General Terms and Conditions (GTCs)

1. Scope of Application

1.1 These General Terms and Conditions (“GTCs”) apply to all deliveries, services, and other legal transactions between Influitech GmbH (hereinafter referred to as the “Seller”) and business entities as defined in Section 1 of the Austrian Commercial Code (UGB) (hereinafter
referred to as the “Customer”).

1.2 Any conflicting, deviating, or supplementary terms and conditions of the Customer shall not become part of the contract, even if they are not
expressly contradicted. They shall apply only if their validity has been expressly agreed to in writing by the Seller.

1.3 These GTCs also apply to all future business relationships, deliveries, services, and legal transactions between the Seller and the Customer, even if no further express reference is made to them.

1.4 Amendments or supplements to these GTCs must be made in writing to be effective. The currently valid version of the GTCs is published on the Seller’s website and may be viewed by the Customer at any time.

2. Offers and Conclusion of Contract

2.1 All offers made by the Seller are subject to change and non-binding, unless they are expressly designated as binding. Orders placed by the Customer shall be deemed a binding offer to enter into a contract.
2.2 A contract is concluded only upon written order confirmation by the Seller or upon actual delivery or performance of services.
2.3 Information contained in catalogues, price lists, brochures, technical documents, on websites, or in other sales materials of the Seller is non-binding unless expressly designated as binding.
2.4 Amendments, supplements, or ancillary agreements to contracts must be in writing to be effective. This also applies to any waiver of this written form requirement.
2.5 Communications via email and other electronic means are deemed equivalent to the written form, provided the sender can be clearly identified.

3. Prices

3.1 The prices listed in the order confirmation apply to the respective order. Unless expressly stated otherwise, all prices are net ex-warehouse or ex-shipment point, excluding sales tax, packaging, transport, insurance, customs, import, and other incidental costs.
3.2 Unless expressly agreed otherwise in writing, all prices are quoted in euros (EUR).
3.3 The Seller is entitled to adjust agreed prices appropriately if, after the conclusion of the contract and prior to delivery or performance of services, cost increases occur that are beyond the Seller’s control. This applies in particular to increases in purchase prices, raw material costs, energy prices, labour costs, transportation and freight costs, insurance premiums, customs duties, public levies, governmental measures, exchange rate fluctuations, and other unforeseeable events or cases of force majeure.
3.4 Price adjustments pursuant to Section 3.3 shall be made to the extent that the costs relevant to the Seller increase. Upon request, the Seller shall provide the Customer with comprehensible information regarding the price adjustment.
3.5 If a cost increase pursuant to Section 3.3 results in a price increase of more than 10% of the originally agreed net price and the Seller fails to reach an agreement with the Customer within 30 days of notification of the price adjustment regarding the continuation of the contract under the adjusted terms, the Seller is entitled to withdraw from the contract in whole or in part. Such a withdrawal shall not entitle the Customer to any claims, in particular no claims for damages, reimbursement of expenses, or other compensation.
3.6 War risk surcharges, emergency cost surcharges, special freight surcharges, embargo surcharges, port surcharges, security surcharges, or comparable surcharges introduced or passed on by the Seller or its suppliers after the conclusion of the contract shall be borne additionally by the Customer. Such surcharges shall not be considered a price adjustment within the meaning of the aforementioned provisions.

