General Sales Conditions (GSC)
1 Area of application
These general conditions hold for legal transactions between companies, for the delivery of wares and analogously for the provision of services.
Insofar as it has not been explicitly agreed otherwise, our GTC-Sales (GSC) made known to the contractual partner apply. Our contractual partner agrees that in the case of the use of GTC by our contractual partner, in case of doubt our conditions are to be assumed as the basis for proceeding even if the conditions of the contractual partner remain uncontested.
Actions to fulfill the contract on our part are thus not to be considered consent to contractual conditions that deviate from our conditions. If there are remaining unclarities in interpreting the contract, then the content is to be considered agreed upon that would ordinary be agreed upon in comparable cases.
Deviations from the conditions named in these GTC are only effective upon written acknowledgment by the seller. These GTC only hold insofar as nothing contrary has been agreed to in the individual contract. In case of contradictions between these GTC and the individual contract, the individual contract has precedence (the particular regulation takes precedence over the more general).
Insofar as nothing explicitly contrary has been agreed to in the offer of the seller, they are considered subject to change.
All documents on offers and products may not be copied or made accessible to third parties without the consent of the seller. They can be recalled at any time and are to be immediately returned to the seller if the contract is not concluded. Our contractual partners obligate themselves otherwise to maintain confidentiality relative to third parties concerning all knowledge arising from the business relation.
3 Contractual conclusion
Insofar as nothing has been agreed to the contrary in the offer of the seller, the contract is considered concluded only with the sending of the written confirmation of commission.
No guarantee claims can be derived nor any liabilities justified on the basis of statements in catalogs, brochures, advertising materials or other written or oral expressions. Retroactive changes and additions to these conditions require written confirmation to be valid.
4 Scope of services, execution of services
The type and scope of the services to be provided by Voxtronic are determined by the provisions of the contract concluded in the individual case.
Voxtronic obligates itself to provide these services within the limits of reasonable efforts. The scope of the services is determined by the binding service agreement in that case.
If compensation is arranged in terms of person-days, a person-day is 8 hours including travel time, which occur in the time between 08:00 and 17:00 Monday to Friday. There is no duty of service on days that are legal holidays in the place of performance of service. In case of performance of service outside of this period of time, the usual surcharges will be added.
The contractual partner can arrange desired changes or additions to the contractually arranged services with Voxtronic in written form. Voxtronic will review the desired changes in terms of their feasibility, time expenditure and costs and communicate the result to the client. The costs of this review will be charged to the contractual partner on a time and material basis. Any deadlines arranged between the contractual partner and Voxtronic will be delayed to the appropriate extent.
Service dates and deadlines are only binding if they have been described as binding in the individual contract.
If Voxtronic provides free services, these can be suspended by Voxtronic at any time without prior notice.
Voxtronic is entitled to commission third parties as subcontractors to fulfill its duties. In this case Voxtronic is responsible for the fulfillment of the obligations agreed upon in accordance with the contract and bears a responsibility to the contractual partner to only use sufficiently qualified personnel to perform the services.
The prices hold ex works or ex warehouse of the seller and do not include value-added tax, packaging, loading, removal, return or the proper use and disposal. If fees, taxes or other dues are charged in connection with the delivery, the purchaser bears these costs. If shipment with delivery is arranged, then this along with any transportation insurance desired by the purchaser will be charged separately, but does not include unloading and carrying. The packaging will only be returned upon explicit agreement.
If an order deviates from the total offer, the seller retains the right to change the price accordingly.
Prices are based on the costs at the time of the latest price offer. If the costs increase by the time of delivery, the seller is entitled to adjust the prices accordingly.
Value stability of the claim as well as incidental claims is agreed. The measure of calculation for value stability is the consumer price index proclaimed monthly by Eurostat (HVPI 2015 = 100) or another index taking the place of this. The reference figure for this contract is the index number calculated for the month of the conclusion of contract. Fluctuations in the index number upwards or downwards of up to and including 5.0% are not considered.
For repair commissions, the services considered appropriate to the purpose will be provided by the seller and charged on the basis of the expenditure. This also holds for services and supplementary services, the practicability of which only becomes clear in executing the commission, and for which there is no need for any particular communication to the buyer.
