GTC

General Terms and Conditions of Schoeller Münzhandel GmbH as of 11/2008

1 Scope and Applicability

1.1 The following General Terms and Conditions (hereinafter referred to as GTC) apply to all transactions and agreements made and concluded by Schoeller Münzhandel GmbH (hereinafter referred to as Schoeller Münzhandel) with regard to its coin, coin product and precious metal (hereinafter referred to as Products) business. We refuse to accept any third-party general terms and conditions which may or may not be in conflict with the GTC of Schoeller Münzhandel except where expressly acknowledged by Schoeller Münzhandel by way of an order or order confirmation letter. The GTC of Schoeller Münzhandel also apply to all future business relations between Schoeller Münzhandel and the respective contracting parties without requiring any new express agreement.

1.2 Oral statements, information and recommendations supplied or made by employees and other agents of Schoeller Münzhandel shall not be deemed binding unless confirmed in writing. For the purposes of this clause, cash receipts issued as well as e-mails shall be considered written confirmation as well.

1.3 By ordering articles from the webshop situated at www.schoeller-muenzhandel.at, all users expressly accept the present GTC and agree to be bound by them. Any use of the website or the webshop as well as other internet platforms according to other terms and conditions is hereby excluded.

2 Offers, Orders and the Conclusion of Contracts

2.1 All offers made by Schoeller Münzhandel are non-binding and subject to confirmation. Orders submitted to Schoeller Münzhandel shall be considered confirmed upon either issuance of a cash receipt or fulfilment of the respective order by Schoeller Münzhandel. After such issuance or fulfilment, both the type and the scope (i.e. quantity, price and product) of the item to be purchased shall be deemed to have been agreed and binding; consequently, any subsequent changes on the part of Schoeller Münzhandel customers regarding the type and scope of the item to be purchased is expressly excluded.

2.2 Schoeller Münzhandel reserves the right to reject orders without stating any reasons for such rejection or to accept only a limited portion of the quantity so ordered. For any subsequent amendments, alterations or additional agreements communicated orally or by telephone, written confirmation by Schoeller Münzhandel shall be required. Schoeller Münzhandel is entitled but not obligated to fulfil customer orders within the scope of a sales contract or a commission agreement or to subcontract them to third parties, thereby acting as their agent. All prices stated in our catalogues, brochures, in our webshop or on our website or elsewhere are only valid if express reference is made to them in the relevant order or order confirmation; otherwise, the usual market prices, in particular the current daily spot prices set by Schoeller Münzhandel, shall apply.

3 Prices and Terms of Payment

3.1 All prices are determined by Schoeller Münzhandel based on the circumstances prevailing at the time the contract in question is concluded. Unless agreed otherwise in writing, prices are ex warehouse Vienna including packaging and exclusive of VAT, customs duties, shipping charges and insurance costs. For foreign shipments, customers shall be liable for all related taxes, fees, charges, customs duties and forwarding costs.

3.2 Customers are obliged to pay all purchasing prices in accordance with the relevant concluded agreement without any deduction. The acceptance of a bill of exchange shall not be deemed a deferment of the related purchasing price receivable.

3.3 In the event of delayed payment on the part of the customer, Schoeller Münzhandel shall be entitled to defer fulfilment of the agreement in question, to withhold the relevant services, to withdraw from the agreement upon expiry of a reasonable grace period and to claim all associated costs from the customer, in particular default interest and pre-litigation costs (dunning costs and attorney's fees) in accordance with Clause 3.7 of the present GTC.

3.4 Should the customer fail to accept the purchased item offered by Schoeller Münzhandel at the agreed time, the agreed place and in the agreed manner (delayed acceptance), Schoeller Münzhandel shall have the right to withdraw from the agreement upon expiry of a reasonable grace period granted by Schoeller Münzhandel and to claim all associated costs from the customer, in particular lost profits and pre-litigation costs (dunning costs and attorney's fees) in accordance with Clause 3.7 of these GTC.

3.5 In the event of any delayed payment of an instalment on the part of the customer as a part of an instalment plan despite a grace period of 5 days, Schoeller Münzhandel shall be entitled to claim immediate payment of the remaining unpaid rates (accelerated settlement) and to demand surrender of the products in question as collateral for any associated outstanding claims by Schoeller Münzhandel. The products shall remain the sole property of Schoeller Münzhandel pending their payment in full.

