1. Scope
Unless otherwise agreed in writing, the following terms and conditions apply and are an integral part of the contract between Mevisto GmbH, an Austrian limited liability company ("Mevisto"), and the customer ("Customer"). The customer's terms and conditions, as well as any deviating or additional conditions in documents issued or presented by the customer, are expressly rejected. Mevisto's terms and conditions apply even if the customer does not refer to them or mentions their own terms and conditions. Oral or telephone supplementary agreements are only legally binding if confirmed in writing by Mevisto. These terms and conditions, together with other applicable order confirmations and delivery documentation, constitute the sole, exclusive, and complete agreement between the customer and Mevisto.

2. Offers
All offers by Mevisto for the production of gemstones from hair or ashes, ceramic beads, and jewelry ("Product") provided to the customer are made exclusively in writing. All offers are non-binding and subject to change, without Mevisto being obligated to fulfill them. Product information provided by sales staff, in catalogs or brochures, etc., is non-binding and only becomes valid if expressly referred to in the order confirmation.

3. Orders and Order Processing
Contracts are concluded upon receipt of the written order confirmation from Mevisto. Additionally, a contract is also concluded when Mevisto has begun to provide the service or a delivery has been made based on an order from the customer.

4. Delivery and Delivery Time
The scope of delivery is limited exclusively to the products and services expressly agreed upon in the order confirmation and their specifications. All manufacturers, suppliers, shippers, etc., required to fulfill the order will be determined and commissioned by Mevisto. Agreed delivery dates will be adhered to as far as possible but are always non-binding. Partial deliveries are possible and are considered partial fulfillment. Events of force majeure, operational disruptions, delays in transport and customs clearance, etc., both in Mevisto's own operations and those of our suppliers, entitle Mevisto to postpone the delivery for the duration of the impediment and to release the delivery obligation in whole or in part, excluding claims for damages. Even after the conclusion of the contract, Mevisto has the right to make changes to the quality of the delivery item (e.g., regarding its technical or design aspects). Claims arising from non-fulfillment or delay are expressly excluded.

5. Prices and Payment Terms
All prices are inclusive of the applicable statutory VAT. The prices published at the time of the order are decisive. Errors and printing mistakes are irrelevant. After the publication of a new price list, all previous prices become invalid. Payment is due and payable upon receipt of the invoice.

6. Compensation for Damages
Claims for damages of any kind are excluded unless it involves intentional misconduct. The customer acknowledges that the products are specially manufactured and unique. Therefore, there are no valid claims for deviations in color requests, carat weight, or product purity.

IN NO EVENT SHALL MEVISTO BE LIABLE TO THE CUSTOMER FOR CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, INCIDENTAL DAMAGES, SPECIAL DAMAGES, EXEMPLARY DAMAGES, OR PUNITIVE DAMAGES, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER THE BUYER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ANY AGREED OR OTHER REMEDY FULFILLED ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MEVISTO'S TOTAL LIABILITY IN CONNECTION WITH THESE TERMS, WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO MEVISTO FOR THE SPECIFIC PRODUCT OR SERVICE PER ORDER. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.

7. Custom Orders
Custom orders are specially manufactured for the customer. Deviations in color, shape, size, carat weight, purity, or number of pieces in an order do not constitute a defect and do not entitle the customer to complain or change the order, as such characteristics cannot be influenced. The achieved carat weight of the product forms the basis for the order and corresponding invoicing.

8. Data Protection
For each specific order, we receive consent for the transmission of data if required for the execution of the specific order (e.g., for legal obligations and for handling monetary and payment transactions). All other transmissions require mutual consent.

9. Right of Withdrawal
In the event of a cancellation, Mevisto has the option, if the customer is at fault, to claim the higher amount of (i) liquidated damages of 15% of the gross invoice amount or (ii) damages for the actual loss incurred. If Mevisto becomes aware of circumstances regarding the customer's financial situation after the order confirmation and contract conclusion, which plausibly question the customer's creditworthiness, Mevisto is entitled to terminate the contract at any time without setting a deadline. Mevisto is also entitled to terminate the contract if Mevisto has made an error in the preparation of the offer or in the price information. In this case, the customer has no right to assert claims against Mevisto.

10. Partial Invalidity
If individual provisions of the above sales conditions are rendered invalid by separate business agreements or by changed judicial findings, laws, etc., this does not affect the validity of all other provisions.

11. Jurisdiction
All transactions between Mevisto and the customer are subject exclusively to Austrian law, without regard to the principles of conflict of laws. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The contract language is German. All disputes arising from the business relationship between Mevisto and the customer are subject exclusively to the jurisdiction of the local court at Mevisto's headquarters, and the customer expressly agrees to the jurisdiction of this court.

TERMS OF PURCHASE (Issue 11/2018)

1. General

These terms of purchase apply to all contracts concluded by us, in particular purchase and work contracts, whatever they may be called in detail.

As used below, the term "Contractor" refers to the contracting partner commissioned by us with a delivery, work, or service.

2. Contractual Basis

The content of the contract is primarily determined by the individually negotiated regulations between the contracting parties, which are recorded in our order letter and a related offer from the contractor.