The expenditure for generating repair offers or appraisals (cost appraisal) will be charged to the purchaser. Insofar as nothing has been arranged otherwise, changes to the commission or additional commissions will be charged at the appropriate prices.
The seller is explicitly entitled to use partial invoices if the services are provided in parts.
The delivery period begins at the latest at the following points in time:
- Date of the confirmation of order
- Date of the fulfilment of all technical, commercial and other preconditions
- Date on which the seller receives a payment or security to be paid before delivery of the good.
- Authorizations from authorities and other third-parties necessary for the implementation of our systems are to be procured by the buyer. If these authorizations are not obtained in time, the delivery date is extended accordingly.
- The seller is entitled to carry out partial or preliminary deliveries and charge for them. If delivery on call has been arranged, the good is considered called at the latest 1 year after the order.
- Insofar as unforeseeable circumstances or circumstances independent of the will of the parties occur, such as cases of force majeure, which hinder the adherence to the agreed-upon delivery date, the delivery is extended by the length of these circumstances; these includes in particular armed conflicts, interventions or prohibitions by the authorities, delays in transport and customs clearance, transport damages, shortages of energy or resources, labor conflicts as well as the cancellation of suppliers that are essential and difficult to replace.
- If a contractual penalty has been agreed to between the contractual parties in concluding the contract for delivery delays, this will be paid in accordance with the following regulation, whereby a deviation from this in individual points does not affect its application otherwise:
A delay in fulfillment through the sole fault of the seller entitles the buyer to claim a contractual penalty, for every completed week of delay, of at most 0.5%, altogether not more than 5% of the value of that part of the total delivery at issue, if in consequence of the late delivery an essential part cannot be used, insofar as the buyer has accrued damages to that amount.
Further claims under the heading of heading of delay are excluded.
Insofar as acceptance of the good has been arranged, the good is considered fully accepted at the latest with the beginning of use in the course of business operations.
The seller has the right to use subcontractors for all deliveries and delivery components insofar as this is communicated to the buyer.
7 Transfer of risk, place of execution, place of effect
If nothing to the contrary has been arranged, the delivery of the good is considered sold as EXW in accordance with INCOTERMS® 2010.
For services the place of execution (place of performance) is that in the written order confirmation, otherwise that indicated in the offer, secondarily that place where the service is factually performed by the seller.
Place of effect is the place where the performance is owed.
The risk for a service or an arranged partial service transfers to the buyer with its performance.
8 Duration of contract
Contracts concluded for a certain duration end on the date arranged. Before the expiration of the period the contract can be terminated with adherence to a 6-month period of notice to the end of a calendar month by means of a registered letter.
Contracts concluded for an indefinite period can be terminated with adherence to a 3-month period of notice to the end of the ongoing contractual period in writing by means of a registered letter. The contract is automatically extended by 12 months if it is not terminated at the latest 3 months before expiration of the ongoing contractual period. The minimum duration for service contracts is 24 months.
Insofar as no other payment conditions have been arranged, 1/3 of the price is due upon receipt of the order confirmation, 1/3 is due by half of the delivery time and the rest upon delivery. Independently of this the value-added tax in the invoice is to be paid by 30 days after billing at the latest.
For partial invoices the corresponding partial payments are due with the receipt of the invoices. This also holds for billing amounts that surpass the original concluding sum due to subsequent delivery or other arrangements, regardless of the payment conditions arranged for the main delivery.
Payments are to be made without any deduction free of charges in the arranged currency. Any possible acceptance of checks or bills of exchange only occurs on account of payment. All interest or other charges (such as e.g. collection or discount charges) come at the expense of the buyer.
The buyer is not entitled to retain or offset payments due to guarantee claims or other counter-claims of any type.
A payment is considered made on the day on which the seller disposes over the payment.
If the buyer is in default of an arranged payment or other service from this legal transaction or any other legal transactions, the seller, without prejudice to his or her other rights, may
- Charge default interest to the amount of 1% per month of the amount due,
- Postpone the fulfillment of the seller’s own obligations until the payment or other service has been effected, and assume an appropriate extension of the delivery deadline,
- Call due all other open claims from this legal transaction or other legal transactions and charge the statutory default interest plus value-added tax for these amounts as of the due date in each case insofar as the seller does not demonstrate costs above and beyond this,
- In case of qualified inability to pay, which means two cases of default in payment, to only fulfill other legal transactions against advance payment.
