GENERAL TERMS AND CONDITIONS

of Bürzle und Pacher Petfood GmbH, hereinafter referred to as myLILO.

Scope

Contractual basis. myLILO enters into contracts and provides services exclusively on the basis of the written offers prepared by myLILO, as well as the respectively valid version of any service descriptions included in the offer (e.g. individual documents or general brochures), price lists, and these General Terms and Conditions.
The service descriptions, price lists and General Terms and Conditions apply—provided they are not merely project-specific (e.g. individual documents)—to all legal relationships between myLILO and the Client and therefore, from the first contract conclusion onwards, automatically form the basis for all further contracts between myLILO and the respective Client in the most current version, even if these price lists, product descriptions and
General Terms and Conditions are no longer expressly referred to.

Future changes. Changes to myLILO’s service descriptions, price lists and General Terms and Conditions will be notified to the Client in writing and are deemed agreed if consumers do not object within four weeks or businesses do not object within two weeks.
From the effective date of the new agreement, the changes to the General Terms and Conditions also apply to all other contracts still in progress.

Additional agreements. All forms of additional agreements, both before the contract is concluded and during the term of the contract, must be in writing to be valid. For businesses, this also applies to any deviation from the written-form requirement.

Contract components on the Client’s side. Specifications from the Client regarding the scope of services become part of the contract—even if myLILO is aware of them—only if myLILO integrates them into the offer or otherwise expressly accepts them, for example by referencing these specifications.
Legal-forming elements originating from the Client, such as general terms and conditions or contractual clauses, become effective—even if myLILO is aware of them—only if myLILO accepts them with an additional note expressly covering these legal texts (e.g. “T accepted”). Otherwise, myLILO expressly objects to the inclusion of legal-forming elements such as the Client’s general terms and conditions or contractual clauses.
The mere acceptance by myLILO of specifications regarding the Client’s scope of services therefore does not constitute acceptance of the Client’s legal texts, even if these specifications contain legal-forming elements (e.g. “Our T apply.”).

Procedure in the event of contradictions. In the event of contradictions between the offer, any service descriptions (project-specific documents, general documents), any
price lists and myLILO’s General Terms and Conditions, these apply in the order stated. The more individual components therefore automatically amend the more general components of the contract. In the event of contradictions between contract elements of myLILO and contract elements of the Client, all contract elements of myLILO take precedence.

Procedure in the event of invalidity for businesses. Should individual provisions of the contract be invalid or unenforceable, then in contracts with businesses the invalid provision shall be replaced by a valid provision that comes closest to the economic intent and purpose of the invalid provision.

Conclusion of contract

Offer by myLILO. Offers from myLILO to the Client, e.g. in the form of an individual offer to the Client or a non-individualized offer such as an order form, catalogue or webshop, are without exception subject to change and non-binding.

Offer by the Client. If the Client places an order on the basis of an offer or unsolicited, i.e. without a prior offer from myLILO—for example for additional orders in
ongoing business relationships—the Client, as a business, is bound by it for two weeks, or as a consumer for one week, from receipt by myLILO.
Acceptance by myLILO. The contract is therefore always concluded only upon acceptance of the order by myLILO. Acceptance is generally by order confirmation, unless myLILO indicates acceptance of the order, for example by commencing performance in a manner apparent to the Client.
A mere confirmation of receipt of the order does not yet constitute acceptance of the order.

Receipt. If electronic means of communication or
an electronic order management system to which both parties have access is used for making offers and for acceptance, declarations submitted on working days, i.e. Monday to Friday, excluding
Austrian public holidays, between 8:00 AM and 4:00 PM are deemed received on the same day;
declarations submitted outside these times are deemed received on the next working day at
8:00 AM. Information for contracts concluded with
businesses. The information obligations of myLILO
set out in Section 9(1) items 1–4 ECG
are excluded.

Scope of services, order processing and the Client’s duties to cooperate

Place of performance for businesses. The place of performance for contracts with businesses is myLILO’s registered office.