3.6 Any discounts, bonuses and cash discounts granted shall be dependent on timely receipt of the full purchasing price. In the event of late payment, customers will be back-charged for any such discounts and bonuses, with the associated sums becoming due immediately.

3.7 In the event of late payment, customers agree to pay 12% default interest and to reimburse Schoeller Münzhandel for any dunning charges required to recover the relevant outstanding amounts.

4 Delivery

4.1 Schoeller Münzhandel endeavours to meet all agreed delivery dates and deadlines.


4.2 Should Schoeller Münzhandel be unable to perform agreed services or deliveries within the stipulated delivery period due to force majeure or other reasons beyond the control of Schoeller Münzhandel, in particular strikes, political unrest, etc., any affected customers hereby agree defer the associated deadline to a later date. In the event of deliveries to be performed by third-party suppliers of Schoeller Münzhandel, Schoeller Münzhandel shall not be considered in default provided the resultant late deliveries can be attributed to the aforementioned third-party suppliers. Schoeller Münzhandel shall have the right to withdraw from the contract in question without giving rise to any entitlement to damage claims on the part of affected customers in case of third-party suppliers of Schoeller Münzhandel failing to deliver unless such failed deliveries can be attributed to no less than gross negligence on the part of Schoeller Münzhandel.

4.3 Should Schoeller Münzhandel fall otherwise in arrears with its services or deliveries, customers agree to grant Schoeller Münzhandel a grace period of at least 4 weeks in writing. If Schoeller Münzhandel fails to perform its obligation to deliver by the end of the aforementioned grace period, customers shall be entitled to withdraw from the associated contract.

4.4 Schoeller Münzhandel shall be deemed to have met the agreed delivery deadline if it has dispatched of the relevant consignment within the agreed delivery period or caused third parties to perform such dispatch, or if the consignment has been collected by the customer or third parties acting on the behalf of the customer. The acceptance of goods by customers shall be considered acceptance of the delivery date in question. Schoeller Münzhandel has the right to effect partial deliveries.

4.5 All risks in connection with the products shall be transferred to the customer upon dispatch to, or collection by the customer or other persons appointed by the customer at the latest. This provision also applies to partial deliveries, deliveries performed free of charge as well as to shipments effected using means of transport not approved by the customer. In the event of late dispatch or acceptance arising from circumstances caused by Schoeller Münzhandel neither intentionally nor due to gross negligence on the part of Schoeller Münzhandel, all risks in connection with the products shall be transferred to the customer on the day the goods in question become ready for dispatch. In all such cases, Schoeller Münzhandel may store the goods in its own warehouses or those owned by third parties, in any event with the customer being liable to bear all costs associated with such storage. In the event of late acceptance on the part of the customer, Schoeller Münzhandel shall have the right to withdraw from the relevant contract upon expiry of a reasonable grace period, in which case Clause 3.4 of the present GTC shall apply.

4.6 Except where otherwise agreed in writing, Schoeller Münzhandel shall be entitled to choose the manner and route of dispatch at its own professional discretion. Consignments may be insured for special risks at the express wish as well as at the expense of customers. Customers shall be obliged to order such additional insurance of the shipped goods in question no later than the relevant ordering date.

5 Reservation of Ownership

5.1 All delivered products shall remain the property of Schoeller Münzhandel pending their payment in full. Any sale, pledging, transfer as collateral or other disposal of the products in question to the benefit of third parties without the written approval by Schoeller Münzhandel is prohibited. In the event of any resale effected in spite of the aforementioned prohibition, customers agree to cede the associated purchasing price receivable to Schoeller Münzhandel on the date the goods in question are resold and/or, in the event of any collection of payments related to said purchasing price receivable, to assign the amount so collected to Schoeller Münzhandel on the day the amount was collected by the customer (expanded reservation of ownership).

