General Terms and Conditions of Contract of Tiroler Glashütte GmbH Effective as of July, 2022
1. Scope of Application
All provisions of goods and services by Tiroler Glashütte GmbH ("TG") to or for the benefit of each customer of TG (the "Customer") shall be subject to the following General Terms and Conditions of Contract (the "T&C"), unless otherwise expressly agreed upon in writing and signed by TG. By placing an order with TG for the supply of products sold by TG (the "Products") and/or for services or otherwise accepting the supply of Products and/or services by TG (or any part thereof), Customer (a) agrees to purchase the Products and services on and subject to the T&C and (b) acknowledges and agrees that, in respect of any other terms and conditions (including terms and conditions accompanying any purchase order or received from Customer): (i) those terms and conditions are not effective and TG will not be bound by them; (ii) the T&C supersede and replace any such terms and conditions in their entirety; unless such terms and conditions are duly acknowledged and expressly agreed to in writing and signed by TG. For the avoidance of doubt, the acceptance of orders or performance of services by TG shall not be regarded as the grant of any entitlement to future fulfilment of orders or provision of services by TG, and nothing in the T&C shall be construed as creating a relationship of exclusivity between Customer and TG.
2.1. All orders by Customer (the "Orders", or each an "Order") shall become legally effective and binding on Customer upon TG`s delivery of its written acceptance of each such Order (an "Order Confirmation") or, in the absence of such Order Confirmation, by delivery of the Products comprising such Order to Customer. Customer may modify any Order at any time before TG`s delivery to Customer of the Order Confirmation for such Order (or in the absence of such Order Confirmation, delivery of the Products comprising such Order), but under no circumstances shall Customer be permitted to modify any Order more than five (5) calendar days after placing such Order. TG will communicate expected lead-times of Products in the respective Order Confirmation (in this context see Clause 6.4).
2.2. Once an Order is confirmed by TG or delivered to Customer, such Order may not be cancelled by Customer except with the prior consent in writing of TG, in which case Customer will be liable to TG for all costs, expenses and other losses incurred by TG in connection with such cancellation.
2.3. TG reserves the right, in its sole discretion, to (i) reject any Order at any time without giving any reasons before sending the Order Confirmation; (ii) cancel any Back Orders (see Clause 2.9.) at any time by giving Customer notice of such cancellation; (iii) accept Orders only with respect to amounts that from experience correspond with usual quantities ordered by enterprises of comparable size; and/or to (iv) terminate any framework agreement possibly existing at any time with immediate effect without giving any reasons.
2.4. Customer shall comply on all its Orders with all guidelines communicated by TG regarding minimum Order values and minimum Product Orders, including those set out in the T&C.
2.5. Special Orders: Orders for any Products not featured in the applicable Price Books ("Special Orders") require a 50% deposit. Special Orders can be combined with any other Orders to meet Order minimums. Quantities of Special Orders can only be ordered in full master packs. No returns or cancellations on Special Orders are permitted.
2.6. Value Packs: Any preferential conditions on which Customers may purchase packs containing free Products ("Value Packs") must - to the extent legally permissible - be passed on to the end-consumer in at least the same amount. Customer may not un- or repack Value Packs and may not sell any merchandise included in Value Packs individually.
2.7. Limited Editions: TG reserves the right to offer Products marked as "Limited Edition" in a certain amount and for a certain time period and under certain allocation criteria to Customer.
2.8. Glassware marked as "On-Premise Glass Collection/Glassware" is reserved for the hospitality industry only, and is not intended for resale, the retail trade and/or for end-consumers.
2.9. Back Orders: If an ordered Product is out of stock, TG will notify Customer and will automatically place the Product on back order, and send the stock as soon as it becomes available ("Back Order"). If Customer does not want the Product comprising such Back Order, Customer needs to advise TG immediately after receipt of such Back Order notification accordingly in writing, otherwise Back Orders cannot be cancelled by Customer.
2.10. Customer acknowledges that the packaging and labeling of the Products as designed and implemented by TG is critical to maintain the recognition and the image of the respective Brands (as defined in Clause 3.2.). Without the prior written consent of TG, Customer shall not modify or remove any packaging, labeling, tags, markings or other items, such as promotional materials or instructions, howsoever affixed to the Products themselves or to their packaging or accompanying the Products.