4. Delivery and Transfer of Risk

4.1 Delivery dates and delivery periods specified by the Seller are generally non-binding unless they have been expressly agreed in writing as binding. Delivery periods begin at the earliest on the date of the order confirmation, following the complete clarification of all technical, commercial, and other execution details, and after the Customer has fulfilled any obligations to cooperate.
4.2 Unless expressly agreed otherwise, deliveries are made ex-warehouse or place of dispatch at the Customer’s expense and risk. The risk of accidental loss or accidental deterioration of the goods passes to the Customer no later than upon handover of the goods to the carrier, freight forwarder, or other transport agent, even if partial deliveries are made or the Seller has undertaken additional services.
4.3 If the Customer is in default of accepting the goods or if shipment is delayed for reasons within the Customer’s control, the risk passes to the Customer upon notification that the goods are ready for shipment or delivery. The Seller is entitled to store the goods at the Customer’s expense and risk and to invoice them as delivered.
4.4 Delivery and performance deadlines shall be extended appropriately in the event of force majeure or other events beyond the Seller’s control. This applies in particular to governmental measures, operational disruptions, labor disputes, shortages of energy or raw materials, transport and logistics disruptions, failures of upstream suppliers, war, terrorism, sanctions, embargoes, natural disasters, pandemics, epidemics, or comparable unforeseeable events, provided that these significantly impede or render the delivery or performance impossible.
4.5 If the circumstances referred to in Section 4.4 persist for more than six months, the Seller is entitled to withdraw from the contract in whole or in part. The Customer shall have no claims arising therefrom, in particular no claims for damages, reimbursement of expenses, or other compensation.
4.6 If the goods cannot be shipped or delivered for reasons for which the Seller is not responsible, or if the Customer fails to accept the goods in a timely manner, the Seller is entitled to store the goods at the Customer’s expense and risk and to invoice the Customer accordingly. After the expiration of 30 calendar days from notification of readiness for delivery, the Seller is entitled to withdraw from the contract in whole or in part by written notice. Further claims of the Seller remain unaffected.
4.7 Partial deliveries are permitted, provided they are reasonable for the Customer.
4.8 Claims by the Customer for delay in delivery, impossibility of performance, or non-performance are excluded, unless the Seller is guilty of intent or gross negligence. Contractual penalties, liquidated damages, or other lump-sum claims for damages require an express written agreement in each individual case to be effective.
4.9 If, after conclusion of the contract, the Seller becomes aware of circumstances that give rise to doubts regarding the Customer’s creditworthiness or solvency, or if the Customer’s financial situation deteriorates significantly, the Seller is entitled to make further deliveries or services contingent upon a reasonable advance payment, security deposit, or other suitable security. Until such advance payment or security is provided, the Seller is entitled to suspend the fulfilment of its delivery and performance obligations without thereby falling into default.

5. Warranty and Liability

5.1 The Seller provides warranty in accordance with statutory provisions, subject to the following provisions.
5.2 In the event of a defect, the Seller is entitled, at its own discretion, to repair, replace, or provide a substitute delivery. Only if the subsequent performance fails or is not carried out within a reasonable period of time shall the Customer be entitled to the statutory warranty remedies.
5.3 To the extent permitted by law, the Seller shall not be liable for indirect damages, consequential damages, pure financial losses, production downtime, business interruptions, lost profits, loss of orders, loss of data, or other indirect damages.
5.4 Claims for damages by the Customer are excluded unless the Seller is proven to have acted with intent or gross negligence.
5.5 To the extent permitted by law, the Seller’s liability for all claims arising from or in connection with an order is limited in amount to the net order value of the delivery or service in question.
5.6 Liability for the suitability of the delivered goods for a specific purpose or for the use intended by the Customer exists only if this characteristic has been expressly warranted in writing by the Seller.

