General Terms and Conditions of e.battery systems AG
These General Sales Conditions ("Terms and Conditions") are intended to ensure the smooth processing of your orders. Therefore, our terms and conditions are an integral part of our business relationship and apply to both "online" and "offline" sales.


1       Scope of Application

These general conditions apply to legal transactions between companies for the delivery of movable tangible goods including related firmware and documentation, and analogously for the provision of services including related documentation.


2       Offer

2.1     Unless otherwise stated in the offer, seller’s offers are non-binding.

2.2    The applicability of the buyer's General Terms and Conditions is excluded in any case.

2.3    All offer and project documents may not be reproduced or made accessible to third parties without the seller's consent. They can be reclaimed at any time and must be immediately returned to the seller.


3       Conclusion of Contract, Contract Amendment, and Interpretation

3.1     A contract is considered concluded when the seller has sent a written order confirmation or a delivery after receiving the order, or has started to provide the service.

3.2    Claims for warranties or liabilities cannot be derived from information in catalogs, brochures, advertising materials, and written or oral statements made by the seller or third parties not included in the contract.

3.3    Subsequent changes and/or additions to the contract (including a change of the following formal requirements), its termination, and all (other) unilateral declarations of intent provided for in the contract or these conditions, or related to them, require written form to be valid.

3.4    Unless otherwise agreed, each party bears its own costs associated with the establishment, execution, and termination of the contract.

3.5    For purposes of contract interpretation, it is expressly assumed – unless expressly agreed otherwise in individual cases – that the seller is an independent contractor, and that the seller or its owners, partners, employees, consultants, or subcontractors are not considered as agents, assistants, partners, joint ventures, or employees of the buyer.


4       Delivery

4.1     Unless otherwise agreed, the delivery period begins on the latest of the following dates:

  1. a) Date of order confirmation;
  2. b) Date of fulfillment of all technical, commercial, and other prerequisites incumbent on the buyer;
  3. c) Date on which the seller receives an advance payment or security to be made before delivery of the goods.

4.2    Governmental and any necessary approvals, consents, or certifications by third parties ("Approvals") required for the execution of facilities must be obtained by the buyer. Technical preparations, site clearances, provisions, and controls of preliminary services by the buyer ("Preliminary Services") must be carried out to the agreed extent and quality. If such approvals or preliminary services are not provided in time, the delivery period will be extended accordingly.

4.3    The seller is entitled to carry out and invoice partial or advance deliveries. If delivery on call is agreed, the goods are considered called at the latest 1 year after ordering.

4.4    In the event of unforeseeable circumstances or those independent of the parties' will, such as cases of force majeure, that hinder compliance with the agreed delivery period, it will be extended by the duration of the impediment; this includes, in particular, natural disasters, armed conflicts and terrorist attacks, cyber-attacks, the outbreak and spread of diseases of significant extent, endemics, epidemics, pandemics, governmental interventions and prohibitions, shortages of energy and raw materials, labor disputes, embargoes and sanctions that could subject the seller to penalties or other disadvantages, delays in transportation and customs clearance, delivery stops and shortages, transport damages, failure of a significant, hard-to-replace supplier, and other problems in the supply chain. Circumstances such as the aforementioned also entitle to an extension of the delivery period if they occur at suppliers and/or subcontractors of the seller. If the impediment lasts longer than 6 months, the seller is entitled to withdraw from the contract regarding the parts of the contract that have not yet been performed or have not yet begun to be performed after an unsuccessful attempt at amicable settlement, applying point 8.5.

4.5    If a contractual penalty (penalty) for delivery delay was agreed upon between the parties at the time of contract conclusion, and unless otherwise agreed, it will be paid according to the following regulation, whereby deviation from this in individual points does not affect its application otherwise:

A delay in fulfillment provably caused solely by the seller's fault entitles the buyer to claim a contractual penalty of a maximum of 0.5% for each completed week of delay, but in total no more than 5%, of the value of that part of the total delivery which cannot be used due to the non-timely delivery of a significant part, provided that the buyer has incurred damage in this amount. Further claims for damages due to delay are excluded if a contractual penalty is agreed.

4.6    In cases of point 4.4, a contractual penalty is not applicable.

4.7     If acceptance has been agreed upon, the goods or service is deemed to be fully accepted at the latest when it begins to be used in the operation or commercial activity of the buyer.

4.8    The seller has the right to use subcontractors for all deliveries and services, provided he informs the buyer.


5       Transfer of Risk and Place of Performance

5.1     Unless otherwise agreed, delivery of goods is agreed as EXW (Incoterms® 2020 – ICC).

5.2    For services, the place of performance is the one specified in the written order confirmation, or alternatively, where the service is actually provided by the seller. The risk for a service or an agreed partial service transfers to the buyer upon its provision.