The Products shall not be unpacked from their original packaging as shipped to Costumer or be repacked by Customer, but shall be sold by Customer in its original packaging, unless explicitly priorly authorized by TG in writing.
In the event that TG duly grants Customer the right to repackage or unpackage Products (collectively, "Authorized Packaging Changes"), Customer shall ensure that the repackaged or unpackaged Products and the packaging used by Customer (the "Customer Packaging") comply with all applicable laws, rules, and regulations, including but not limited to those laws, rules, and regulations that concern such Products’ and Customer Packaging’s labelling, marking, tagging, waste management, boxing, marketing, storage, distribution, and sale. TG and its affiliates shall not be responsible for and Customer shall indemnify, defend and hold harmless TG and its affiliates for any and all violations or alleged violations thereof, and for any and all claims, suits, losses, damages, demands, injuries, costs and expenses (including reasonable attorney’s fees and costs) arising out of or related to Authorized Packaging Changes, including but not limited to damages or losses, which arise from the labelling, marking, tagging, waste management, boxing, marketing, storage, distribution and/or sale of the Products and/or the Customer Packaging.
In the event that Customer elects to purchase Company’s Product comprising two wine glasses within packaging permitting Customer’s inclusion of one bottle of wine (the "2 Glasses 1 Bottle Product"), Customer shall ensure that the 2 Glasses 1 Bottle Product complies with all applicable laws, rules, and regulations, including but not limited to those laws, rules, and regulations that concern such 2 Glasses 1 Bottle Product’s labelling, marking, tagging, waste management, packaging, marketing, storage, distribution, and sale. TG and its affiliates shall not be responsible for and Customer shall indemnify, defend, and hold harmless TG and its affiliates for any and all violations or alleged violations thereof, and for any and all claims, suits, losses, damages, demands, injuries, costs and expenses (including reasonable attorney’s fees and costs) arising out of or related to the 2 Glasses 1 Bottle Product.
In the event that Customer, as determined by TG in its sole discretion, is found to have violated any part of this Section 2.10., Customer’s status as an authorized purchaser and as the case may be, as well reseller of the Products shall be subject to immediate termination, and TG shall reserve all rights and remedies it may have against Customer pursuant to these T&C, any other agreement entered into or otherwise governing the relationship between TG and Customer, and applicable law.
2.11. Customer understands that TG`s ability to effect proper quality control measures, including but not limited to quality control oversight over the Brands, Trademarks and the Products, requires TG`s unfettered ability to track its inventory at all stages of the Products’ supply chain. Accordingly, Customer acknowledges and agrees that it will not under any circumstances remove, deface, obscure, cover up, or otherwise make illegible or unreadable any unique identifying label, mark, tag, scan code, or identification number (including but not limited to bar codes, RFIDs, and QR codes) that is howsoever affixed to any Product or the packaging of any Product.
In the event that Customer, as determined by TG in its sole discretion, is found to have violated any part of this Section 2.11., Customer’s status as an authorized purchaser and as the case may be, as well reseller of the Products shall be subject to immediate termination, and TG shall reserve all rights and remedies it may have against Customer pursuant to these T&C, any other agreement entered into or otherwise governing the relationship between TG and Customer, and applicable law.
2.12. TG does not provide Customers with any kind of marketing support, unless decided by TG in its sole discretion on an individual basis case by case. The granting of any kind of marketing support by TG to a Customer does not create any further claims by Customer for continued support. Customer will not be reimbursed for any kind of investments or promotional events or for any kind of promotional material regarding the Brands (see Clause 3.2.), irrespectively if Customer purchased such material from TG or from a third party.
3. Customer Obligations
Customer hereby agrees at all times to observe and abide by the obligations (the "Customer Obligations") as outlined in this Clause 3. of the T&C.
3.1. Retail Customers may sell retail Products received from TG to end-user consumers. Active sales to certain groups of resellers or to any kind of resellers in certain territories, which TG has exclusively reserved for itself or for third party dealers, are prohibited. TG will inform Customer respectively. Passive sales are exempted from the above restriction. Provisions in the selective distribution network remain unaffected by this Clause 3.1.
3.2. Customer acknowledges its obligation to maintain and promote the extremely high standard of the Products reputation as comprising some of the world’s finest glassware, the goodwill symbolized by the "Riedel", "Spiegelau" and "Nachtmann" brands (the "Brands"), and the associated trademarks (the "Trademarks") and trade dress and Products, and to further refrain from any conduct that could be viewed as having a negative impact on the image of the Products, the Brands, the Trademarks, TG and its affiliates, such as but not limited to, selling the Products to or via mass merchandisers or discount stores.
