GTC

1. SCOPE OF APPLICATION / AMENDMENT OF TERMS AND CONDITIONS

1.1 These General Terms and Conditions (GTC) are deemed to be agreed between Syncraft GmbH (Syncraft or Contractor) and the customer (Principal).

1.2 All legal transactions, offers, deliveries, services or other ancillary services shall be based on the GTC.

1.3 The current version of these GTC, which can be downloaded from the Contractor's website (www.syncraft.at), shall apply at the time the contract is concluded.

2. TERMS AND CONDITIONS CLIENT

2.1 General terms and conditions, contract forms or other conditions of the client are not accepted and are explicitly contradicted. They shall be invalid in their entirety, even without further objection by the Contractor. Any deviation from this general objection requires express written confirmation by the Contractor. The Contractor agrees to contract only on the basis of its GTC.

2.2 The confirmation of a deviating provision shall only apply to the relevant contractual point and not to the other provisions of these GTC. Should the application of all provisions of the Client's GTC be agreed, the provisions of these GTC shall continue to apply insofar as they do not conflict with the provisions of the Client's GTC.

2.3 An act of fulfillment of the contract by the Contractor or silence regarding the provisions of the Client deviating from these GTC shall not constitute consent by the Contractor.

3. COST ESTIMATE / OFFER / CONCLUSION OF CONTRACT

3.1 Cost estimates and offers of the Contractor are always subject to change and non-binding, unless they have been expressly designated as binding in writing.

3.2 Cost estimates shall only be prepared by the Contractor in writing and without guarantee for their correctness and completeness.

3.3 The Contractor is entitled to charge a fee for cost estimates. The Contractor shall inform consumers of a possible fee before preparing a cost estimate.

3.4 The preparation of a cost estimate does not oblige the Contractor to accept an order or to conclude a contract.

3.5 Offers shall only be issued by the Contractor in writing. Otherwise, these are non-binding contract negotiations.

3.6 The acceptance of an offer submitted by the Contractor is only possible in its entirety unless the contracting parties have reached a written agreement to the contrary.

3.7 A contract is concluded when

• the Client accepts an offer submitted by the Contractor in writing within 14 days of submission, or
• a document concerning the subject matter of the contract is drawn up and signed by all contracting parties or
• the Client makes the Contractor an offer and the Contractor accepts this by means of a written order confirmation, by providing the service or by delivering the object of performance.

3.8 If the written order confirmation contains changes to the order (offer), these shall be deemed to have been approved by the entrepreneurial client unless he immediately objects to them in writing.

3.9 As long as the Client has not submitted a written contractual declaration, the Contractor shall be entitled, but not obliged, to commence performance of the contract.

4. OBJECT OF DELIVERY / SERVICE, EXECUTION

4.1 The type and scope of the object of delivery / service shall be based on the offer, order or contract accepted by the Contractor or the Client as well as these GTC.

4.2 The object of delivery/service shall be provided in accordance with the general state of the art and the relevant Austrian statutory provisions.

4.3 In the course of a plant approval and the associated detailed plant planning, there may be changes in the framework conditions and/or requirements by authorities/third parties compared to the original plant or service offer. Unless otherwise agreed, the fulfillment of these conditions or the adaptation to changed framework conditions are not covered by the offer, order or contract and are the responsibility of the client. If the Contractor is to work for the Client in this respect, either a separate order is to be placed or the existing order is to be amended or supplemented.

4.4 Changes or additions to the order shall only be taken into account if they are brought to the Contractor's attention in good time before the start of the provision of services and the Contractor agrees to them in writing. In the event of later notification or rejection by the Contractor, the Contractor shall be entitled to reasonable remuneration for the (frustrated) services rendered up to that point, such as planning work, work in progress, etc., or any changes or other additional services resulting therefrom. This shall apply irrespective of whether a lump-sum fee has been agreed between the contracting parties.

4.5 Objectively justified minor changes to the object of delivery/service or the execution by the Contractor that are reasonable for the entrepreneurial Client shall be deemed to have been approved in advance.

