General terms and conditions of order and payment the    

Allegra Trails GmbH

Validity/Offers/Termination

1. These General Terms and Conditions apply to all – including future – contracts with entrepreneurs, legal entities under public law and special funds under public law for deliveries and other services, including
Contracts for work, services, advice, suggestions and other ancillary services. The purchaser’s purchasing conditions are
will not be accepted even if we do not expressly object to them again after receipt.
2. Our offers and information in connection with deliveries are subject to change without notice. Any liability on our part is limited to
Clause XVI No. 1 and 2 are excluded. Verbal agreements, promises, assurances and guarantees of our employees in
in connection with the conclusion of the contract only become binding upon our confirmation in text form. This applies in particular to
Directed work. The documents associated with our offers, such as drawings, illustrations, performance and consumption data
or are only approximate information and, unless otherwise provided, are not considered as specially agreed properties. We reserve the right to make design-related changes.
3. We reserve the right of ownership and copyright to cost estimates, drawings and all other documents; they may not
may not be made accessible to third parties or used for their purposes.
4. In case of doubt, the most recent version of the Incoterms shall be decisive for the interpretation of commercial terms.

II. Prices

1. Prices are exclusive of statutory VAT.
2. If taxes or other third-party costs included in the agreed price change later than four weeks after conclusion of the contract, or
If new problems arise, we are entitled to change the price accordingly.

III. Payment and settlement

1. Invoicing is carried out with each delivery/work/service in text form via email. This also applies to partial deliveries.
2. Unless otherwise agreed or stated in our invoices, payment is due immediately after delivery without any discount
and in such a way that we can dispose of the amount on the due date. The customer shall bear the costs of payment transactions.
The purchaser shall only be entitled to a right of retention and a right of set-off to the extent that his counterclaims are undisputed.
or have been legally established.
3. If the payment deadline is exceeded or in case of default, we will charge interest at a rate of 9% points above the respective base interest rate,
unless higher interest rates have been agreed. The right to claim further damages for delay remains reserved.
4. The customer shall pay the invoice no later than 30 days after the due date and receipt of the invoice / payment statement or the due date and receipt of the
Performance in default. The customer is not in default as long as the performance is not carried out due to a circumstance for which he is not responsible
has.
5. If it becomes apparent after conclusion of the contract that our claim for payment is jeopardised by the customer’s inability to pay
or if the payment of due invoices or agreed instalments is not made on time, the deadline is deemed to have been missed. We are then
also entitled to demand payment of all outstanding claims arising from the current business relationship with the customer.
These rights extend to all other outstanding deliveries, works and services from the business relationship with the
Customer. In addition, we are entitled to withdraw from the contract in accordance with the statutory provisions in the aforementioned cases.
If the customer withdraws from the contract for the reasons mentioned above, we shall be entitled, without prejudice to other claims, to demand a contractual penalty in the amount of
of 10% of the order amount leading to the withdrawal.
6. An agreed discount always refers only to the invoice value excluding freight and requires the full settlement of all
due liabilities of the customer at the time of discounting.
7. Any claims of the customer against his insurers or other debtors assigned to us shall be made exclusively to
For the sake of fulfillment.