5.2 In the event that Schoeller Münzhandel is not the owner of a sold product due to a reservation of ownership on the part of one of its suppliers, the above provisions shall apply mutatis mutandis as a postulate of said suppliers' reservation of ownership. Customers agree to insure such goods under reservation of ownership against all risks up to a sufficient amount and furnish Schoeller Münzhandel with evidence of such insurance as long as this reservation of ownership is in force. All customers undertake to hold the aforementioned goods under reservation of ownership in safe custody for Schoeller Münzhandel free of charge.

5.3 In case of late payment on the part of a customer, or if it can be reasonably assumed that his funds and assets are deteriorating, or upon termination of payments by a customer, Schoeller Münzhandel shall have the right to recover the associated supplied goods and to have its authorised agents enter the customer's premises to this end. Such recovery of goods by Schoeller Münzhandel under reservation of ownership shall not be construed as an avoidance of contract. Customers are obliged to notify Schoeller Münzhandel of any such termination of payments and, at the same time, submit a schedule of the remaining goods under reservation of ownership even if these goods have been already processed, as well as a list of the customer's claims against third-party debtors in the case of a resale of any goods under reservation of ownership.

6 Warranty

6.1 Every consignment must be inspected for its quality and completeness without delay. Any defects must be claimed and substantiated upon receipt of the relevant products without delay. All and any warranty claims must be submitted by the affected company no later than 6 months following delivery. For private consumers the pertinent statutory regulations shall apply.

6.2 In the event of a justified claim submitted within the period stipulated above, Schoeller Münzhandel shall be entitled to claim improvement by way of replacement. Should such replacement prove to be unfeasible (a fact of which Schoeller Münzhandel will apprise immediately), customers shall solely have the right to withdraw from the contract in question. In such a case, all mutually performed services and deliveries must be rolled back according to non-enrichment principles.

6.3 The Parties hereby mutually agree that any liability on the part of Schoeller Münzhandel for indirect damage, consequential damage or atypical damage as well as any compensation for lost profits, lost data or intangible value whatsoever is excluded. Furthermore, Schoeller Münzhandel does not assume any liability for any damage or loss arising from the abuse of submitted data.

6.4 The provisions of the Consumer Protection Act shall remain unaffected by the conditions contained herein. In any event as well as the aforementioned provisions notwithstanding, any liability on the part of Schoeller Münzhandel shall be limited to damage or loss arising from wilful misconduct or gross negligence.

7 Liability

7.1 Users of Schoeller Münzhandel websites hereby acknowledge that Schoeller Münzhandel is unable to assume any liability for the availability of its websites, webshops or the flawless functioning of the internet portals operated by Schoeller Münzhandel. For this reason, Schoeller Münzhandel, inter alia, does not assume any liability for damage or loss resulting from the fact that offers can not be accessed due to technical failures in time or at all.

7.2 The Parties hereby mutually agree that any liability on the part of Schoeller Münzhandel for any delayed or deficient transmission of data between customers and Schoeller Münzhandel is excluded. Additionally, Schoeller Münzhandel does not assume any liability for damage or loss, in particular with regard to damage or loss according to § 1313a General Civil Code, arising from truncated, distorted or incorrect representations of offers on websites operated by online trading houses.

7.3 The Parties hereby mutually agree that any liability on the part of Schoeller Münzhandel arising from any failure to deliver products at the agreed time, the agreed place and in the agreed manner due to faulty information listed on websites not operated by Schoeller Münzhandel.

7.4 Customers shall only have the right to withdraw from a contract if they have complied with all of its terms themselves.

7.5 Customers hereby waive the right to dispute contracts and agreements concluded with Schoeller Münzhandel on the grounds of errors. Customers hereby declare that they were aware of the true value of the products purchased by them, that they were purchasing these goods due to their special preference for the product and that, as a result, they agree not to challenge the contract or agreement on the grounds of a sales price contraction exceeding 50%; furthermore, customers agree to refrain from all claims alleging unfair enrichment.

7.6 All customers hereby waive the right to assert expiry of claims for amounts receivable resulting from previous contracts and agreements concluded with Schoeller Münzhandel or any other legal grounds based on the statute of limitations.

7.7 Unless the affected customer is a consumer according to the Customer Protection Act, any damage claims against Schoeller Münzhandel can only be brought before a court of law within a period of 6 months following occurrence of the event of damage or loss and/or following the relevant due date.