3.3. Customer will conduct its activities strictly in accordance with the T&C and all applicable laws and regulations.
The prices for the Products and/or services are as set out in the applicable Price Books provided to Customer by TG from time to time (the "Price Books"). TG reserves the right to change the Product assortment and/or the service assortment as well as the prices for its Products and/or services from time to time, and the prices applicable at the time an Order is placed are those that apply to the Products and services purchased. Unless otherwise stated in TG`s applicable Payment & Delivery Terms (as defined in Clause 5.1.) all prices are stated net per sales unit, EX WORKS ("EXW", INCOTERMS 2020) TG warehouse, Germany, excluding the packaging for shipment. TG issues its invoices in Euros or - at TG’s sole discretion - in another currency depending on the Customer address. Prices are exclusive of statutory VAT or other taxes, fees or duties. If VAT is payable, it will be stated separately in TG`s invoice.
5. Terms of Payment
5.1. The payment and delivery terms applicable to Customer are set forth separately in TG`s “Payment & Delivery Term Sheets” (the "Payment & Delivery Terms"), which are hereby expressly incorporated into and form an integral part of these T&C. TG reserves the right to change its Payment & Delivery Terms from time to time, with any such changes applying to future Orders placed, or to suspend fulfillment of any agreement with Customer, if in the opinion of TG such change/suspension is necessary due to Customer's financial situation or payment history.
5.2. TG may ask for a payment confirmation to be issued by a bank accepted by TG. Payment will be deemed effected as soon as TG is able to freely dispose of the same at its registered office. If payments are effected in freely convertible currencies other than the invoicing currency, Customer will bear the exchange rate risk. Any bank charges are at Customer's expense. Customer acknowledges its obligation to pay default interest of 11% p.a. as of the due date. Any claims, counterclaims or claims for compensation of Customer shall not entitle Customer to any extension of the period stipulated for payment.
5.3. An eventually granted cash discount may only be deducted, if all outstanding invoices have been fully paid by Customer.
5.4. TG is not obliged to accept checks or bills of exchange; they will only be credited as payment subject to them actually being honored to the value to which they are at disposal. All costs incurred in connection with acceptance of bills of exchange or checks, in particular discounting charges and interest, shall be borne by Customer.
5.5. Each delivery by instalment shall be deemed an independent transaction for billing and payment purposes.
5.6. In the event of default in payment under these T&C by more than sixty (60) days, TG may suspend all deliveries until the full outstanding amount has been credited to TG’s account. Although TG may accept new Orders, these will not be processed and/or delivered.
5.7. If (a) Customer defaults in payment under these T&Cs by more than sixty (60) days OR (b) all or substantially all of the assets of Customer are sold or otherwise transferred; OR (c) there is a change in control with respect to Customer; OR (d) the legal form of Customer is changed; OR (e) in the reasonable opinion of TG, Customer’s financial situation changes or deteriorates materially (e.g. a bill of exchange or cheque provided by Customer is not honored); OR (f) at any time TG considers (acting reasonably) that Customer is a credit risk, THEN: (g) all outstanding accounts receivable, also under bills of exchange, will become due for payment immediately irrespective of their due date and (h) TG shall be entitled to terminate or cancel all current contracts and/or confirmed Orders, request damages in lieu of performance, stop any or all deliveries, require proper security before making any delivery or effect delivery only against full cash amount payable on delivery (if Customer has already advanced any payments in relation to terminated or cancelled Orders, TG will refund those amounts or allocate/offset them accordingly); and (i) TG will retain title to Products that have not been paid for as described under Clause 12. and TG may ascertain and collect any such Products that are in the possession, custody or control of Customer.
6. Delivery and Passing of Risk
6.1. Unless otherwise stated in TG`s applicable Payment & Delivery Terms or agreed in writing by TG, all deliveries will be effected EX WORKS ("EXW", INCOTERMS 2020) Tiroler Glashütte warehouse, per address RSN Logistik GmbH, Weiden i.d. Of., Germany.
6.2. Unless otherwise stated in TG`s applicable Payment & Delivery Terms, if so requested by Customer and agreed in writing by TG, Products can be shipped to a different destination. Save where otherwise agreed, TG is entitled to determine the kind of shipment (in particular the forwarding agency, shipment route, packaging). Products will be shipped at Customer’s sole cost and risk.