IV. Execution of deliveries, delivery periods and dates, installation, acceptance
1. Our delivery and installation obligation is subject to correct and timely delivery by ourselves, unless the incorrect
or delayed delivery is our fault. The timely production of the work is also subject to the
timely production of preliminary work necessary for the production of the work by the customer, his vicarious agents and/or third parties.
Any delay in the production of necessary preliminary work, regardless of the reason for the delay, shall be at the expense of the customer,
regardless of whether the latter is responsible for the delay.
2. Information on delivery and installation times is approximate. Delivery and installation periods begin on the date of our order confirmation and
are only valid under the condition of timely clarification of all details of the order and timely fulfilment of all obligations
of the purchaser, such as providing all official certificates, issuing letters of credit and guarantees or providing
Advance payments, plans, construction drawings, transfer of land, building elements, objects and/or materials, to or
with which the commissioned work is to be performed.
3. We are not obliged to provide engineering, landscape architecture and architectural work unless this is agreed between the parties.
expressly agreed.
4. We are entitled to pass the order on in whole or in part to other contractors (subcontractors) for execution.
5. Our facilities are constructed in accordance with the rules of the Allegra Trail Construction Standard. This Trail Construction Standard is included in the offer
is attached in text form and is part of the contract.
6. If it is agreed that the trail constructed by us is to be operated by the customer himself, this operation is at his own risk and
costs. He bears full responsibility for the operation, in particular he must ensure that only trained employees are involved in the operation
and all persons using the trail are adequately instructed beforehand. Should we be required to pay compensation for any damage
If third parties make claims in connection with the operation of the trail by the client, the client shall
to hold harmless and indemnify us.
7. Events of force majeure entitle us to postpone the construction of trails or the provision of other services, in particular marketing services, for the duration of the hindrance and a reasonable start-up time. This also applies if such
Events occur during a current delay. Force majeure is any external, unforeseeable and
uncontrollable event that cannot be prevented even with the utmost care. Force majeure includes adverse
Weather conditions, adverse vegetation, adverse soil conditions, monetary, trade and other sovereign measures,
Strikes, lockouts, operational disruptions for which we are not responsible (e.g. fire, machine breakdown, shortage of raw materials or energy),
Obstruction of traffic routes, delays in import/customs clearance, lack of local labour, as well as all other
Circumstances which, through no fault of our own, make construction significantly more difficult or impossible.
It is irrelevant whether these circumstances occur at our company, the supplier or a sub-supplier. If, due to the above-mentioned events, the
Execution of the contract is unreasonable for one of the contracting parties, in particular the execution of the contract is delayed in
essential parts by more than 6 months, this party may declare the contract terminated.
8. The customer is obliged to accept the work immediately after completion.
9. The customer is obliged to provide a receipt in the form of a receipt issued by us upon acceptance of the work, provided that it is free from defects.
Upon signing the receipt, the work is deemed to have been
removed.
10. A work shall also be deemed to have been accepted if we have set the customer a deadline of 7 days after completion of the work for acceptance and the customer has not refused acceptance within this deadline by stating at least one defect.

V. Special obligations of the purchaser

1. The customer undertakes to comply with the legal regulations in connection with the order placed with us.
If the customer violates the obligations according to sentence 1, he is obliged to compensate us for any damage resulting from this.
2. The customer shall, on his own initiative and at his own expense, be responsible for all the work necessary for the performance of the work undertaken by us under the contract.
official permits, such as those relating to construction, trade, nature conservation, landscape protection and environmental protection, as well as
water law permit, and the necessary consents of third parties whose legal spheres are affected by the work
Should we be held liable for such a reason, the customer shall indemnify and hold us harmless
hold.
3. Unless otherwise agreed, the customer shall provide us with the necessary equipment and auxiliary materials (e.g. winches, rails, water, electrical
energy, etc.) in a timely manner and free of charge, even if a flat rate has been agreed. The costs for our services,
Any necessary preparations by the customer, e.g. structural measures, must be completed before our employees arrive.
4. The customer must take all security measures necessary to protect persons and property insofar as these concern property or
The customer has an increased duty to warn and inform (e.g. danger zones). He has to
Employees must be informed of these to the extent that this is necessary for their work. This applies in particular to systems or work in
Areas where there is a risk of explosion, as well as the presence, location and routing of cables of any kind,
especially water and electricity lines.
5. The customer must provide us with all documents required for our performance (e.g. pipe and installation plans and permits, static
calculations and the like) on his own initiative. He must also support us in providing our services,
in particular to allow unhindered access to the place where we are to provide the service and to assign an employee,
for the operation, maintenance or monitoring of the system or parts of the system on which our service is to be provided,
is authorized and qualified. If he fails to comply with these obligations, he shall be liable to us for all damages resulting therefrom and shall indemnify us
at the same time released from any liability.
6. If the contract concluded between the parties includes the construction of mountain bike or hiking trails or other facilities
the customer must make the boundaries of the property on which the system is to be built easily visible to us.
The customer shall indemnify us against claims by third parties arising from the omitted or incorrect identification of property boundaries
arise.
7. The customer must strictly adhere to any usage/safety instructions we may provide for trails. This applies
also for usage/safety instructions given after acceptance. Usage/safety instructions given by us before or at the time of conclusion of the contract
Safety instructions become part of the contract unless otherwise agreed.
8. The customer grants us all rights with regard to the work performed that are necessary to use it for communication, advertising and training purposes.
9. If the customer realises that his own information and requirements are incorrect, incomplete, unclear or not feasible, he must inform us of this and the consequences he can foresee immediately.
10. The customer is obliged, after prior agreement, to reimburse the costs of necessary technical measures that go beyond the agreed scope of services.
11. If the customer changes or cancels orders, work, plans and the like, or changes the conditions for the provision of services, he will reimburse us for all costs incurred as a result and release us from all liabilities to third parties.