Scope of services. The scope of the services to be provided is set out in myLILO’s written service description resulting from all contract components. Information from other sources not included in the offer (e.g. presentation documents, websites or catalogues) is not part of the service description. The Client is obliged to check the service description for compliance with its requirements. After the order has been placed, changes to the service description are only possible by mutual agreement and may in particular lead to changes in prices, deadlines and dates.

Professional performance. Unless the written service description provides otherwise, myLILO owes professional performance according to the state of affairs at the time the offer is made. Within the framework of the written service description, myLILO has creative freedom in performing the services, provided there are several professionally appropriate ways of performing them.

Substitutable services for businesses. Provided this is consistent with the objectives of the order, myLILO is entitled, in contracts with businesses, to deviate from the service description and to replace services with other equivalent services.

Third-party services. myLILO is entitled to perform the services itself or to use competent third parties to provide the services (third-party services).

Forfeiture. The Client must collect all services commissioned from myLILO or handed over to myLILO for processing in due time. If collection is not made in due time, myLILO is entitled to dispose of the services at the Client’s expense after three months in contracts with businesses or after six months in contracts with consumers.

Dates and deadlines. Dates or deadlines stated by myLILO are non-binding unless they are expressly marked as binding. Excluded from this are delivery dates and deadlines shown in the webshop for contracts with consumers.

Unforeseeable or unavoidable events. Unforeseeable or unavoidable events—especially the Client’s delay in fulfilling its obligations as well as delays at myLILO or myLILO’s contractors that are unforeseeable and unavoidable for myLILO—extend deadlines or postpone dates by the duration of the unforeseeable or unavoidable event plus the duration of the organisational measures required in such a case. myLILO must inform the Client of this in writing.

The Client’s duties to cooperate. The Client must provide myLILO immediately, without being asked and in a form suitable for further processing, with all information in writing and supply all services that are necessary for myLILO to provide the services. This includes in particular providing a contact person for contract processing, supplying documents, materials and facilities, coordinating order details, and accepting (approving) partial services and services. If the need to provide information or services by the Client only becomes known during myLILO’s performance, the Client must submit them without delay. The Client must itself check the suitability, accuracy and legality of the information and services it provides. The Client is liable for all damages resulting from defective, delayed or omitted cooperation by the Client, and in particular for any additional effort incurred by myLILO as a result. If myLILO cannot perform the services as agreed due to defective, delayed or omitted cooperation by the Client, myLILO is, without prejudice to other rights, also entitled to interrupt performance, insert other services for other clients, and only after completion of those services continue performance of the services for the Client—provided the Client has fulfilled its duties to cooperate by then—thereby shifting all dates and deadlines. If myLILO is claimed against by third parties due to an infringement of rights in connection with information or services provided by the Client, the Client must also indemnify and hold myLILO harmless and support myLILO in defending against any claims by third parties.

Scope of myLILO’s duty to review. myLILO must perform the services in such a way that the services provided by myLILO are not in themselves unlawful (e.g. use of a copyrighted work without the author’s consent). However, myLILO has no obligation to legally review the services created by myLILO for any infringement of third-party rights or for any legal violations arising from the type of use planned by the Client (e.g. using a graphic as a logo).

Scope of the Client’s duty to review. The Client must itself carry out the legal reviews to ensure that myLILO’s services meet all of the Client’s legal requirements, in particular with regard to administrative, criminal, competition, trademark, distinctive sign, design protection, copyright, personality and data protection law, or have them carried out by an appropriately trained legal expert.

Remuneration

Prices. All prices are ex works/office of myLILO for contracts with businesses in euros plus VAT; for contracts with consumers, prices include VAT at the statutory rate.

Unjustified withdrawal by businesses. If the Client, as a business, withdraws from its order in whole or in part without gross negligence or intent on the part of myLILO, myLILO is nevertheless entitled to the agreed fee. In this case, myLILO only has to credit savings from purchases not yet made. The same applies if myLILO withdraws from the contract for an important reason within the Client’s sphere.