In every case the seller is entitled to charge pre-process costs, in particular reminder fees, collection fees and attorney fees, in accordance with the legally applicable provisions.
The seller has the right to transmit the invoice by electronic means.
10 Reservation of title
All goods delivered by the seller remain property of the seller until complete payment of the purchase price as well as all associated costs.
In the course of default the seller is entitled to assert his or her rights from reservation of title. It is agreed that the assertion of reservation of title does not represent any withdrawal from the contract, unless the seller explicitly declares withdrawal from the contract.
The buyer hereby assigns to the seller, as security for the seller’s claim to purchase price, the buyer’s claim to resale of the good subject to retention of title, even if this has been processed, reformed or mixed. The buyer is entitled to dispose over the good subject to reservation of title upon further resale with deferment of the purchase price only under the condition that the buyer at the same time informs the secondary buyer upon resale of the assignment for security or notes the assignment in its business records. Upon request the buyer is to communicate to the seller the assigned claim and the respective debtor and to make available all information and documentation necessary to draw on its claim and to inform the third-party debtor of the assignation. Upon pledging or other availment the buyer is obligated to refer to the right of retention of the seller and to immediately inform the seller.
11 Guarantee and liability for defects
The seller is obligated, by adherence to the arranged payment conditions and in accordance with the following provisions, to remedy any defect that impairs functionality that exists at the time of transfer and that rests on an error in construction, material or performance. No claims to guarantee may be derived from specifications in catalogues, brochures, advertising materials or written or oral statements that have not been taken up into the contract.
Insofar as nothing has been arranged otherwise, the statutory guarantee period applies. This also holds for objects of delivery or service that are not affixed to a building or to land. The duration of the guarantee period begins at the time of the transfer of risk.
If the delivery or service is delayed for reasons that are not within the sphere of responsibility of the seller, the guarantee period begins two weeks after the seller’s readiness to deliver or provide the good or service.
The guarantee period is 12 months for movable objects, 36 months for immovable objects.
The contractual partner must always prove that the defect was already present at the time of transfer.
To preserve the claim to guarantee the buyer is to demonstrate the presence of the defect within an appropriate period (generally 14 days) in writing with a substantiated notice of defect, in particular to make available to the seller the available documentation or data.
Hidden defects are to be immediately reported upon discovery. If a notification of defect is not filed or not filed in due time, the good is considered approved. The assertion of claims to guarantee or compensation for damages due to the defect as well as the rights to avoidance on account of mistake are excluded in these cases.
If a defect subject to the duty of guarantee exists, the seller is, by its own choice, to remedy the defective good or defective part at the place of performance or to have it sent back for the purpose of remediation or to reduce the price appropriately. A remediation can occur at the choice of the seller through exchange or improvement.
For guarantee work at the worksite of the buyer, the necessary assistants, lifting devices, scaffolding and small materials etc. are to be provided. Replaced parts become property of the seller.
If a good is manufactured by the seller on the basis of construction specifications, drawings, models or other specifications of the buyer, the liability of the seller only extends to the execution in accordance with these conditions.
Unless otherwise arranged, those defects are excluded from guarantee that arise from the arrangement and assembly not carried out by the seller, insufficient facilities, incompliance with the requirements of installation, overuse of the parts beyond the performance indicated by the seller, negligent or improper treatment and the use of unsuited operating materials; this also holds for defects that are traceable back to material provided by the buyer. The seller is not liable for damages traceable back to actions of third-parties, to atmospheric discharges, overvoltage and chemical influences. The guarantee does not extend to the replacement of parts that are subject to natural deterioration.
The guarantee expires immediately if the buyer him- or herself or a third-party not explicitly authorized by the seller undertakes modifications or maintenance on the delivered objects.
The above-mentioned provisions hold analogously for every liability for defects for other legal reasons.
12 Non-fulfillment / default of delivery or performance
Minor exceedances of delivery period or exceedances not clearly and exclusively due to the fault of the seller are to be accepted by the contractual partner without any claim to compensation for damages or right to withdrawal arising from this.
13 Default of acceptance
If the contractual partner is in default of acceptance, we are entitled
- either to store the good at our facilities, for which we charge a storage fee of 0.3% of the value of the commission per day and at the same time to insist upon fulfillment of the contract,
- or after setting an appropriate subsequent deadline to withdraw from the contract and use the good otherwise; in this case a penalty for non-performance of 5% of the invoice amount is agreed.