VI. Special provisions for repairs and maintenance work

1. We are entitled to refuse services and not to carry them out if they do not meet our standards, in particular the Allegra Trail Standard.
2. If an assessment of the feasibility of a repair/maintenance or an offer (cost estimate) for the repair/maintenance is requested and the object must therefore be inspected on site or further inspections must be carried out, we must be reimbursed for the costs incurred, including any third-party costs and the costs of sending personnel, if no order is subsequently placed.

VII. Duration / termination of service contracts

1. Termination of employment contracts must be in writing.
2. In the event of a breach of contract by the client, we have the right to deny access to the provided
Services. A blocked or terminated client is not permitted to gain access to our
Services or attempt to do so.
3. Prepaid fees or remuneration will not be refunded in the event of an unjustified termination.
4. Upon termination of the contract, all rights of use to the services provided by us expire. Access to the services will be
blocked upon termination.

VIII. Rights of use in marketing contracts

1. If the customer uses our marketing work outside the scope of the contract, such as:
– outside the area specified in the contract (spatial extent) and/or
– after termination of the contract (temporal extension) and/or
– in modified, expanded or rearranged form (expansion of content) and/or
– through use in other advertising media,
We may charge an appropriate market fee for this.
2. We are entitled to all rights to our services and their labeling, including patent, copyright, trademark, license rights or other protective rights or rights, and may only be used by the client in accordance with the contract within the framework of the express contractual agreements, in the manner expressly stipulated in the contract and for the contractually applicable period.
3. Apart from the rights of use or other rights expressly granted herein, the Client shall not be granted any further rights of any kind, in particular to the company name and to industrial property rights such as patents, utility models or trademarks, nor shall we be under any obligation to grant such rights.
4. If the client provides ideas and suggestions, we may use them free of charge to develop, improve and sell the products from their portfolio.
5. If the client orders customized services, he transfers to us all rights required for implementation and use, in particular trademark, copyright and other intellectual property rights for the duration of the intended purpose.

IX. Confidentiality of data and trade and business secrets, reference

1. The customer must treat all information provided to him in connection with the order and all other data of which he becomes aware, as well as operational and business secrets, as confidential and impose this obligation on his employees; in particular, he must not pass them on to third parties or make them accessible in any other way.
2. We may name the client as a reference customer on our website or in other media and contexts. 3. The client is only permitted to name our company as a reference with our prior written consent.

X. Protection of intellectual property
To the extent that work results are subject to copyright, we as the producer remain the authors. In these cases, the client only receives the limited, temporally and geographically restricted, revocable, exclusive and non-transferable right to use the work results, unless otherwise agreed in the contract. We reserve the right to archive work and drafts and to use them as a reference.