8 Offsetting of Claims and Right of Retention

8.1 Customers are not entitled to offset their own claims against any claim Schoeller Münzhandel may have against them or to withhold any goods or coins to be returned to Schoeller Münzhandel on the grounds of counter-claims. This provision shall apply mutatis mutandis also for customer claims according to the Customer Protection Act.

9 Data Protection and Declaration of Consent

9.1 Schoeller Münzhandel website users expressly acknowledge and agree that all data acquired in connection with the use of websites or other internet platforms operated by Schoeller Münzhandel including, in particular, personal data will be subject to computer-assisted processing (Data Processing Register No. 0595870).

9.2 Schoeller Münzhandel hereby declares that all and any data acquired by Schoeller Münzhandel will be solely used for company purposes and not disclosed to third parties. Moreover, all personal data will be treated confidentially and in compliance with all existing as well as future statutory data protection provisions.

9.3 Concurrent with the conclusion of contracts or agreements, customers expressly consent to receiving e-mails, telephone calls and mailings from Schoeller Münzhandel in accordance with § 107 Telecommunications Act. This declaration of consent can be withdrawn at any time.

10 Information regarding the Right of Withdrawal in accordance with § 5e Customer Protection Act

10.1 Customers may withdraw from an agreement or contractual declaration concluded or given as a result of long-distance selling within 7 working days (Saturdays not counting as working days) without stating any reasons for their decision. For a declaration of withdrawal to be valid, dispatch of the relevant communication within the stipulated period suffices. Any such declaration of withdrawal must be addressed to Schoeller Münzhandel GmbH, Renngasse 14, 1010 Vienna. In case of agreements or contracts specifying the shipment of goods, the aforementioned 7 day period shall commence on the day the goods in question are received by the customer.

10.2 In the event of any such withdrawal, customers agree to return the goods received by them to Schoeller Münzhandel as soon as their declaration of withdrawal is dispatched, it being understood that said return is at the customers' risk and expense. Customers will be reimbursed for any payments already made by them upon receipt of the goods in question by Schoeller Münzhandel without delay. Should a customer fail to return the aforementioned goods to Schoeller Münzhandel, or only returns them in part or in a deteriorated condition, the customer undertakes to compensate Schoeller Münzhandel for the resulting loss without delay pursuant to a corresponding claim submitted to him by Schoeller Münzhandel to this effect. Schoeller Münzhandel shall have the right to deduct any such claims for damage or loss from the relevant reimbursement amount to be paid to the customer in question.

11 General Provisions

11.1 Should any provision contained in these GTC be or become void, invalid or unenforceable, the remaining provisions shall continue to be enforceable as well as in full force and effect.

11.2 All rights and obligations arising from the present GTC shall apply jointly and severally and shall also inure to the benefit of the customer's successors and assignees.

11.3 The timeliness prerequisite mentioned above shall be deemed fulfilled upon timely posting of the relevant declaration.

11.4 All and any contracts and agreements shall be subject to Austrian substantive law. The Parties hereto mutually agree that application of the UN Convention on Contracts for the International Sale of Goods shall be excluded.

11.5 Any alterations and amendments to these GTC must be effected in writing in order to be valid except where agreed otherwise in writing.

11.6 Any legal disputes resulting from contracts or agreements covered by these GTC including disputes regarding the issue whether the present GTC were in effect mutually agreed by the parties and/or legal disputes arising upon termination of such contracts or agreements shall be exclusively settled by the court of law materially competent for the First District of Vienna, with said court having sole jurisdiction in this regard except where stipulated otherwise by mandatory statutory provisions with regard to consumers.

11.7 Customers shall bear all risks resulting official or administrative limitations regulating the permissibility of product deliveries. All customers agree to obtain any foreign exchange permissions or other official or administrative authorisation required at their own expense.

11.8 All business relations of Schoeller Münzhandel are strictly based on due compliance with the pertinent money laundering statutes. Customers are obliged to acknowledge this fact and hereby authorise Schoeller Münzhandel to submit all and any related notifications and other statements in this respect. Furthermore, all customers agree to cooperate with Schoeller Münzhandel to ensure that all statutory money laundering provisions are duly complied with when required to do so.