6. Notification of Defects and Liability

6.1 The Customer must inspect the goods immediately upon receipt to ensure they are complete, correct, and free of any apparent defects. Obvious defects, shortages, or incorrect deliveries must be reported in writing immediately, but no later than five business days after receipt of the goods. Hidden defects must be reported in writing immediately upon discovery, but no later than three months after receipt of the goods. If a notice of defect is not provided within the specified time, the deliveries and services shall be deemed accepted, and all claims arising from the defect in question are excluded.
6.2 The Customer must immediately provide the Seller with all information, documents, evidence, and samples necessary to examine the defect and must give the Seller the opportunity to inspect the goods subject to complaint. If the Customer fails to comply with this obligation, all claims arising from the asserted defect shall lapse.
6.3 The warranty period is twelve months from the transfer of risk. In the event of a defect that is reported in a timely manner and is justified, the Seller is entitled, at its discretion, to repair, replace, or provide a substitute delivery. Only if the rectification of the defect or the substitute delivery ultimately fails, is refused, or is not possible for the Seller despite the setting of a reasonable deadline may the Customer demand a price reduction. Cancellation of the contract is excluded in the case of minor defects.
6.4 Returns of goods require the prior written consent of the Seller. Without such consent, the Seller is not obligated to accept returns.
6.5 Claims for damages by the Customer are excluded unless intent or gross negligence on the part of the Seller is proven.
6.6 To the extent permitted by law, the Seller is not liable, in particular, for indirect damages, consequential damages, production downtime, business interruptions, lost profits, loss of orders, loss of use, data loss, or other purely financial losses.
6.7 To the extent permitted by law, the Seller’s liability arising from or in connection with an order is limited in amount to the net invoice value of the respective delivery or service in question.
6.8 Claims for delayed delivery, production stoppages, equipment or machine failures, and resulting consequential damages are excluded, unless the Seller is found to have acted with intent or gross negligence.
6.9 The foregoing limitations of liability do not apply to claims under the Product Liability Act (PHG) or to damages resulting from injury to life, limb, or health, to the extent that a limitation of liability is prohibited by law.
6.10 The existence of intent or gross negligence, as well as all facts giving rise to a claim, must be proven by the Customer.
6.11 The Customer is obligated to include the warranty, liability, and damage compensation limitations contained in these General Terms and Conditions in contracts with its Customers to the extent permitted by law and to draw attention to them accordingly.

7. Terms of Payment

7.1 Unless expressly agreed otherwise, invoices are due for payment without deduction within 14 days of the invoice date. The timely receipt of payment is determined by the full and irrevocable receipt of payment in the account specified by the Seller.
7.2 If, after the conclusion of the contract, circumstances become known that give rise to doubts regarding the Customer’s solvency or creditworthiness, or if the Customer is in default of payment in whole or in part, all outstanding claims of the Seller shall become due immediately. In this case, the Seller is entitled to suspend further deliveries or services until all outstanding claims have been paid in full, to demand appropriate security or advance payments, or to withdraw from unfulfilled contracts in whole or in part. Further legal claims remain unaffected.
7.3 The Customer shall reimburse the Seller for all damages, costs, and expenses incurred by the Seller as a result of the Customer’s default in payment or other breaches of contract.
7.4 In the event of default in payment, the Customer shall owe default interest at the statutory rate pursuant to Section 456 of the Austrian Commercial Code (UGB), as amended. In addition, the Customer shall reimburse all reasonable costs of reminders, collection, investigation, information, and legal action, to the extent that these are necessary for the appropriate legal pursuit of claims.
7.5 Bills of exchange, checks, or other means of payment made in lieu of cash shall be accepted only on the basis of a separate agreement and exclusively on account of performance. All associated costs, expenses, and risks shall be borne by the Customer.
7.6 Payments may be made with debt-discharging effect exclusively to the bank accounts specified by the Seller.
7.7 The assignment of claims or other entitlements of the Customer against the Seller requires the prior written consent of the Seller to be effective.
7.8 The customer is entitled to set-off only with counterclaims that have been legally established, are undisputed, or have been expressly acknowledged by the seller.
7.9 The exercise of rights of retention or the withholding of payments due to alleged defects, counterclaims, or other objections by the Customer is excluded to the extent permitted by law.
7.10 The Seller is entitled to apply incoming payments, regardless of any contrary designations by the Customer, first toward costs, interest, and incidental charges, and subsequently toward the oldest outstanding claim.