However, if no such agreements have been made, these terms of purchase exclusively apply as the contractual content. Deviating terms and conditions of the contractor are not accepted by us, even if we have not expressly objected to them.

These terms of purchase also apply to follow-up orders without the need for a separate reference.

3. Formal Requirements

Orders are only binding for us if they are made in writing and are signed in the customary manner. The written form is also considered fulfilled if the order is made by fax.

In general, legally significant declarations between the contracting parties may be transmitted electronically; however, such declarations from the contractor received outside our business hours are deemed received only at the start of the next business hours. Business hours are Monday to Thursday from 07:30 to 16:30 and Friday from 07:30 to 12:00.

All documents related to an order, particularly invoices, must include our order number; otherwise, we are entitled to return them without processing, and they are deemed not received by us in case of doubt.

An order confirmation must be sent to us without delay.

4. Transfer of Order

The assigned order may not be transferred to subcontractors either in part or in whole without our written consent.

5. Prices

Offers submitted to us are free of charge, regardless of the preliminary work required for them.

Agreed prices include packaging, delivered free to the destination (including unloading), and are fixed prices that cannot be increased for any reason.

6. Delivery

Deliveries are to be made free of all expenses at the contractor's cost and risk to the receiving point specified by us. The contractor must ensure appropriate and transport-safe packaging. Shipping and packaging costs as well as costs for any necessary transport insurance are to be borne by the contractor.

All deliveries must be accompanied by appropriate shipping documents (particularly exact content descriptions); otherwise, we are entitled to refuse acceptance of deliveries.

The delivery or service is to be handed over at the agreed time to the specified receiving point during the acceptance time from 08:00 to 15:30 (Monday to Thursday).

All deliveries to us are to be made free of retention of title.

We can request the deliveries and services ordered by us in partial sections according to individual needs without additional costs.

7. Invoicing/Payment Period

Invoices are to be submitted once after delivery or service. The payment period begins with the receipt of the invoice or goods or with the completion of the service, whichever is later; however, for deliveries before the agreed date, at the earliest with the agreed delivery date.

Service invoices must be accompanied by the relevant work certificates confirmed by the client.

Payment for accepted deliveries or services is made within 14 days minus a 3% discount or within 30 days net cash without deduction. The place of performance for payment is Kirchham.

8. Delay

If the agreed delivery or service date is not met, we are entitled to withdraw from the contract without setting a deadline, regardless of the reason for the delay.

If the contractor can already foresee before the agreed date that timely delivery will not occur wholly or partially, they must inform us immediately, stating the reasons and the expected duration of the delay. In this case, we are also entitled to withdraw from the contract without waiting for the agreed date and without setting a deadline while simultaneously claiming compensation for the damages incurred.

9. Warranty

The contractor assumes full warranty for the proper execution of the delivery/service and compliance with all relevant legal and ÖNORM provisions for a period of 3 years, which means freedom from defects for the entire warranty period. In this context, the contractor must ensure that the delivery/service has the usual and contractually agreed properties and corresponds to the underlying samples. The contractor must also inform us in writing of all essential provisions for the use of the ordered deliveries and services.

The warranty period begins with the unchallenged acceptance of the delivery/service by us and does not end before at least six months after the end of the warranty period we owe to our customers.

We are not obliged to inspect the delivery/service immediately upon receipt and to notify any defects (commercial obligation to inspect for defects). Instead, we are entitled to assert the warranty for defects occurring within the warranty period at any time. The period for the reversal of the burden of proof according to § 924 ABGB is two years, regardless of the agreed warranty.

In both warranty and guarantee cases, we have the right to demand, at our discretion, free improvement or replacement of the defective delivery/service, to have the defect remedied by another party at the contractor's expense, to cancel the contract immediately, or to request an appropriate price reduction.

If the contractor remedies the defect, the warranty period begins anew for the entire delivery/service affected by the defect after acceptance of the improvement by us.

10. Compensation for Damages

The contractor is liable for all damages we incur due to delayed or defective delivery/service from their own fault or the fault of the assistants engaged to fulfill the contract.

11. Penalty/Contractual Penalty

If the agreed delivery dates are exceeded, we are entitled to deduct a delay penalty of 1% per week of delay, up to a maximum of 10%, of the total contract value from your invoice without proof of damage.

The deduction of a delay penalty does not release the contractor from the delivery and/or service obligation, nor does it exclude claims for damages exceeding the delay penalty.

12. Manufacturing Documents/Confidentiality

Samples, models, drawings, clichés, and other tools provided by us to the contractor for the fulfillment of their contractual obligations remain our material and intellectual property, over which we may freely dispose. These tools may only be used for the execution of our orders and may not be made accessible or handed over to third parties without our consent. After execution of the order, they are to be returned to us free of charge.

The contractor is obligated to maintain confidentiality of all our business and trade secrets that become known to them in the course of fulfilling the order, under penalty of damages.

13. Jurisdiction/Applicable Law

This contract is governed by Austrian law, excluding the UN Sales Convention.

The court of jurisdiction is agreed to be the competent court for our company headquarters.

14. Severability Clause

If individual provisions of the contracts are invalid, the validity of the remaining provisions and the contract as a whole is not affected.