4.6 If, after conclusion of the contract, the Client requests the provision/execution of services or delivery within a shorter period of time, this shall constitute an amendment to the contract. As a result, overtime may become necessary and/or additional costs may arise due to the acceleration of material procurement/work, and the Contractor's remuneration shall increase appropriately in proportion to the necessary additional expenditure.

4.7 Objectively justified partial deliveries and services are permissible and can be invoiced separately.

4.8 The Contractor is entitled to use subcontractors to fulfill the contract.

5. PERFORMANCE, DELIVERY PERIODS AND DEADLINES

5.1 Performance/delivery periods and deadlines are non-binding unless they have been expressly agreed in writing as binding.

5.2 Binding performance/delivery periods and deadlines are based on the information in the written order confirmation, contract document, the Contractor's offer or the individually agreed delivery and payment conditions.

5.3 Binding performance/delivery deadlines and dates may be extended or postponed by the Contractor in the event of a delay due to force majeure or unforeseeable disruptions/interruptions or a delay for which the Client is responsible. The same shall apply in the event of a change/supplement to the object of delivery/service or order by the Client.

5.4. Unforeseeable disruptions/interruptions" and "force majeure" include, for example, epidemics/pandemics, war, natural disasters, forces of nature, strikes, official closures, import and export bans, incidents in production, shortages of raw materials and goods, traffic disruptions or failure of other third-party services required for the fulfillment of the contract, which make it significantly more difficult or temporarily impossible for the Contractor to fulfill the contract, regardless of whether they occur at the Contractor, its suppliers/business partners or third parties.

5.5 Exceeding a non-binding performance or delivery deadline or deviating from a non-binding deadline shall not constitute default on the part of the Contractor. The information in the order confirmation, the contract, the offer or the delivery and payment conditions shall in this case only serve the Customer as an approximate guideline and the Contractor shall provide its service/delivery within a reasonable period of time. Unforeseeable disruptions/interruptions, force majeure and delays for which the Client is responsible shall also be taken into account in this respect.

5.6 In the event of default in the performance of the contract by the Contractor, the Client shall be entitled to withdraw from the contract after setting a reasonable grace period of at least 6 months. The grace period must be set in writing (by registered letter for business clients) with a simultaneous threat of withdrawal.

5.7 In the case of non-binding delivery periods and dates, the Customer shall also be entitled to this right of withdrawal in the event of longer delays in delivery/shipment (at least 18 months).

5.8 In the event that the delivery or provision of services by the Contractor is suspended for longer than 18 months due to force majeure or an unforeseeable disruption/interruption, the Client shall be entitled to withdraw from the contract. However, the Customer may not derive any claims against the Contractor from such a withdrawal.

6. PRICES

6.1 The Contractor's prices are variable prices that are subject to change. They are based on the calculation basis on the day the contract is concluded (e.g. material prices, labor costs, etc.) and are net prices without any deductions.

6.2 The fee shall be adjusted upwards or downwards if there has been a change in the calculation basis of at least 5% between the time of the conclusion of the contract and the time of the actual provision of the service/delivery. The adjustment shall be made to the extent that the costs at the time of the conclusion of the contract have changed compared to those at the time of the actual provision of services/delivery, provided that the Contractor is not in default. Should there be an adjustment of more than 15%, the Contractor shall inform the Client immediately.

6.3 The Contractor shall have an additional claim to reasonable remuneration for deliveries/services ordered by the Client which are not covered by the original order.

6.4 The Customer shall additionally bear any statutory value added tax, tolls and road charges, packaging, transportation, loading and shipping costs as well as customs duties, levies and insurance. Consumers are explicitly advised that such additional costs may be incurred.

Such costs cannot reasonably be calculated in advance as they are subject to market price fluctuations.