Payment

Due date. myLILO’s invoices are due without any deduction from the invoice date. As a rule, services are provided only after full payment has been received.

Payability for online transactions. For online transactions, myLILO’s invoices must be paid when the order is placed.

Bank transfer. As a rule, payment must be made by bank transfer to the bank account. Cash payment is excluded.

Other payment methods. The Client is also entitled to use any other means of payment offered by myLILO. The account will be charged at the moment the Client makes the payment.

Agreed third-party services. myLILO is entitled to commission the third-party service at its discretion either in its own name or in the Client’s name, and either for its own account or for the Client’s account. If myLILO concludes the contract in its own name and/or for its own account, this is done exclusively in the Client’s interest for the purpose of simplifying contract and payment processing.

Retention of title. Until full payment by the Client, a retention of title in favour of myLILO is agreed for the goods delivered by myLILO until full payment of the purchase price and all related interest and costs. In the event of default, myLILO is entitled to assert rights arising from the retention of title. The Client agrees that in this case myLILO may collect the goods. Asserting the retention of title by myLILO does not constitute withdrawal from the contract unless myLILO expressly declares withdrawal from the contract. In the event the Client resells the goods, the Client assigns its claim against the buyer to myLILO for security purposes. myLILO is entitled to notify the buyer of this assignment.

Instalment payment. If myLILO and the Client enter into an instalment payment agreement, it is agreed that the entire remaining amount becomes due if even one instalment is not paid on time.

Late payment. In the event of late payment, statutory interest applicable between businesses, but at least 9% per annum, is payable for contracts with businesses; for contracts with consumers, interest of 4% per annum is payable. The Client must bear all costs and expenses associated with collecting the claim, such as in particular debt collection fees or other costs necessary for appropriate legal enforcement.

Continued late payment. After an unsuccessful reminder to the Client granting a grace period of at least 7 days, myLILO is entitled to immediately invoice and declare due all services and partial services already provided, including under other contracts concluded with the Client, and to temporarily suspend the provision of unpaid services until full payment of all outstanding fee claims. After a further unsuccessful reminder sent directly to the Client’s management and granting another grace period of at least 7 days, myLILO is entitled to withdraw from all contracts and claim compensation for lost profit. This also entitles myLILO not to perform or to discontinue services already paid for. Independently of these options, myLILO may of course also file a lawsuit in court immediately after the due date has passed.

Liability

Transfer of risk for businesses. When goods are shipped, the risk always passes to the Client as soon as myLILO has handed the goods over to the carrier. Goods are generally shipped uninsured unless the Client, at its own expense, commissions myLILO to insure the goods.

Duty to give notice of defects for businesses. After myLILO requests an interim acceptance, after handover and after commencement of live operation, the Client must accept (“approve”) the handed-over or to-be-accepted services in writing no later than within 8 days, or notify any defects or damages in writing. In the case of an interim acceptance, myLILO may only continue work after the interim acceptance/“approval” has taken place. If acceptance or notice is not given in due time, the services are automatically deemed accepted by the Client. Hidden defects or damages that occur only after the expiry of 8 days but within open warranty, guarantee or damages limitation periods must also be reported by the Client within 8 days of becoming apparent. The duty to give notice applies to all defects or damages that the Client would have had to recognise with the diligence of a prudent businessperson upon appropriate inspection. Due to the special importance of interim acceptances in preventing defects that would then carry through all further performance steps, the inspection for interim acceptances must correspond to a final, detailed and particularly careful inspection. Upon handover, the inspection must correspond to an initial, but still thorough inspection. Upon commencement of live operation, due to the special importance of commencing live operation in preventing damage during operation, the inspection must again correspond to a final, detailed and particularly careful inspection. The Client’s notice must describe the defect or damage in detail and in a comprehensible manner. For defects or damages that do not occur continuously, the exact times and conditions under which the defects or damages occur must be stated. The Client must enable myLILO to take all measures necessary to investigate and remedy the defects or damages. If the Client does not give notice of defects in due time, the assertion of warranty, guarantee and damages claims as well as claims based on other liability provisions, in particular recourse claims, by the Client is excluded.