XI. Copyright and trademark rights

1. The Client declares that he is in possession of the copyright and/or
trademark rights or, if he is not the author and/or trademark owner himself, has obtained a
permission for the use of the images, trademarks and/or names. We do not check whether the
Client is in possession of the copyright and trademark rights required for the services to be provided. Liability towards third parties
In relation to copyright and/or trademark claims, the services ordered are therefore subject to Section XVI
No. 1 and 2 are excluded. Should the services ordered violate copyright and/or trademark law, the
The client is obliged to release us from liability in the event of a breach of the aforementioned obligation.
to indemnify the rights holder.
2. The Client acquires upon full payment of the agreed remuneration for the contractually agreed period and in the contractually agreed
the agreed extent, the rights of use for all work produced by us within the scope of this order. This transfer of
Rights of use apply, to the extent that a transfer is possible under Swiss law, to the agreed use in the territory of Switzerland.
Uses that go beyond this area require an agreement in writing as part of the order or a separate
Additional agreement in text form. Rights of use for work that has not yet been paid for at the time of termination of the contract remain
subject to any other arrangements made with us.
3. We may sign the advertising materials we develop in an appropriate and industry-standard manner and use the order placed for self-promotion
publish.
4. The transfer of granted rights of use to third parties and/or multiple uses are, unless regulated in the initial order,
are subject to a fee and require our consent in writing. The client is obliged to obtain the necessary consent before
of the intended transfer and must inform us in writing within 14 days after the transfer of the rights of use has taken place.
to be informed about this process.
5. Without prejudice to the above provisions, we are entitled to information about the extent of use.

XII. Liability for material defects

1. The warranty period is one year from acceptance of the work. The warranty period is not extended by replacing the item or parts or components of the item.
2. In order to detect any defects at an early stage, the customer must carry out an inspection immediately after setting up mountain bike or hiking trails or other facilities. The successful completion of such a test run is considered acceptance.
3. Material defects in the work must be reported immediately, at the latest seven days after acceptance, in text form by email. Material defects that
cannot be discovered within this period even with the most careful inspection, must be reported in writing by email immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, with any processing or treatment being stopped immediately. In the event of an insignificant reduction in the value or suitability of the work, our liability for material defects shall be excluded.
If the work has already been resold, processed or modified, the customer is only entitled to a reduction in price.
4. After the agreed acceptance of the work by the customer has been carried out, any complaints about material defects that could have been identified during the agreed type of acceptance are excluded.
5. The Purchaser must provide evidence of the defectiveness of the work at the time of acceptance.
6. If the complaint is justified and submitted within the deadline, we can, at our discretion, either remedy the defect or install or construct a defect-free item (subsequent performance). If the subsequent performance fails or is refused, the customer can reduce the remuneration for the work or withdraw from the contract after setting and unsuccessfully expiring a reasonable deadline. If the defect is not significant, the customer is only entitled to a reduction in price.
7. If the customer does not immediately give us the opportunity to convince ourselves of the material defect, in particular if he does not immediately make the object in question available upon request, all rights due to the material defect shall lapse.
8. We will only assume expenses in connection with subsequent performance if they are reasonable in the individual case, in particular in relation to the remuneration for the work, but in no case more than 150 % of the order value. Excluded are costs incurred by the customer for the
Self-remedy of a defect without the legal requirements being met. We assume the costs incurred as a result of the sold work being transported to a location other than the customer’s registered office or branch.
unless this would correspond to their contractual use.
9. We do not provide a guarantee for a specific purpose or a specific suitability of the work, unless otherwise expressly agreed in writing; otherwise the risk of use and application lies exclusively with the customer.
10. We do not accept any liability for damage to mountain bike or hiking trails or other facilities caused by force majeure. Adverse weather conditions, in particular precipitation, lightning strikes, fire, avalanches and mudslides, are considered force majeure.
11. If we have to fulfill according to drawings, specifications, samples, etc. of the customer, the customer assumes the risk of suitability for the intended purpose.
12. We do not provide any warranty for deviations of our services from the agreed quality that are tolerated by ÖNORMEN, EN or DIN or are otherwise customary in the trade.
13. In the case of repair and maintenance work, our warranty is limited to the services provided. We only provide a guarantee for the proper functioning of a system or similar whose components were not exclusively supplied by us
Warranty if we have committed ourselves in writing to the manufacture of the entire system (mountain bike / hiking trail / pump track or the like) despite the provision of components by the customer or by third parties and if the faulty function is neither based on incorrect nor incomplete information provided by the customer.
14. Replaced items, parts or components become our property. We will not reimburse the costs of any repairs or attempts to repair defects made or attempted by the customer or a third party.
15. The customer is not entitled to withhold payments due to warranty claims or other counterclaims not recognised by us.
16. Liability for factual statements contained in the advertising measures about the customer's products and services and the patent, copyright and trademark protection or registrability of the ideas, suggestions, proposals,
Concepts, drafts, etc. are excluded in accordance with Section XVI Nos. 1 and 2. The client releases us from all obligations that third parties assert against us due to a breach of this responsibility of the client.
Furthermore, we are permitted to prevent the use of the content.