6.5 If no or no deviating information on the currency of the price is given, it is in EURO (€).

6.6 The fee for continuing obligations shall be indexed on the basis of the Consumer Price Index, 2015 series, as calculated and published by Statistics Austria. The index figure calculated for the month in which the contract is concluded shall serve as the basis. The value is secured using the latest available index figure in January of each year. The calculation is carried out by the contractor. The basis for the further calculation is the last index figure that led to an actual change in the remuneration. If the consumer price index, 2015 series, is no longer published, the index that most closely corresponds to this index shall be used as the basis for value assurance. The non-enforcement of the increase in the fee on the basis of the value adjustment and the non-collection of increase amounts shall not be deemed a waiver of the value adjustment of the fee, irrespective of its duration.

7. BILLING, TERMS OF PAYMENT, DOWN PAYMENTS

7.1 The Client expressly agrees that invoices may also be issued and transmitted to it electronically at the Contractor's discretion.

7.2 Invoice amounts are due for payment no later than 14 days after invoicing, unless other payment agreements have been made. In the case of business clients, deviating payment agreements shall only be binding for the Contractor if these have been agreed in writing.

7.3 Payment shall be made by bank transfer to an account specified by the Contractor or in the contractually agreed form free of charges and deductions in the invoiced currency.

7.4 The entitlement to a cash discount deduction requires an express written agreement in the case of business customers.

7.5 Payment allocations made by the Client are not binding for the Contractor.

7.6 The Contractor shall be entitled to submit partial invoices or partial invoices for partial services/deliveries already rendered prior to completion of the order.

7.7 The Contractor shall be entitled to demand security from the Client for the outstanding remuneration. The amount of the security shall generally be 25% of the outstanding remuneration. The costs of the security shall be borne by the Client.

7.8 The Client must provide this security within 14 days of being requested to do so by the Contractor.

If the Client does not comply with the Contractor's request to provide security, or does not do so sufficiently or in good time, the Contractor may refuse to perform. In this case, the Contractor shall be entitled to withdraw from the contract by setting a further 14-day grace period.

7.9 In the event of default of payment by the Customer, the entrepreneurial Customer shall pay default interest in the amount of 9.2% points above the base interest rate of the Austrian National Bank, but at least 12% p.a., and a consumer shall pay default interest in the amount of 4% p.a.. These are deemed to be agreed.

7.10. The assertion of further damages caused by default shall remain reserved, but only if this is negotiated in detail with consumers as the Client. The Customer shall compensate the Contractor or third parties commissioned by the Contractor (e.g. debt collection agency, lawyers, etc.) for any damage caused by its default, in particular the necessary costs of appropriate extrajudicial debt collection or recovery measures.

7.11. A lump sum of € 10.00 shall be charged per reminder for the Contractor's own reminders, which shall be reimbursed by the Client.

7.12. If the entrepreneurial Client is in default of payment within the framework of other contractual relationships existing with the Contractor, the Contractor shall be entitled to suspend the fulfillment of its obligations under this contract until the Client has fulfilled its obligations.

7.13. If the payment deadline is exceeded, any remuneration granted (rebates, discounts, etc.) shall be forfeited and added to the invoice.

7.14. Unless otherwise agreed, the following terms of payment shall apply:

• Deposit 50% of the agreed fee within 14 days of conclusion of the contract,
• Advance payment 40% of the agreed fee within 3 months of placing the order,
• 10% of the remuneration after proof of performance or completion of the service in the course of the final invoice, but at the latest within 8 months of the order being placed.

8. RIGHTS OF SET-OFF AND RETENTION, ASSIGNMENT OF CLAIMS

8.1 The Client shall only be entitled to offset counterclaims to the extent that counterclaims have been established by a court or recognized by the Contractor. Consumers shall also be entitled to set-off insofar as the counterclaims are legally connected with the Client's liabilities arising from the order, as well as in the event of the Contractor's insolvency.

8.2 The Client shall not be entitled to assign claims and rights arising from the contractual relationship without the Contractor's consent. In the case of business clients, this consent must be given in writing.

8.3 The entrepreneurial Client may not withhold payments unless the Contractor is in unjustified debtor's default. The Client's right of retention shall also expire when this reason ceases to exist.

9. OBLIGATIONS OF THE CLIENT TO COOPERATE

9.1 The Contractor's obligation to provide the service/delivery shall commence at the earliest at the time at which the Client has created all structural, technical and legal prerequisites for execution and the Contractor has provided all necessary information and/or planning documents for the provision of the service/delivery.