Guarantee. If parts of the contractor’s performance are covered by a guarantee granted by a third party, this guarantee must be asserted directly against the third party (e.g. manufacturer’s guarantee). In the event of a guarantee commitment by myLILO, the period for asserting the guarantee claim begins upon handover. The guarantee claim becomes time-barred six months after the Client becomes aware of the occurrence of the guarantee case, but at the latest upon expiry of the guarantee period. If the content of the guarantee is not apparent from the guarantee commitment, myLILO is liable for the properties usually assumed.

Warranty. For consumers, the statutory provisions of warranty law apply. In addition, any guarantees or customer service services granted within the product description may also apply for consumers. For businesses, the right to warranty and the right of warranty recourse are limited to six months from handover. For used goods, the right to warranty is completely excluded for businesses. The Client, as a business, is entitled to improvement or replacement, or in the case of non-material defects also to a price reduction, or in the case of material defects also to rescission, at myLILO’s discretion. Remedying the defect does not extend the warranty period for businesses, nor does it cause it to start anew for the part of the service affected by the remedy.

Error, lesion beyond moiety for businesses. The right to contest due to error and due to lesion beyond moiety is excluded.

Damages and other claims. Claims for damages and claims based on other liability provisions, in particular recourse claims, by the Client are excluded insofar as, in contracts with businesses, they are not based on gross negligence or intent, or in contracts with consumers, not based on negligence or intent on the part of myLILO. Such claims by businesses lapse six months after knowledge of the damage and the injuring party; in any case, however, three years after the injurious act. Excluded from this exclusion of liability are claims for personal injury and claims based on other mandatory liability provisions.

Protective effect in favour of third parties. It is expressly agreed that this contract has no protective effect in favour of third parties.

Liability for agreed third-party services. Those third parties who provide the agreed third-party services are not vicarious agents of myLILO in contracts with businesses, do not act in pursuing myLILO’s interests and are therefore not included in myLILO’s risk sphere. For the agreed third-party services themselves, but not for the professional commissioning, coordination and processing thereof, any fault-based liability of myLILO is therefore additionally reduced to selection fault in contracts with businesses, and any strict liability of myLILO is excluded. If, in contracts with businesses, the third-party services are used on the Client’s instruction, i.e. selected by the Client, any liability of myLILO is excluded.

Liability for free services. Insofar as myLILO provides services or parts of services free of charge, any liability for these parts of services is excluded in contracts with businesses.

Burden of proof for businesses. A reversal of the burden of proof to the detriment of myLILO is excluded. In particular, the existence of the defect at the time of handover, the time the defect was identified, the timeliness of the notice of defects, and the existence and degree of fault must be proven by the Client.

Grace period for businesses. In the event of non-performance in accordance with the contract, the Client is only entitled to assert claims after it has granted myLILO a reasonable grace period in writing, but at least 14 days. This also applies to termination of the contract for good cause.

Withdrawal from the contract for businesses. Withdrawal from the contract by the Client must be declared in writing by registered letter.

Final provisions

Applicable law. Austrian law shall apply exclusively to all legal relationships and circumstances between the Client and myLILO, excluding the international conflict-of-law rules.

Mandatory consumer law. If, in contracts with consumers, myLILO’s professional or commercial activity is directed to the consumer’s home country, the protection afforded to the consumer by the mandatory legal provisions of the consumer’s country of residence remains unaffected by the agreed applicable law.

UN Convention on Contracts for the International Sale of Goods (CISG). The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) do not apply to contracts with businesses.

Place of jurisdiction for businesses. The place of jurisdiction for all disputes between myLILO and businesses is agreed to be the Austrian court with subject-matter jurisdiction for 8570 Voitsberg. However, myLILO is also entitled to bring an action at the general place of jurisdiction of myLILO and of the business.