14 Unilateral changes in service
Materially justified and appropriate changes in the service obligation of the seller are to be tolerated by the contractual partner.
15 Prohibition on refusal of service and retention
Justified complaints do not entitle the contractual partner to withhold the entire invoice amount but rather only an appropriate part of it.
16 Obligations to cooperation
The business relation entered upon and in particular the services to be performed by Voxtronic require, as an essential contractual duty, the close cooperation of the contractual partner, who is to support Voxtronic in carrying out the services as best as possible. Hence the customer will in particular make available all necessary means that Voxtronic requires to provide the arranged service, free of charge and in a timely manner.
The contractual partner will permit VOCTRONIC access at any time to all the information necessary to perform the service and make all necessary documents available. It will inform Voxtronic, unsolicited, of all circumstances that are significant for an effective performance of service.
Insofar as it proves necessary to instruct or train employees of the contractual partner, this is essentially a matter for the contractual partner. Voxtronic is fundamentally ready to make a corresponding offer upon request by the customer.
If the contractual partner does not provide its cooperative services in accordance with the agreement or does not adhere to the arranged organizational guidelines, the ensuing consequences, such as additional services and delays, come at his or her expense. Voxtronic may charge the contractual partner for the additional expenditures. All cooperative duties described here are essential primary duties of the contractual partner and are agreed upon as such.
17 Withdrawal from the contract
The precondition for the buyer’s withdrawal from the contract is, insofar as no special regulations have been arranged, a delivery default traceable to a gross negligence of the seller as well as the fruitless expiration of an appropriate secondary deadline that had been set. The withdrawal is to be asserted by means of a registered letter.
Independently of its other rights the seller is entitled to withdraw from the contract
- if the execution of delivery or the beginning or continuation of the service is impossible or is further delayed despite the setting of an appropriate secondary deadline for reasons lying in the responsibility of the buyer,
- if doubts arise about the buyer’s ability to pay and the buyer does not provide advance payment at the request of the seller or provide a suitable security before delivery,
- if the extensions of the delivery time due to above-mentioned circumstances amount in total to more than half of the originally arranged delivery period, however at least 6 months, or
- if the buyer does not fulfill the obligations imposed on it or does not do so properly.
- Withdrawal can also be declared for an unconcluded part of the delivery or service for above-mentioned reasons.
- If insolvency proceedings are opened concerning the buyer’s assets or an application to introduce insolvency proceedings is rejected due to insufficient assets, the seller is entitled to withdraw from the contract without setting a deadline. If this withdrawal is exercised, it is immediately effective as of the decision that the company will not continue to operate. If the company continues to operate, a withdrawal is only effective 6 months after the opening of insolvency proceedings or after rejection of the application to open insolvency proceedings due to insufficient assets. In any case the dissolution of the contract occurs effective immediately insofar as the insolvency law to which the buyer is subject does not contradict this or if the dissolution of the contract is indispensable to prevent severe economic disadvantages on the part of the seller.
- Regardless of the seller’s claims to compensation for damages including pre-process costs, in case of withdrawal services or partial services already provided are to be charged in accordance with the contract and to be paid. This also holds insofar as the delivery or service was not yet accepted by the buyer as well as for preparatory actions taken by the seller. In lieu of this the seller also has the right to demand the return of already delivered objects.
- Other consequences of withdrawal are excluded.
- The assertion of claims due to laesio enormis, error and frustration of contract by the buyer is excluded.
The buyer is to ensure that the seller is provided with all information needed to be able to fulfill the duties of the seller as producer/importer in accordance with legally applicable provisions.
19 Deterioration of objects assumed for processing
For objects that have been left for processing there is a possibility of utilizing them after three years with a deduction of the following claims.
After the expiration of the second month a monthly administration and storage fee to the amount of 3.0% of the current replacement value at the time of the utilization will be charged. Any possible expenditures for utilization will also be charged.
20 Liability of the seller (compensation for damages, product liability)
The seller is liable for damages outside of the domain of application of the product liability law, insofar as intention or gross negligence can be demonstrated, only within the limits of legal provisions.
Claims for compensation for damages expire in 6 months as of obtaining knowledge of the damages and the injuring party, in any case in 3 years after the provision of the service or delivery.