9.2 The Client shall be liable for ensuring that the necessary structural, technical and legal requirements for the execution of the delivery/service item are met throughout. This applies in particular to the subsoil (geology, stability, etc.) on which the delivery/service item is to be executed.

9.3 If the Client is aware or should have been aware of reasons that could delay the delivery/service provision, it must inform the Contractor in writing of these reasons for the possible delay immediately, but at least 1 month before the planned delivery/service provision.

9.4 The Client shall arrange for or obtain the necessary third-party authorizations and notifications and approvals from authorities at its own expense.

9.5 The operating and consumable materials required for the execution, in particular for installation and/or commissioning measures, such as energy, water, fuel, etc., shall be provided by the Customer at its expense. If necessary, the Customer shall also provide accommodation on site.

9.6 The Principal must ensure the necessary access to the place of performance for the delivery/service provision.

9.7 The Client shall ensure that the construction site area and the object of delivery/service are secured, in particular against theft, vandalism and damage caused by external influences (e.g. weather), that the companies present on the construction site are coordinated and that signs are affixed regarding the respective responsibility within the meaning of the relevant statutory provisions.

9.8 If the object of delivery/service is not insured, the Customer shall arrange for this at its own expense.

9.9 If the transfer of risk has not already taken place upon dispatch to the Customer, the risk of complete or partial loss of the delivery item/service shall pass to the Customer upon its delivery to the place of installation (construction site), irrespective of the agreed retention of title.

9.10. If the Client does not comply with these obligations to cooperate,

• the Contractor's performance is not defective to the extent that the defectiveness is due to the Client's lack of cooperation;
• the Contractor is not in default with the delivery/service provision;
• the Client shall compensate the Contractor for any damages incurred by the Contractor as a result of the breach of the duty to cooperate;
• the Contractor may withdraw from the contract by setting a 14-day grace period.

10. DELIVERY, TRANSFER OF RISK

10.1 If no special agreements have been made, delivery shall be made in accordance with Incoterms 2010 CPT (Carriage Paid To).

10.2 In the case of CPT, the risk and danger shall pass to the Customer upon handover of the delivery item to the carrier.

10.3 The Principal must guarantee access (safe, legally permissible) to the agreed destination.

10.4 The delivery item shall be unloaded by the Customer or by third parties commissioned by the Customer. The Customer shall bear the relevant costs as well as the risk and danger of unloading.

10.5 In the case of delivery by the Contractor or third parties commissioned by it, unloading must be possible or take place immediately upon arrival at the unloading point/destination.

10.6 In the case of self-collection (Incoterms 2010 EXW (Ex Works)), the Contractor reserves the right to refuse the loading of unsafe or unsuitable means of transport in individual cases.

10.7 The costs for any soiling/damage to roads, sidewalks, parts of buildings, land, water etc. in connection with deliveries shall be borne by the Customer.

10.8 The Contractor shall only be obliged to take back packaging material if this has been expressly agreed. This must be disposed of by the Client at its own expense.

10.9 Partial deliveries are permissible.

11. ACCEPTANCE DRAFT

11.1 If the Client is in default of acceptance for more than 14 days (e.g. refusal of acceptance, default in advance performance, etc.), the Contractor may, while the contract is still in force, demand the delivery of the goods/services.If the Customer is in default of acceptance for a longer period of time (e.g. refusal of acceptance, delay in advance performance, etc.) and if the Customer has not remedied the circumstances attributable to it which delay or prevent the delivery/service provision despite a reasonable grace period, the Contractor may otherwise dispose of the equipment, materials, products, goods and works specified for the delivery/service provision while the contract is still in force, provided that the Contractor procures or makes them available within a period of time appropriate to the respective circumstances if the delivery/service provision is continued.

11.2 If the customer defaults in taking delivery, Syncraft is also entitled, if it insists on performance of the contract, to store the goods to be delivered/services to be performed at its premises or at the premises of third parties, for which the contractor is entitled to a reasonable storage fee of at least 1 % of the value of the goods per month. This shall also apply mutatis mutandis if dispatch is delayed at the request of the Customer.

