to quality, storage, etc Event Organization When the proprietor arranges for technical and other equipment from third party suppliers at the request or instigation of the event organizer, the proprietor is acting in the name of the event organizer as his proxy agent, with all related billing costs to be carried by the event organizer. The Party is solely liable for the careful handling and orderly return of the equipment. The Party releases the proprietor from all obligations from third parties with regard to the use or providence of said equipment. The use of the electric power supply of the proprietor for electrical machines and appliances supplied by the event organizer or contracting partner requires the written advance permission of the proprietor. The proprietor will endeavor to correct failures and disturbances of technical and other equipment made available directly by the proprietor as quickly as possible. The proprietor is not liable for malfunctions of this equipment and/or the electric power supply, as well as other infrastructure equipment. Compensation for damages in this regard is excluded Objects on the Premises Exhibition or other objects, including personal items, brought or supplied by the event organizer or Party are solely under the liability of the Party in the event rooms or accompanying rooms of the proprietor. The proprietor assumes no liability for the loss, absence or damage to said objects. The regulations for liability with regard to section 11 of these General Terms and Conditions are not limited by this stipulation. Decoration material brought by the event organizer must conform to the fire code regulations. The proprietor is entitled but not obligated to require proof of conformance. To avoid damage, any assembly and installation of such material and objects must be coordinated with the proprietor. All exhibition objects or other items brought by the event organizer shall be removed from the premises immediately after the event. When said objects are not removed immediately, the proprietor is entitled to carry out the removal by a third party at the cost of the Party or to charge a rental fee for the storage. Any subsequent damage claims are not affected in this regard. Packaging material is regarded in the same manner. The remaining conditions shall be applied for accommodation agreements in corresponding manner! Events/Side Activities 18 Events/Side Activities The Party agrees expressly to forgo all claims for damages to the proprietor upon registration for an event or special side activity, including persons or legal entities encharged with the carrying out of the event. The Party participates at his/her own risk in events and event side activities. In case of damage or injury of any kind or character to the property and premises of the proprietor or any property or objects of third parties

12 MESONIC Services GmbH Seite 12 von 13 placed at disposal by order of the proprietor, the Party agrees to indemnify the proprietor without limit or to the amount of the withholding deduction when damages are covered by insurance. The Party is liable for injury to persons in all cases. The Party recognizes that the participation in events or side activities under the influence of substances (alcohol, drugs, strong medications) or in case of other reaction-inhibiting conditions is prohibited. When an event or side activity is carried out as a subsidiary service to an event contract, the event organizer shall provide that the participants are expressly informed of the stipulations of sections 17.1 and 18.1 of these General Terms and Conditions and to ensure that these stipulations are accepted with reservation Supplementary Conditions for Treatments for Wellness and Health Care Wellness and health care treatments are exclusively performed by trained and qualified persons and/or equipment (contractor). These persons offer services solely at their own billing and liability. The proprietor provides solely the related treatment rooms/areas. The wellness and health care treatments are not of medicinal nature and are not covered in full or part by state health management organizations. Only fully healthy Parties can be treated! In case of any acute illness, pre-existing conditions to the muscular/skeletal system, heart or circulatory system, pregnancy or other medical conditions that preclude treatment, the utilization of such treatment is excluded. (Except when a corresponding doctor's medical waiver is presented). All Parties will be informed of this before treatment. In case, despite qualified treatment, consequent injury is suffered that is the result of concealment by the Party of reasons excluding treatment, the provider is relieved of all liability. The same is true for injuries that result when reasons excluding treatment are not known to the Party and are not recognizable by the provider. The provider will inform all customers of the exclusion from liability before each treatment. The remaining conditions with regard to accommodation agreements shall be applied accordingly! 19 Place of performance, place of jurisdiction and applicable law 19.1 The place of performance shall be the place where the accommodating establishment is situated These Terms and Conditions shall be governed by Austrian adjective and substantial law under exclusion of the provisions of international private law (particularly IPRG [Austrian act on international private law] and the Rome Convention of 1980) and the UN Sales Convention Place of legal jurisdiction is Vienna, Austria. 20 Miscellaneous 20.1 Unless otherwise specified in the above provisions, any time limits shall start upon the document by which such time limit is instructed being delivered to the Party that must comply with the time limit. When calculating a time limit based on days, the day of the moment or event to which the start of the time limit refers shall not be included in the calculation. Time limits based on weeks or months shall refer to the day of the week or month that corresponds to the day starting from which the time limit is to be counted

13 MESONIC Services GmbH Seite 13 von 13 according to its name or number. If the relevant month lacks such day, it shall be replaced with the last day of such month Any declarations shall be received by the other party by the last day of the time limit (12.00 midnight) The Proprietor shall be entitled to offset any of its claims against claims of the Party. The Party shall not be entitled to offset any of its claims against claims of the Proprietor unless the Proprietor is insolvent or the Party s claim has been established by a court or acknowledged by the Proprietor If any gaps arise in relation with the Agreement, the applicable legal provisions shall apply The responsible court of law in Vienna, Austria is agreed as place of jurisdiction for all contract disputes Austria law and codes are sovereign.