6.3. If Products are shipped to a different destination upon Customer’s request, the risk shall pass to Customer on the Products` surrender to the person designated to carry out shipment. Customer shall assume all risk to Products during transportation thereof, TG shall not be obligated to replace or credit Customer for Products that are stolen, lost, broken, damaged, or otherwise altered during or as a result of their transportation, and Customer shall be solely responsible for filing any and all claims for loss or damage with the responsible entity or entities.
6.4. Deliveries will be made by TG according to its operational capabilities. Communicated lead-times are estimates only and are not binding; lead-times for Special Orders and Limited Editions will be communicated to Customer on a case-by-case basis and are estimates only and are not binding. To the extent permitted by law, TG will not be liable for its failure to make any delivery by the estimate date. Any claims for damages due to non-performance or delayed performance are excluded, and Customer waives any and all claims against TG and its affiliates for damages and other liabilities arising from or due to TG`s actual or alleged non-performance or delayed performance.
6.5. TG will perform subject to unforeseeable events or events independent of the intention of the parties. TG will not be responsible for any delay or failure to perform its obligations under these T&C or otherwise, which arises out of or is due to unforeseeable events or events independent of the intention of the parties, such as events of force majeure ("Force Majeure Event"), including, by way of example and not of limitation, all events of pandemics, epidemics, war, terrorist actions, interventions and prohibitions of official authorities, delays in transport and customs clearance, transport damage, inclement weather, lack of energy, financial crises, labor conflicts as well as delays in delivery on the part of TG`s suppliers for any reasons. Delivery times will be prolonged where any event mentioned above occurs. Delivery times will also be prolonged, where any Force Majeure Event occurs at TG `s suppliers. The agreed payment terms are not changed thereby.
6.6. Retail Products are shipped in brown master packs (order units). The master pack is only to protect the retail Products and is not designed to be used as shippable outer carton and may not be used as such. Any other use of the master pack, in particular its use for shipping, is the sole responsibility and risk of Customer.
6.7. The cost of any special packing and packing materials used in relation to the Products are at Customer’s sole expense notwithstanding that such cost may have been omitted from any Price Book or quotation. Customized packaging is subject to the signing of a separate Packaging Agreement.
6.8. Regarding Special Orders, TG reserves the right to supply the quantity deviations of +/- 5% of the quantity ordered (the "Permitted Deviation"), which is customary within the industry. Provided that TG`s fulfillment of any Special Order is within the Permitted Deviation, the quantity actually delivered shall be paid for by Customer in full.
6.9. If Products are to be picked up by Customer at a TG warehouse, Customer shall pick up the Products comprising such Order within ten (10) business days after having receipt of notice from TG that Products comprising such Order are ready for Customer’s pick up. If Customer fails to pick up such Products within this ten (10) day window, TG is entitled to charge warehousing fees.
7. Partial Delivery
Deliveries by instalments (i.e. partial deliveries) shall be permitted and may be invoiced. If TG delivers any of the Products by instalments, and any one of those instalments is defective/non-compliant for any reason (as defined in Clause 8.), it is not a repudiation of the contract of sale formed by the T&C.
8. Notice of Defects/Non-Compliance, Warranty
8.1. Any defect claims or non-compliances with the contract must be made in writing within twenty-eight (28) days from the date of delivery of the Products and in any event prior to their use or re-sale, including a detailed description and photos of the defect or the non-compliance; otherwise the Products are deemed accepted by Customer.
8.2. Customer shall assume all risk to Products during transportation thereof. TG shall not be obligated to replace or credit Customer for Products that are stolen, lost, broken, damaged, or otherwise altered during or as a result of their transportation, and Customer shall be solely responsible for filing any and all claims for loss or damage with the responsible entity or entities.
Any defects or non-compliances caused as result of a Force Majeure Event shall be excluded from TG’s warranty.
8.3. "Nachtmann" and "Spiegelau" and "Riedel" glasses sold by TG are according to DIN EN 12875-1:2005 dishwasher-proof. For glass clouding a warranty of 2 (two) years as of the respective production date (bottom stamp) is granted. No warranty is provided for mechanical damages to the surface.