11.3 If the shipping costs increase due to default of acceptance or at the request of the Customer, the Customer shall bear the additional costs.

11.4 In the case of entrepreneurial customers, Syncraft may also store the goods/services in a public warehouse of a third party or sell them by way of self-help sale within the meaning of the Austrian Commercial Code (UGB). In the event of a planned self-help sale, the contractor will again request the customer in writing to take delivery of the goods/services under threat of a self-help sale.

11.5 The options described in this point can also be combined by the Contractor and are not mutually exclusive.

11.6 This shall not affect the Contractor's right to demand payment for deliveries or services rendered and to withdraw from the contract after a reasonable grace period.

11.7 In the event of default of acceptance or delays in delivery/performance for which the Contractor is not responsible, the Contractor shall have the right to withdraw from the contract by setting a grace period. If partial deliveries/services have already been provided, the Contractor may also withdraw from only one part.

12. RESERVATION OF TITLE, ADVANCE PAYMENTS, SECURITIES

12.1 Delivered or otherwise handed over delivery items/services, in particular components, products, goods and plans, shall remain the property of the Contractor until full payment of the remuneration.

12.2 The Contractor's ownership of the delivery/service item shall not be lost through processing, mixing or combination with other materials, products, goods, works or buildings of the Customer. In this case, the Contractor shall acquire co-ownership of the newly created item in the ratio of the value of the delivery/service item to the value of the processed or mixed material, product, goods, work or building of the Customer.

12.3 The Customer shall be obliged to keep the object of delivery/service in proper condition for the duration of the retention of title, to have all maintenance work and necessary repairs provided for by the manufacturer/contractor carried out immediately - except in emergencies - by the Contractor or by a company recognized for the care of the Contractor's object of delivery/service.

12.4 A resale is only permissible if the Contractor has been notified of this in good time in advance, stating the name and address of the buyer, and the Contractor has consented to the sale in writing. In the event of the Contractor's consent, the purchase price claim of the entrepreneurial Customer shall already now be deemed assigned to the Contractor and the latter accepts the assignment.

12.5 The Client undertakes to carry out all publicity acts required for an effective assignment of claims.

12.6 In particular, the entrepreneurial Principal must note this assignment in its books and on its invoices until full payment of the remuneration or purchase price and draw its debtors' attention to it.

12.7 The Client is authorized to collect this claim on behalf of the Contractor until revoked. Upon request, the Client shall provide the Contractor with all documents and information required to assert the assigned claims and demands.

12.8 Furthermore, the entrepreneurial Principal undertakes to oblige its customer to resell the delivery item/service only subject to extended retention of title and advance assignment of its claim.

12.9 If the Customer is in default of payment, the Contractor shall be entitled, after setting a reasonable grace period of at least 14 days, to demand the return of the delivery item/service subject to retention of title. The Contractor may only exercise this right vis-à-vis consumers as the Customer if at least one overdue payment by the consumer has been due for at least six weeks and the Contractor has sent a reminder without success, threatening this legal consequence and setting a grace period of at least two weeks.

12.10. The Customer must inform the Contractor immediately of the opening of insolvency proceedings against its assets or the seizure of the delivery item/service subject to retention of title. This shall also apply in the event of other access by third parties. In this case, the Customer shall inform the courts, authorities and any accessing third parties of the retention of title.

12.11. The Customer shall be liable for all costs that have to be incurred in order to cancel a seizure, access to the delivery item/service subject to retention of title or to replace the delivery item/service.

12.12. The Customer declares its express consent that the Contractor or a third party commissioned by it may enter the location of the delivery item/service subject to retention of title in order to assert its retention of title.

12.13. The assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared.

12.14. Delivery/service items which the Contractor has taken back in this context may be disposed of by private contract and at the best possible price vis-à-vis entrepreneurial Clients.