The total liability of the seller in cases of gross negligence is limited to the net value of the commission or to EUR 500,000.–, whichever value is lower. Per case of damage the liability of the seller is limited to 25% of the net value of the commission or to EUR 125,000.–, whichever value is lower.
Insofar as it has not been arranged otherwise, liability is excluded for slight negligence with the exception of damage to persons, for the reparation of consequential damages, pure financial damage, indirect damages, loss of production, financing costs, costs for replacement energy, loss of energy, data or information, lost profit, unrealized savings, loss of interest and damages from the claims of third parties against the buyer.
Unless otherwise arranged, every claim to damages is excluded in case of non-adherence to any possible conditions for assembly, operation and use (such as e.g. found in the instructions for use) or the conditions of admission of regulatory authorities.
If contractual penalties have been arranged, any additional claims of the buyer from that particular heading are excluded.
The regulations hold conclusively for all claims of the buyer against the seller, regardless of their legal basis and title, and are effective for all employees, subcontractors and sub-deliverers of the seller.
Any possible recourse claim raised against us under the heading “product liability” in terms of the product liability law is excluded unless the party entitled to recourse demonstrates that the error was caused in our sphere of responsibility and is the fault of gross negligence at least.
21 Assertion of claims
All claims of the buyer are to be asserted judicially within three years as of the execution of the services or they expire, unless compulsory legal regulations stipulate other deadlines.
22 Indutrial property rights and copyrights
If a good is produced by the seller on the basis of construction specifications, drawings, models or other specifications of the buyer, the buyer is to hold the seller harmless without compensation or recourse upon any violation of copyrights.
Execution documents such as plans, sketches and other technical documents as well as patterns, catalogues, brochures, representations and similar remain intellectual property of the seller and are subject to the relevant legal provisions concerning copying, imitation, competition etc.
All materials, in particular software and documentation, that are to be developed by Voxtronic in the course of its provision of services, are created by the employees used by Voxtronic in pursuing their tasks and in accordance with the directives of Voxtronic for Voxtronic. Insofar as work results are capable of copyright and Voxtronic is given the exclusive right of utilization with the right of licensing, the contractual partner in these cases is given a non-exclusive and non-transferable permission of utilization to the work results, the scope of which is to be determined in the particular individual contract.
Software, as well as reports, organizational plans, outlines, drawings, invoices etc., may only be used for the contractually arranged purposes and may not be published without explicit consent of Voxtronic in the individual case (hereafter “use in accordance with purpose”). The contractual partner will only use the software capable of being protected in accordance with purpose within the limits of the relevant provisions and in particular will not translate or process it, change its arrangement or carry out other modifications, including rectifications of error.
The use of the services of Voxtronic by companies associated with the contractual partner is only permitted after previous written consent from Voxtronic.
Insofar as the contractual partner copies or processes the materials delivered by Voxtronic in a permissible manner, the contractual partner is obligated to ensure that any copyright note or other marker of property rights in the materials remains or is also copied.
23 Adherence to export provisions
In transferring to third parties the good delivered by the seller as well as any accompanying documentation, independently of the manner in which it is made available, or any service provided by the seller including technical implementation of any kind, the buyer is to comply with the provisions of the applicable national and international (re-) export specifications. In any case upon transferring goods or services to third-parties the buyer is to comply with the (re-) export conditions of the resident state of the seller, the European Union, the United Kingdom of Great Britain and Northern Ireland and the United States of America.
Insofar as export control inspections are necessary, the buyer is to provide the seller immediately upon request with all necessary information, among other things the end recipient, final destination and purpose of use of the goods or services.
24 Jurisdiction and law
To decide any disputes arising from this contract – including about whether or not the contract obtains – the court with jurisdiction over the subject matter at the primary site of the buyer is exclusively responsible by place. The seller however also has the right to sue under the general jurisdiction of the contractual partner.
The contract is subject to national law under exclusion of the conflict of law rules. The application of the UNCITRAL agreement of the United Nations on contracts regarding the international sale of goods is excluded.
25 Arbitration proceedings
In case of disputes arising from this contract the contractual parties can mutually agree to arbitration by an arbitral court in lieu of a judicial ruling.
- A national court of arbitration is responsible if all contractual parties are based in Austria at the time the contract is signed.