XIII. General limitation of liability

1. We are liable for breach of contractual and non-contractual obligations, in particular for impossibility, delay, fault in the initiation of the contract and unlawful acts as well as warranty claims – also for our senior employees and
other vicarious agents – only in cases of intent and gross negligence. 2. These restrictions do not apply in the event of a culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is endangered and the damage is a typical contractual damage that was foreseeable at the time the contract was concluded.
in cases of mandatory liability under the Product Liability Act, in cases of damage to life, body or health, and also if and to the extent that we have fraudulently concealed defects in the work or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
3. Unless otherwise agreed, contractual claims against us by the customer arising from or in connection with the
Production of the work, one year after acceptance of the work, unless they include compensation for physical injury or damage to health or typical, foreseeable damage or are based on intent or gross negligence on the part of the customer.
Our liability for intentional and grossly negligent breaches of duty remains unaffected. In cases of subsequent performance, the limitation period does not begin to run again. XV No. 1 remains unaffected by this.
4. If we are held liable by third parties for manufacturing and delivering according to drawings, samples, models or other documents provided by the customer, the customer shall indemnify and hold us harmless.
5. When using the systems and other items supplied or installed by us, the customer is obliged to strictly adhere to all existing regulations, technical provisions, installation instructions, operating and user manuals for protection against hazards and to only use authorised specialists when using them.
6. Furthermore, the customer undertakes to inform us immediately of any liability cases and to provide us with the necessary documents.
7. The client is responsible for the content he makes available. This responsibility is governed by general laws and regulations, in particular the liability provisions of this agreement. The risk of the legal admissibility of the project measures carried out is borne by the client.

XIV. Insolvency

If insolvency proceedings are opened against the customer's assets and the right under Section 78 IO is exercised, or if the opening is not possible due to a lack of
We are entitled – without prejudice to our other rights – to demand payment from the buyer in accordance with the statutory provisions.
to withdraw from the contract.

XV. Place of performance, jurisdiction and applicable law

1. The place of performance for our deliveries is our company headquarters. The place of jurisdiction is, at our discretion, the headquarters of our company or
the place of business of the purchaser.
2. In addition to these terms and conditions, all legal relationships between us and the customer shall be governed exclusively by Swiss
Law. The provisions of the Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) do not apply
Application.

XVI. Miscellaneous

1. Unless another form is contractually stipulated, correspondence between the contracting parties takes place in text form via email. Verbal correspondence is not legally binding unless the parties agree otherwise or there is imminent danger for the mutual economic interests or legal interests of the parties. This does not apply to correspondence that is contractually required to be in text or written form. Consent to communication via email is granted upon conclusion of the contract without the need for further regulation.
2. Should individual provisions of the contract with the customer, including these general terms and conditions, be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions.
The ineffective provision shall be replaced by a provision whose economic success comes as close as possible to that of the ineffective one.

Status: 05/2020