12.15. In the case of entrepreneurial Principals, the Contractor reserves the right, in the event of insolvency proceedings of the Principal with continuation of the business, either to request a deposit for deliveries and services for the duration of the continuation of the business in the amount of the average credit risk (average of the last 6 months) or to make deliveries and services dependent on the advance performance of the Principal or to provide these only concurrently against cash payment.

12.16. If the Client is more than 4 weeks in arrears with payments, the Contractor may suspend/interrupt deliveries and services until the Client has provided appropriate security. The Client may not derive any claims against the Contractor from this.

12.17. If the choice of law made by the contracting parties is not applicable or is declared inadmissible and the national law applicable to the contractual relationship in this case does not recognize/permit the retention of title, the contracting parties shall agree on a means of security which comes as close as possible to this in economic terms. The Customer shall bear all costs, for example for legal advice, in this connection. If no equivalent means of security exists or is not recognized as equivalent by the Contractor, the Customer shall provide the Contractor with another equivalent means of security at its own expense.

13. WARRANTY

13.1 The Contractor shall not assume any warranty for certain properties of the delivery item/service or that it is suitable for a certain purpose, unless the Contractor has expressly warranted this in writing.

13.2 The warranty period vis-à-vis business customers is set at 12 months from acceptance. The warranty period for wearing parts of the delivery item/service (see documentation/operating instructions) is set at 1 month for business customers.

13.3 If a joint handover is planned and the Client fails to attend the handover date notified to it, acceptance shall be deemed to have taken place on this date.

13.4 The presumption according to § 924 sentence 2 ABGB is excluded for entrepreneurial clients. The entrepreneurial client must always prove that the defect already existed at the time of handover.

13.5 Notifications by the entrepreneurial Client of possible warranty claims must be received by the Contractor in writing within 14 days of discovery of the alleged defect and must contain the following information

• Which delivery/service item or part thereof has the alleged defect
• What is the alleged defect
• Description of the circumstances under which the defect has arisen or occurs.

13.6 The Client shall request the Contractor to remedy the defect, setting a reasonable deadline of at least one month. If the Client remedies the defect itself or has it remedied by third parties without a corresponding prior request or refusal by the Contractor, the Client thereby waives the right to reimbursement of the costs of remedying the defect by the Contractor.

13.7 The rectification of a defect alleged by the Client shall not constitute an acknowledgement of a defect.

13.8 The Contractor shall be granted at least two attempts by an entrepreneurial Client to rectify defects.

13.9 If the Client's allegations of defects are unjustified, the Client shall be obliged to reimburse the Contractor for the expenses incurred in establishing the absence of defects or rectifying defects.

13.10. In order to remedy defects, the Principal shall make the location of the delivery item/service accessible to the Contractor without culpable delay and grant the Contractor or an expert appointed by it the opportunity to inspect it.

13.11. The entrepreneurial Customer shall notify the Contractor in writing by registered letter within 14 days of any defects which it has discovered or should have discovered in the ordinary course of business after dispatch or handover of the object of purchase/goods, otherwise it shall lose its rights within the meaning of Section 377 UGB.

13.12. In the event that the object of purchase is to be further processed, the entrepreneurial client undertakes to inspect the object of purchase before processing and to report any defects to the contractor immediately, but at the latest within the period specified above.

13.13. Any use or processing of the defective delivery/service item which threatens damage or further damage or makes it difficult or impossible to determine the cause must be stopped immediately by the Customer, unless this is unreasonable.

13.14. If defects were not recognizable upon proper inspection by the Principal (hidden defect) and only become apparent after the aforementioned period, they must be reported to the Contractor in writing by registered letter within 14 days of their recognition, otherwise the Contractor shall lose its rights within the meaning of Section 377 UGB. This obligation to give notice of defects also applies mutatis mutandis to the entrepreneurial client in the event of an incorrect delivery or a quantity error, unless the delivery item obviously deviates so significantly from the order that the contractor had to consider the approval of the entrepreneurial client to be excluded.

13.15. Any recourse of the entrepreneurial Client against the Contractor pursuant to Section 933b ABGB is excluded.

13.16. The costs for the return transport of the defective item to the Contractor shall be borne in full by the entrepreneurial Client.