8. Retention of Title

8.1 All goods delivered by the Seller remain the sole property of the Seller until all existing and future claims of the Seller arising from the entire business relationship with the Customer have been paid in full. If such an extended retention of title does not exist or exists only to a limited extent under applicable law, ownership shall in any case remain reserved until full payment for the respective delivery has been made.
8.2 The Customer is obligated to properly store the goods subject to retention of title at its own expense, to treat them with care, and to insure them adequately against the usual risks, in particular fire, water, theft, vandalism, and transport damage.
8.3 The Customer is entitled to resell the goods subject to retention of title in the ordinary course of business, provided that the Customer duly meets its payment obligations to the Seller and no insolvency proceedings or comparable proceedings have been filed or opened against its assets.
8.4 Upon conclusion of the contract, the Customer assigns to the Seller, as security for all of the Seller’s claims, all claims—including all ancillary rights, securities, and other claims—arising for the Customer against its Customers or third parties from the resale of the goods subject to retention of title. This includes, in particular, claims for payment of the purchase price, insurance proceeds, claims for damages, and other claims for compensation and unjust enrichment. The Seller accepts this assignment. The Customer is obligated to properly record the assignment of claims arising from the resale of the goods subject to retention of title, made in favor of the Seller, in its books and records. In the case of electronic bookkeeping, the assignment must be documented in a manner that allows for the unambiguous allocation of the assigned claims to the Seller at any time. The Seller is entitled to request proof of compliance with this obligation by means of appropriate documentation.
8.5 The Customer is entitled, until further notice, to collect the claims assigned to the Seller in its own name. The Seller is entitled to revoke this authorization to collect at any time, in particular in the event of default in payment, a significant deterioration in financial circumstances, imminent insolvency, an application to open insolvency proceedings, or any other threat to its claims.
8.6 Upon the Seller’s request, the Customer must immediately disclose the assignment to its Customers, provide all information and documents necessary for the enforcement of the claims, and issue all necessary declarations in this regard.
8.7 If the Customer defaults on payment, if insolvency proceedings are filed or opened against its assets, or if third parties seize the goods subject to retention of title or the assigned claims, the right to resell, process, or otherwise dispose of the goods subject to retention of title shall expire with immediate effect.
8.8 In the cases specified in Section 8.7, the Seller is entitled to demand the return of the goods subject to retention of title at any time, to take them back, and to dispose of them. The assertion of the retention of title and the taking back of the goods shall not be deemed a withdrawal from the contract unless the Seller expressly declares this in writing.
8.9 If the goods subject to retention of title are combined, mixed, processed, or transformed with other movable property, the Seller shall acquire co-ownership of the newly created item in proportion to the invoice value of the goods subject to retention of title to the value of the new item at the time of processing or combination. The Customer shall hold the resulting shares of ownership or co-ownership in trust for the Seller free of charge.
8.10 The Customer must immediately notify the Seller in writing if third parties seize the goods subject to retention of title or the assigned claims, assert liens, initiate enforcement proceedings, or assert other rights. The Customer must provide the Seller with the best possible assistance in defending against such measures and must immediately provide all information and documents necessary for this purpose.
8.11 The Customer shall indemnify and hold the Seller harmless from all costs, expenses, and damages necessary to safeguard or enforce the Seller’s ownership and security rights.
8.12 In the case of deliveries to other EU member states or third countries, the Customer undertakes to take all actions and make all declarations required under the applicable law to effectively establish, maintain, and enforce the Seller’s retention of title, assignment of claims, and other security rights.

9. Product Liability

9.1 Unless expressly stated otherwise in writing, the Seller is not the manufacturer of the delivered goods, but rather a distributor or marketer of products sourced from third-party manufacturers.
9.2 The Seller’s liability is governed exclusively by the mandatory provisions of the Product Liability Act (PHG) and other mandatory statutory provisions.
9.3 To the extent permitted by law, all claims exceeding the mandatory provisions of the Product Liability Act are excluded.
9.4 The Customer is obligated to use the delivered goods exclusively in accordance with the technical specifications, operating instructions, safety regulations, and other guidelines of the manufacturer and the Seller, and to pass this information on to its Customers.
9.5 The Customer shall indemnify and hold the Seller harmless from all claims by third parties to the extent that such claims are attributable to improper use, processing, modification, faulty assembly, insufficient maintenance, or use of the delivered goods for purposes other than those for which they were intended.
9.6 Claims for recourse pursuant to Section 12 of the Product Liability Act or comparable national or international regulations are excluded to the extent permitted by law.
9.7 The Customer undertakes to pass on the limitations of liability and obligations contained in this section to its Customers to the extent permitted by law.