All disputes that arise from this contract or relate to its violation, dissolution or nullity will be conclusively decided by a senate consisting of three arbiters in accordance with the arbitration and conciliation regulations of the standing arbitration courts of the economic chambers.
- The number of arbiters is three;
- The procedure is to be conducted before the “Standing Arbitration Court of the Economics Chamber of Vienna”;
- The arbitration court is to convene in Vienna.
- An international arbitration court (VIAC) is responsible if at least one party is based or typically resides outside of Austria or if the matter of arbitration has an “international character”.
All disputes or claims arising from or in connection to this contract, including disputes about its validity, violation, dissolution or nullity, will be conclusively decided by the Vienna International Arbitral Court (VIAC) in accordance with the arbitration regulations (Vienna rules) by three arbiters appointed in accordance with these rules.
- The number of arbiters is three;
- The languages to be used in the arbitration procedure are German and English;
- The material law applicable to the contractual relation, the material law applicable to the arbitration procedure, and the rules applicable to the procedure, is … ;
- The applicability of accelerated procedure;
- The extension of confidentiality provision for arbiters as well as its extension to parties, authorized representatives and experts.
In case of disputes arising out of this contract, also concerning its effectiveness, the contractual parties will negotiate a conflict resolution with one another before turning to a court or arbitration. If the negotiations are not successful within 30 days or if it can already be seen, before the expiration of the 30 days, that a solution will not be reached by way of negotiation, the contractual parties agree as the next step to seriously attempt to solve the conflict within a mediation. The formulation of conflict issues, the selection of a mediator (a mediator in accordance with the law on civil mediation) and the determination of the course of the mediation will occur jointly. Every contractual party is free from the beginning to break off the mediation procedure without sanction. This also holds for failure to agree on the selection of mediator.
27 Provision clause
The fulfillment of the contract by the seller is under the condition that no obstacles due to national or international (re-) export conditions, in particular embargos and/or other sanctions, stand in the way of this fulfillment.
28 Legal succession
All rights and duties arising from the objectual contractual relation pass on to individual legal successors, in accordance with the scope and measure of §38 para. 1 UGB, without any separate agreement of the contractual partner being necessary for this legal succession. The contractual partner hereby renounces its right to object in terms of § 38 para. 2 UGB. This means that the duration of our liability is limited in accordance with § 39.
29 Data protection
Processing of your data occurs exclusively within the limits of the business needs and on the basis of the legal provisions (EU GDPR, TKG).
Only those persons necessary to the processing of the particular business case have access to your stored data to the extent necessary. These persons ensure, within the limits of the purpose of use, that the confidentiality of the data is maintained in terms of the valid data protection law.
The storage of your data occurs in computing centers located within the EU. Your data are protected against unauthorized access with encrypted storage and physical protective measures for the servers. Your data remain stored as long as a legal regulation requires the storage of your data or a legitimate interest in the storage of your data for business reasons obtains.
There is a right at any time to information, rectification, deletion as well as objection to the further use of your personal data in accordance with the provisions of data protection law in its currently valid version.
30 Non-solicitation clause
The contractual parties always strive for reciprocal loyalty. The customer obligates itself to refrain from actively enticing employees of Voxtronic.
In case of a violation, the customer is obligated to pay a contractual penalty (independently of fault) to the amount of twelve months’ gross monthly salary of the employee in question. The contractual penalty cannot be offset from any claims to compensation for damages. Voxtronic is at liberty to assert further damages upon demonstration.
The contractual partner obligates itself to inform Voxtronic if it is considering, during the duration of this contract, hiring or employing an employee of Voxtronic who is occupied with the fulfillment of obligations in the context of this contract. This also holds in the case that the customer wishes to have the hiring or employment taken care of by a third party.
31 General remarks
If individual provisions of this contract or these conditions should be ineffective, it does not affect the effectiveness of the other provisions. The ineffective provision is to be replaced by a valid provision that comes as close as possible to the goal that was intended.
Materially Austrian law applies. The applicability of the UN law on the sale of goods is excluded.
The contractual language is German. The German version is the authentic version of the conditions and is also to be used in interpreting the contract.
All agreements, retroactive changes, additions, auxiliary agreements etc. require written form to be valid as well as the original signature or a secure electronic signature.
Technical changes, prior sale and error are reserved.