13.17. The Client shall be obliged to enable the Contractor to determine the defect without delay.

13.18. The Contractor shall have the right to enter the Client's systems supplied/manufactured by it at any time during the warranty period for the purpose of inspection. The Customer shall be informed of this in advance.

13.19. Within the scope of the warranty, the Contractor shall be entitled to replace defective goods/services or components thereof with goods/services or components of the same quality or to credit the Client with an amount corresponding to the price reduction, provided that repair is not possible or economically reasonable from the Contractor's point of view.

13.20. Defective delivery/service items or components that have been replaced shall become the property of the Contractor.

14. LIABILITY/COMPENSATION

14.1 With the exception of personal injury, the Contractor shall only be liable to entrepreneurial Clients in cases of intent or blatant gross negligence.

14.2 Liability towards business clients shall be limited to the maximum liability amount of any liability insurance taken out by the contractor. If such insurance does not exist, a maximum liability amount of 10% of the offer price shall be agreed.

14.3 Furthermore, liability for loss of profit, indirect damage and consequential damage, in particular for loss of use/production, plant downtime, capital and operating costs, is excluded.

14.4 These limitations shall also apply with regard to damage to an item that the Contractor has accepted for processing. However, this shall only apply to consumers if this has been negotiated in an individual contract.

14.5 Claims for damages by entrepreneurial clients must be asserted in court within 2 years in the case of immovable property and within 1 year in the case of movable property from the time of knowledge of the damage and the damaging party. The 30-year limitation period shall be reduced to 10 years.

14.6 In the event of damage, the entrepreneurial Client shall bear the burden of proof for any fault on the part of the Contractor. The statutory reversal of the burden of proof for contractual claims for damages shall not apply.

14.7 The Contractor shall not be liable for damage caused by improper use, handling, storage or faulty processing of the object of delivery/service by the Client or third parties attributable to the Client or natural wear and tear. This is particularly the case if wearing parts are not replaced in good time, original spare parts are not installed or the systems/devices are not used in accordance with the operating instructions/maintenance manuals or are operated by untrained and unauthorized specialist personnel.

14.8 Those product characteristics shall be owed which can be expected from the Customer with regard to the approval regulations and other product-related instructions and information from the Contractor, third-party manufacturers or importers, taking into account the Customer's knowledge and experience. The Customer as reseller shall take out sufficient insurance for product liability claims and shall indemnify and hold the Contractor harmless with regard to recourse claims.

14.9 In the event of a justified withdrawal from the contract by the Client, the Contractor shall be entitled to demand lump-sum compensation from the entrepreneurial Client in the amount of 25% of the order value plus VAT, irrespective of fault and not subject to judicial mitigation, without proof of the actual damage. The assertion of higher damages is permissible. This right only exists vis-à-vis consumers if it is negotiated on a case-by-case basis.

15. INTELLECTUAL PROPERTY, THIRD PARTY RIGHTS, CONFIDENTIALITY

15.1 The Contractor reserves all copyrights, in particular rights of use and exploitation, to the works / documents created by him, in particular plans, brochures, technical documents, models, etc.

15.2 Any use, in particular processing, execution, reproduction, distribution, public presentation, making available of the works/document or parts thereof is only permitted with the express consent of the Contractor. All works/documents may only be used for the purposes expressly specified when the order is placed or by a subsequent agreement.

15.3 The Client is obliged to provide all works of the Contractor with a copyright designation (name, company, business name) or is prohibited from removing existing copyright designations without the consent of the Contractor.

15.4 The Contractor shall be entitled, and the Client obliged, to state the name, company name or business name of the Contractor in publications or announcements about joint projects.

15.5 In the event of a breach of these provisions for the protection of the Contractor's works/documents, the Contractor shall be entitled to a penalty in the amount of twice the reasonable remuneration for the unauthorized use, whereby the right to assert a claim for damages in excess thereof shall remain reserved. The burden of proof that the Client has not used the Contractor's works/documents shall lie with the Client.

15.6 For works which the Contractor produces according to the Client's documents, the Client alone shall guarantee that the production of these works does not infringe any third-party property rights.

