GTC

 1. Scope of Application

1.1 These General Terms and Conditions (hereinafter the “GTC”) of Roither Maschinenbau GmbH, Industriegebiet 11, A-4863 Seewalchen, registered under FN 553274p (hereinafter the “Seller”), shall apply to all present and future deliveries and services rendered by the Seller to the Buyer, unless expressly agreed otherwise in writing.

1.2 By entering into a contract, the Buyer agrees to these GTC and waives the application of its own terms and conditions. Any deviating, conflicting or supplementary general terms and conditions of the Buyer shall not become part of the contract, even if known to the Seller, unless their validity is expressly agreed to in writing by the Seller. These GTC shall also apply to all future transactions with the Buyer without the need for any renewed express reference.

1.3 These GTC apply exclusively to entrepreneurs within the meaning of Section 1 (1) no. 1 of the Austrian Consumer Protection Act (KSchG) and shall not apply to legal transactions with consumers within the meaning of Section 1 (1) no. 2 KSchG. The provisions of the Consumer Protection Act and other consumer protection regulations are therefore expressly excluded to the extent legally permissible for transactions between entrepreneurs.

1.4 The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is expressly excluded.

2. Offers and Conclusion of Contract

2.1 Offers made by the Seller are subject to change and non-binding unless expressly designated as binding in writing. A contract shall only be deemed concluded upon written order confirmation by the Seller or upon actual performance of the service. Until such time, the Seller reserves the right to make changes.

2.2 Amendments and supplements to the contract shall only be valid if confirmed in writing by the Seller.

2.3 Plans, sketches, cost estimates and other technical documents, which may also form part of the offer, as well as samples, catalogues, brochures, illustrations, etc., shall remain the intellectual property of the Seller at all times. Any use, reproduction, duplication, distribution, disclosure to third parties, publication or presentation shall require the Seller’s express prior written consent.

2.4 Cost estimates are prepared to the best of professional knowledge; however, unless expressly agreed otherwise, they are non-binding and subject to a charge. If, after placement of the order, an unavoidable cost overrun exceeding 15% of the agreed estimate arises, the Seller shall notify the Buyer without undue delay. In the case of cost overruns of up to 15%, no separate notification is required and such costs may be invoiced accordingly. The fee for a cost estimate shall be credited if an order is placed covering all services included in the estimate.

3. Prices and Terms of Payment

3.1 Unless otherwise agreed, prices are quoted ex works (EXW) at the Seller’s premises and exclude loading, packaging, transport, freight, customs duties, insurance, assembly or installation, plus applicable statutory VAT.

3.2 Prices are based on cost factors at the time of quotation, unless otherwise agreed. Should labour costs change due to statutory, collective bargaining or company agreements, or should other cost factors relevant to performance (such as material costs, exchange rates, etc.) change by more than 5% prior to delivery, the Seller shall be entitled to adjust the prices in accordance with the actual change in production costs between contract conclusion and performance.

3.3 Unless otherwise agreed, payment terms shall be: 30% upon order placement, 60% prior to delivery, and 10% upon invoicing. Any cash discount requires express written agreement.

3.4 In the event of default in payment, the Seller shall be entitled to charge default interest at a rate of 9.2 percentage points above the base interest rate pursuant to Section 456 UGB. The Buyer shall also reimburse all reasonable reminder and collection costs incurred.

3.5 The Buyer shall not be entitled to withhold payments or set off counterclaims unless such claims have been expressly acknowledged in writing by the Seller.

3.6 If the Buyer is in default of payment or performance, the Seller may, at its discretion:

• suspend its own obligations until settlement;

• extend delivery deadlines appropriately;

• declare the entire outstanding purchase price immediately due;

• charge default interest pursuant to Clause 3.4; or

• withdraw from the contract after granting a grace period of at least 14 days.

4. Retention of Title

4.1 All goods delivered shall remain the property of the Seller until full settlement of all outstanding claims arising from the entire business relationship.

4.2 The Seller shall be entitled to visibly mark its ownership. The Buyer shall take all necessary measures to protect the retention of title. In the event of seizure or third-party intervention, the Buyer shall assert the Seller’s ownership and notify the Seller immediately in writing.

4.3 Resale of goods subject to retention of title is only permitted in the ordinary course of business and subject to prior written notification to and consent by the Seller. In such case, the Buyer’s claim from resale is deemed assigned to the Seller in advance. The Buyer shall record such assignment in its books and inform its debtors accordingly.

4.4 The Buyer expressly consents to the Seller accessing the location of the goods to enforce its retention of title. Any reasonable enforcement costs shall be borne by the Buyer. Enforcement of retention of title shall only constitute withdrawal from the contract if expressly declared.

5. Packaging

Unless otherwise agreed, prices are quoted excluding packaging. Packaging shall be carried out in a customary manner at the Buyer’s expense in order to prevent damage to the goods under normal transport conditions en route to the agreed destination. Packaging will only be taken back subject to a separate written agreement.

6. Transfer of Risk

Unless otherwise agreed, the goods shall be deemed sold “ex works” (EXW – Ex Works) in accordance with the INCOTERMS as amended at the date of contract conclusion. Accordingly, the risk shall pass to the Buyer upon the goods being made available for collection.

7. Delivery Periods and Dates

7.1 Delivery periods and dates shall be non-binding unless expressly agreed as binding in writing and shall be understood as the anticipated time of provision and handover.