8.4. Customer acknowledges that deviations may occur between Products from the same series for technical reasons and because of the materials used in the course of the production of glass products, in particular with respect to size, weight, ovality, or the vertical axis according to the relevant technical drawings, which cannot be influenced by TG. Handmade Products or handmade Product parts may be subject to sample and size deviations. Therefore, all such deviations between Products, in particular compared to earlier deliveries of the same Product, do not constitute a defect.
8.5. In case of a valid claim in respect of any defective/non-compliant Product, TG will, at its sole discretion, either arrange delivery of a replacement Product (subject to its operational capabilities) or issue a credit note for the price paid by Customer to TG for the defective/non-compliant Product, but not both. If TG chooses to arrange delivery of a replacement Product, Customer is required to return the defective/non-compliant Product at Customer's cost and risk to the warehouse determined by TG. Any and all other warranty claims of Customer shall to the extent permitted by law be excluded.
8.6. The rights relating to defects do not apply in case a defect arises because Customer fails to observe TG`s or a TG manufacturer’s Product or Product packaging instructions or recommendations, in particular instructions for processing or use of the Product, or generally accepted Product use practices.
9. Limitations of Liability
9.1. Where liability for damages is subject to fault, TG`s liability for damages - irrespective of the legal grounds – shall in each case be limited in accordance with this Clause 9.
9.2. TG shall not be liable if and to the extent that Product instructions and/or recommendations, in particular instructions for processing and use of the Products and/or the Product packaging, and/or generally accepted Product use practices are not observed by Customer, unless Customer furnishes proof that the damage would have occurred even if the Product or Product packaging instructions and recommendations had been observed. Further, TG shall not be liable for any damage or loss resulting from the purchase, handling, storage, packing, labelling, distribution, promotion, use or sale of the Products by Customer.
9.3. TG shall only be liable for damage to the extent that the damage was caused by TG by gross negligence or willful intent. Liability for slight negligence is excluded, except in the case of personal injury. In such cases, however, TG`s liability shall be limited to the foreseeable and typical damage.
9.4. The burden of proof lies with Customer.
9.5. In all other respects, TG`s liability is excluded and Customer shall not be entitled to, and releases TG from, any additional claims, in particular for compensation of indirect damage or loss or consequential damage or loss of profits, goodwill revenue, savings or opportunity, whether in contract, tort (including negligence) or otherwise. For clarification, the cost of making a claim under this warranty will be borne by Customer.
9.6. Decorations of any kind not been made or commissioned by TG, such as engravings, silk-screenings etc., are the sole responsibility and risk of Customer. TG will not be responsible and shall be excluded from any warranty whatsoever, especially but not limited to that heavy metals or other dangerous materials are applied, or if the material used is not water-resistant or dishwasher-proof. Customer shall indemnify and hold TG and its affiliates harmless from any and all claims, suits, losses, damages, demands, injuries and expenses (including reasonable attorney`s fees) arising out of or related to any claims made against TG based on any decorations (such as engraving, silk-screening, etc.) made to the Products by Customer.
9.7. Except as provided in the T&C, TG makes no warranties or representations as to the Products or services to Customer or to any other person. All implied warranties, including but not limited to implied warranties of merchantability and fitness for a particular purpose are hereby expressly excluded to the extent permitted by law.
Unless due to their defectiveness or non-compliance Products are returned in accordance with Clause 8, all returns are subject to TG’s prior written approval and subject to the exclusions as set out in these T&C. Special Orders, Limited Editions, Products that were un-packed from the original boxes, 2 Glasses 1 Bottle Products, Products that have Authorized Packaging Changes or are engraved, decorated or are personalized in any other way cannot be returned and will not be reimbursed. Returned Products must be part of the current Price Books and in mint, resalable condition, packed in the original undamaged boxes and in the original sealed master packs. Returns must be shipped within thirty (30) days after having received TG’s written prior approval and shall be delivered to the warehouse defined by TG, freight, risk and costs at Customer's expense and responsibility. For Products returned in accordance with these provisions and such Products not being defective/non-compliant under Clause 8, the EXW TG warehouse, Germany, Product net price paid by the Customer for the respective purchase will be credited minus a 15% restocking and handling fee. Any returns not in conformity with the foregoing may be refused by TG and will be not reimbursed.
11. Intellectual Property Rights
11.1. TG or TG`s licensors hold any and all rights, titles, good-will, and interest of any nature whatsoever, including but not limited to any and all intellectual property rights, in particular copyrights, trademarks, trade secrets, design patent, patent rights and/or design rights, relating to the Products, the Product designs, the glassware samples and the glassware sample designs and prototypes, including, but not limited to, the respective drawings, tools, shapes and molds.