15.7 If the Customer provides intellectual creations or documents and if third-party property rights are asserted with regard to such creations, the Contractor shall be entitled to suspend the manufacture of the delivery item/service at the Customer's risk until the rights of third parties have been clarified and to claim reimbursement of the necessary and appropriate costs incurred by the Contractor, unless the claims of third parties are manifestly unjustified. The Client shall indemnify and hold the Contractor harmless in this respect.

15.8 Furthermore, the contracting parties mutually undertake (with the following exception) to maintain confidentiality vis-à-vis third parties with regard to the knowledge obtained from the business relationship. The Contractor shall be obliged to keep its planning activities confidential if and as long as the Client has a legitimate interest in such confidentiality

15.9 After completion of the order, the Contractor shall be entitled to publish the contractual work in whole or in part for advertising purposes, unless otherwise contractually agreed.

16. PREVENTION OF MONEY LAUNDERING, TERRORIST FINANCING AND CORRUPTION

16.1 The Contractor undertakes to fully comply with all legal requirements for the prevention of money laundering, terrorist financing and corruption. The Client is advised that the Contractor is obliged to take certain measures (e.g. establishing the identity of the client, obtaining information on the purpose and intended nature of the business relationship, reporting to the money laundering reporting office in the event of suspicion, etc.) in the case of cash payments above a legally prescribed threshold.

16.2 The Client warrants that its payments to the Contractor do not result from criminal offenses.

16.3 The Client has a duty to cooperate in connection with the prevention of money laundering, terrorist financing and corruption. The Contractor shall be entitled to terminate the respective agreement with the Client with immediate effect by written notice to the Client if the Client fails to comply with its duty to cooperate within the meaning of this clause or if there is a justified suspicion that the business relationship is being used for money laundering, terrorist financing or acts of corruption.

16.4 The Client may not derive any claims against the Contractor from such a withdrawal.

17. CHOICE OF LAW, PLACE OF PERFORMANCE, PLACE OF JURISDICTION

17.1 The contracts concluded with the Contractor shall be governed by Austrian law, with the exception of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

17.2 The place of performance shall generally be the Contractor's registered office, unless another place of performance has been agreed. Only a written agreement shall be binding for the Contractor vis-à-vis business clients. The place of performance for the realization of systems shall be the place of installation in accordance with the respective offer, order or contract.

17.3 The place of jurisdiction for disputes between the entrepreneurial Client and the Contractor shall be the court with subject-matter and local jurisdiction for the Contractor's registered office. However, the Contractor shall be free to bring disputes before another legally competent court, in particular the general place of jurisdiction of the entrepreneurial Client.

18. SEVERABILITY CLAUSE

18.1 Should any provision of these GTC be invalid, void or unenforceable in whole or in part, this shall not render the remaining provisions of the GTC invalid, void or unenforceable. The remaining content of the GTC shall remain unaffected and in this case the parties to the contract shall be deemed to have agreed on a provision that comes as close as possible to the legal and economic result of the ineffective, invalid or unenforceable provision and is not ineffective, invalid or unenforceable.

19. OTHER

19.1 The contractual language is German. If these GTC exist in several language versions, the German version shall prevail and be binding. Translations of these GTC are for information purposes only.

19.2 Amendments and supplements to the contract must be made in writing in order to be legally effective for business clients. This shall also apply to the waiver of the written form clause. Consumers must address offers to amend or supplement the contract to the Contractor in writing. The Contractor hereby gives notice that it is not interested in verbal arrangements and/or agreements. Insofar as the Contractor does not give written consent or the arrangements and agreements are not recorded in writing, the discussions shall be deemed to be non-binding contract negotiations.

19.3 The Client shall notify the Contractor of any change of address.

19.4 A declaration by the Contractor shall also be deemed to have been received by the Client if the Client has not notified the Contractor of a change of address and the Contractor sends the declaration to the Client's last known address.

19.5 For reasons of better readability for the Client, only the masculine form is used in the GTC. The female form is always included.

v0.12 / 05.04.2022