7.2 Unless otherwise agreed, the delivery period shall commence on the latest of the following dates:

• the date of order confirmation;

• the date on which all technical, commercial and financial prerequisites to be fulfilled by the Buyer have been satisfied (e.g. provision of permits, documents);

• the date on which the Seller receives any advance payment or security to be provided prior to delivery.

7.3 The Seller shall be entitled to make partial and advance deliveries and to invoice them separately.

7.4 If delivery is delayed due to circumstances attributable to the Buyer (default of acceptance) or due to a breach of the Buyer’s obligations to cooperate, delivery periods shall be extended accordingly and agreed completion dates postponed. The Seller shall be entitled to charge storage fees of 3% of the invoice amount per commenced month for the storage of materials and equipment necessitated by such delay.

7.5 If the Seller is responsible for a delay in delivery, the Buyer may either demand performance or withdraw from the contract after granting a reasonable grace period of at least four weeks. Any claims beyond those specified in this clause are excluded.

8. Acceptance and Cooperation Obligations

8.1 The Buyer shall be obliged to accept deliveries and services provided by the Seller. In the case of delivery “ex works” pursuant to Clause 6, the goods shall be deemed accepted upon provision.

8.2 Where installation or assembly services are agreed, acceptance shall be deemed to have occurred at the earliest of the following:

• written acceptance by the Buyer or its end customer;

• operational commissioning of the installed delivery or service;

• no later than two weeks after installation or readiness for commissioning, unless material defects are notified in writing within this period.

8.3 Services provided on a time and materials basis shall be deemed accepted upon actual performance.

8.4 The Buyer shall ensure all necessary structural, technical and legal prerequisites required for performance, as specified in the contract or communicated prior thereto, or as should have been known based on relevant expertise. In particular, the Buyer shall provide all necessary information regarding concealed utilities, escape routes, structural obstacles, boundaries, hazards, and required static data.

8.5 The Buyer shall obtain all required third-party consents and official permits at its own expense.

8.6 The Buyer shall provide, at its own expense, all energy, water, test materials and consumables required for performance and trial operation. Furthermore, qualified personnel and suitable facilities shall be provided.

8.7 If the Buyer fails to comply with its obligations to cooperate, the Seller may suspend performance and charge any resulting additional costs. Any resulting performance limitations shall not constitute defects.

9. Warranty

9.1 The Seller warrants that the goods conform to the agreed specifications at the time of transfer of risk and are suitable for ordinary use. The warranty period shall be one year from delivery or completion of installation.

9.2 The Buyer bears the burden of proof for defects. The presumption rule under Section 924 ABGB is excluded.

9.3 The Buyer shall inspect the goods immediately upon delivery and notify defects in writing within 7 working days. Hidden defects must be notified within 7 working days of discovery. Failure to notify in time shall result in loss of warranty claims.

9.4 In the event of justified defects, the Seller shall be entitled, at its discretion, to repair or replace the defective goods. At least two attempts shall be permitted.

9.5 Return transport shall be at the Buyer’s cost and risk.

9.6 For third-party components, the Seller’s liability shall be limited to assigned claims against the supplier.

9.7 Where goods are manufactured based on Buyer specifications, the Seller shall not be liable for design correctness. The Buyer shall indemnify the Seller against third-party claims.

9.8 Warranty excludes defects caused by improper use, maintenance, unauthorized modifications, wear and tear, or non-compliance with instructions.

9.9 Self-remedy costs shall only be reimbursed with prior written consent.

9.10 Unjustified defect claims shall be reimbursed by the Buyer.

10. Liability and Damages

10.1 The Seller shall only be liable for damages in cases of intent or gross negligence. Liability for slight negligence is excluded to the extent permitted by law.

10.2 In cases of slight negligence, liability is limited to personal injury. In all cases, liability is capped at the Seller’s insurance coverage.

10.3 Liability for indirect damages, loss of profit, production downtime, data loss, or consequential damages is excluded.

10.4 Claims must be asserted in court within one year after expiry of the warranty period.

10.5 Liability is excluded for damages caused by improper handling, maintenance failures, or third-party actions.

10.6 The Buyer shall first utilize available insurance coverage; Seller liability is limited to residual disadvantages.

11. Product Liability

11.1 The Seller shall be liable under product liability laws only to the extent mandatorily required.

11.2 The Buyer shall maintain adequate product liability insurance and indemnify the Seller where damage is attributable to the Buyer.

12. Force Majeure

12.1 Parties shall be relieved from timely performance due to force majeure events beyond their control.

12.2 Affected party must notify the other within 5 days.

12.3 Deadlines shall be extended accordingly.

12.4 If force majeure persists beyond 6 weeks, the Seller may withdraw from the contract.

13. Data Protection and Confidentiality

13.1 The Seller may process personal data in compliance with applicable data protection laws (GDPR).

13.2 Both parties shall maintain confidentiality indefinitely.

14. Jurisdiction, Governing Law, Place of Performance

14.1 Exclusive jurisdiction shall lie with the competent court at the Seller’s registered office (currently Vöcklabruck).

14.2 Austrian law shall apply, excluding conflict-of-law rules and the CISG.

14.3 Place of performance shall be the Seller’s registered office.

15. Final Provisions

15.1 If any provision is invalid, the remainder shall remain unaffected. The invalid provision shall be replaced by one closest in economic intent.

15.2 Amendments must be in writing. No oral side agreements exist.

15.3 The Seller may engage subcontractors.

15.4 The Buyer must notify changes in relevant information without delay.

Version 04-2026, Translation of the original German version.