11.2. Any and all tools, molds, drawings, plans and prototypes provided to a Customer are the sole property of TG, including but not limited to any and all intellectual property, even if Customer bears the costs of their acquisition in part or in full, and will not be handed over at the end of any kind of cooperation or contract.
11.3. Customer is entitled to the restricted use of the Brands and/or Trademarks affixed to the Products or their packaging in its unchanged and originally packed form, in order to identify the Products. By doing so, Customer does not acquire any rights or licenses to the Brands or the Trademarks, or any other proprietary material of TG or its licensors. Customer undertakes to refrain from any other use.
11.4. Any use of the Brands, the Trademarks or of any other intellectual property of TG or of TG`s licensors, as well as photos or videos thereof, in publications, electronic (internet) advertising, social media pages, or printed matter is only permitted upon prior written authorization of TG. In addition, Customer undertakes not to use any marks or signs that are likely to be confused with those of TG or of TG`s licensors, or with "Riedel", "Spiegelau" or "Nachtmann" or similar marks or signs or to have them protected in whatever form, in any jurisdiction.
11.5. Any and all materials and related documentation TG provides to Costumer hereunder or through any contract together with any and all rights, titles and interests in the intellectual property, including but not limited to the Brands, the Trademarks, or any other proprietary material of TG and its licensors as well as all goodwill and copyright, in and arising from the Brands and the Products, vested therein or related thereto, remain the sole and exclusive property of TG or its licensors. Documents such as catalogues, brochures, illustrations, photos, videos, and the like as well as samples and designs remain at all times the intellectual property of TG or TG`s licensors, protected by the relevant statutory provisions regarding reproduction, imitation, competition, etc. Customer undertakes not to make such material and documents available to third parties, either in whole or in part, without TG`s prior written authorization or to use them for any purpose apart from the purpose for which they were handed over to Customer.
In case an authorization is granted that allows Customer to make such material and documents available to third parties, Customer shall be obliged to impose all obligations arising out of these T&Cs upon such third party. Customer remains liable to TG for any acts or omissions of such third party, and Customer shall hold TG and its affiliates harmless from any and all claims and expenses (including reasonable attorney`s fees) arising out of or related to any such acts or omissions. If no Order is placed, Customer must return all material and documents.
11.6. Any use of the Brands or of any intellectual property rights of TG or of TG`s licensors on social media platforms such as Facebook, Twitter, Instagram, TikTok etc. or any setting up of a "Riedel", "Spiegelau" or "Nachtmann" account on such social media platforms shall only be permitted upon prior written consent of TG.
12. Retention of Title
12.1. TG shall retain title to the Products and samples delivered until full payment is received for such Products by TG.
12.2. However, Customer is entitled to resell the Products in ordinary business in the usual way customary in the trade. If Products, which have not been paid for yet are sold, Customer shall assign the claim thus arising vis-à-vis third parties to TG. TG shall be entitled to disclose the assignment. Customer shall immediately make available to TG all information required in order to pursue all claims and agrees to comply with all formalities that may be necessary for a valid assignment.
12.3. Customer is not entitled to pledge or hand over Products of TG that have not been paid for as security. Customer is obliged to claim the title of TG to the Products in relation to third parties and to notify TG immediately in writing if third parties assert claims with respect to the Products or if execution is initiated.
If any provision of the T&C is deemed ineffective or adjudicated to be invalid by a competent authority, the validity of the remaining provisions shall not be affected. The Parties shall agree on a new effective provision which comes as close as possible to the commercial purpose of the ineffective provision without delay.
14. Applicable Law, Place of jurisdiction
14.1. The T&C and the contract concluded with Customer including the pre- and post-contractual phases and effects shall be governed by and shall be interpreted in accordance with Austrian law, excluding its conflict of law rules and the provisions of the UN Sales Law (CISG - United Nations Convention on Contracts for the International Sale of Goods).
14.2. The exclusive jurisdiction of Kufstein District Court, Austria, or Innsbruck High Court, Austria, (depending on jurisdiction over subject) is agreed for any and all disputes arising from or in relation to the contract concluded with Customer or the T&C underlying the contract, including the pre- and post-contractual phases and effects. However, TG is free to sue at Customer’s registered office.