10. Place of Performance, Governing Law, and Jurisdiction

10.1 The place of performance for the Seller’s deliveries and services is Brunn am Gebirge, Austria, unless otherwise expressly agreed in writing. The place of performance for payments is also Brunn am Gebirge, Austria.
10.2 All legal relationships between the Seller and the Customer are governed by Austrian law, excluding the conflict-of-laws provisions of private international law (IPR) and the UN Convention on Contracts for the International Sale of Goods.
10.3 For all disputes arising from or in connection with the business relationship between the Seller and the Customer, including disputes regarding the formation, validity, or termination of contracts, the exclusive jurisdiction of the competent court for Wiener Neustadt, Austria, is agreed upon. However, the Seller is also entitled to sue the Customer at any other legally permissible venue, in particular at the Customer’s place of business, its branch office, or the location of its assets.
10.4 Mandatory statutory provisions, in particular mandatory provisions of international civil procedure law and consumer protection law, remain unaffected.

11. Import, Export, Taxes, and Customs Duties

11.1 Deliveries to EU member states and third countries shall be made in compliance with the applicable export control, foreign trade, and sanctions regulations. The Customer is obligated to provide all necessary cooperation and, upon request, to furnish the Seller with all necessary information, end-use declarations, or other supporting documentation.
11.2 The Customer is solely responsible for compliance with all import, customs, tax, and other import regulations applicable in the country of destination, as well as for the proper handling of the import of the goods.
11.3 All customs duties, taxes, levies, fees, and other public-law charges incurred in the country of destination in connection with the importation of the goods shall be borne exclusively by the Customer.
11.4 The Customer shall indemnify and hold the Seller harmless from and against all claims, damages, costs, or other disadvantages resulting from a breach of the obligations set forth in Sections 10.1 through 10.3.
11.5 Compliance with mandatory export control and sanctions regulations remains unaffected; the Seller is entitled to refuse or suspend deliveries if their execution would violate applicable law.

12. Economic Sanctions and Export Controls

12.1 The Customer warrants that neither the Customer itself nor, to the best of its knowledge, its immediate parent or subsidiary companies, if any, are, as of the date of execution of this Agreement, listed on any relevant sanctions list of the European Union, the United Nations, the United Kingdom, or the United States of America, nor are they controlled by any such sanctioned persons within the meaning of the applicable sanctions regulations.
12.2 The Customer undertakes to comply with all applicable regulations governing economic sanctions, export controls, embargoes, and measures to prevent money laundering and terrorist financing. In particular, the Customer undertakes not to use, transfer, or export the goods delivered by the Seller in any manner that violates such regulations.
12.3 The Customer undertakes not to deliver, sell, or otherwise make the goods available, either directly or indirectly, to sanctioned persons or organizations, nor to use them in any other way for purposes that violate applicable sanctions or export control regulations.
12.4 The Customer must immediately notify the Seller in writing as soon as it becomes aware of circumstances that constitute an actual or potential violation of applicable sanctions, export controls, or embargo regulations, or that make a corresponding official measure appear likely.
12.5 In the event of a violation of this provision or in the event of a reasonable suspicion of such a violation, the Seller is entitled to suspend its contractual obligations in whole or in part, to withdraw from the contract for good cause, or to terminate the contractual relationship with immediate effect. Further statutory rights remain unaffected.
12.6 The Customer shall indemnify and hold the Seller harmless from all damages, costs, and losses resulting from a breach of this provision, to the extent that the Customer is at fault.

13. Severability Clause and Interpretation

13.1 Should any provision of these General Terms and Conditions be or become wholly or partially ineffective, invalid, or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the ineffective provision, a valid provision that most closely approximates the economic purpose of the ineffective provision shall be deemed to have been agreed upon.
13.2 To the extent that these General Terms and Conditions provide for limitations or exclusions of liability and these should be wholly or partially ineffective in individual cases, they shall in any event be deemed agreed to the extent permitted by law. The validity of the remaining liability provisions remains unaffected.
13.3 The parties agree that no provision of these General Terms and Conditions shall be interpreted as excluding or limiting mandatory statutory liability, in particular for intentional acts, personal injury, or under mandatory product liability law.

Version 06/2026