6       Payment

6.1     Unless payment terms have been agreed, 60% of the price is due upon receipt of the order confirmation and the remainder upon delivery.

6.2    For partial invoices, the respective partial payments are due upon receipt of the respective invoice. This also applies to billing amounts arising from subsequent deliveries or other agreements beyond the original closing sum, regardless of the payment terms agreed for the main delivery.

6.3    Payments are to be made without any deduction free to the seller's place of payment in the agreed currency. Acceptance of checks or bills of exchange is always only on account of payment. All associated interest and expenses (such as collection and discount expenses) are borne by the buyer.

6.4    The buyer is not entitled to withhold payments due to warranty claims or other counterclaims. Granted discounts, bonuses, or other reductions are contingent upon the buyer's timely performance of the full payment.

6.5    A payment is deemed to have been made on the day the seller can dispose of it.

6.6    If the buyer is in default with an agreed payment or other performance from this or other legal transactions, the seller may - unless otherwise agreed - without prejudice to his other rights

  1. a) postpone the fulfillment of his own obligations until these payments or other performances are made and claim an appropriate extension of the delivery period,
  2. b) call due all open claims from this or other legal transactions and charge legal default interest for these amounts from the respective due date if the seller does not prove higher costs,
  3. c) in case of the buyer's qualified insolvency, i.e., after twice being in default, fulfill this and other legal transactions only against prepayment.

In any case, the seller is entitled to bill pre-litigation costs, especially reminder fees and attorney costs, according to the legally applicable regulations.

6.7    The seller retains title to all goods delivered by him until the complete payment of the invoice amounts plus interests and costs. The buyer hereby assigns to the seller, to secure the purchase price claim, his claim arising from a resale of reserved goods, even if these have been processed, transformed, or mixed. The buyer is authorized to dispose of the goods subject to retention of title in the event of resale with deferment of the purchase price only under the condition that he simultaneously notifies the second buyer of the security assignment or notes the assignment in his business records. Upon request, the buyer must disclose the assigned claim and its debtor to the seller, provide all information needed for collection, hand over the related documents, and notify the third-party debtor of the assignment. In the event of seizure or other claims, the buyer must indicate the seller's ownership and notify the seller immediately.

6.8    The seller has the right to send the invoice electronically.


7        Warranty

7.1     Upon adherence to the agreed payment conditions, the seller is obliged, according to the following provisions, to remedy any defect impairing functionality that exists at the time of transfer, resulting from design, material, or workmanship errors.

7.2     Unless otherwise agreed, the warranty period is 6 months. This also applies to delivery and service items that are firmly connected to a building or ground. The warranty period begins at the time of risk transfer according to point 5. The statute of limitations occurs directly at the end of the warranty period.

7.3     If the delivery or service is delayed for reasons not attributable to the seller's sphere, the warranty period begins 2 weeks after the seller's readiness to deliver or perform.

7.4     The warranty claim requires that the buyer has notified the seller in writing of the occurred defects within a reasonable period (notice of defects according to § 377 UGB) and that the notification reaches the seller. The buyer must prove the existence of the defect within a reasonable period, in particular, by providing the seller with the available documents or data. In the event of a warranty-eligible defect, the seller may first choose to repair or replace it. If this is not possible or involves disproportionate costs and efforts, the buyer and seller can agree on a price reduction. Withdrawal from the contract due to warranty is excluded in any case.

7.5     For improved or replaced parts of the delivery or service, the warranty period starts anew but ends no later than 6 months after the end of the original warranty period.

7.6    For warranty work at the buyer's operation, the seller must be provided with the necessary auxiliary personnel, lifting devices, scaffolds, and small materials, etc., free of charge. Materials and parts replaced by the seller during warranty work become the seller's property free of charge.

7.7     If goods are manufactured by the seller based on design specifications, drawings, models, or other specifications provided by the buyer, the seller's liability is limited to execution in accordance with these conditions.

7.8    Unless otherwise agreed, the warranty does not cover defects resulting from arrangements and assemblies not performed by the seller, insufficient setup, non-compliance with installation requirements and operating conditions, excessive strain on parts beyond the performance specified by the seller, negligent or incorrect treatment, and use of unsuitable operating materials; this also applies to defects attributable to material provided by the buyer. The seller is also not liable for damages caused by third-party actions, atmospheric discharges, overvoltages, and chemical influences. The warranty does not cover the replacement of parts subject to natural wear and tear.

7.9    The warranty expires immediately if the buyer or a third party not expressly authorized by the seller makes changes or repairs to the goods or services without the seller's written consent.

7.10   The points 7.1 to 7.9 apply analogously also for any liability for defects on other legal grounds.

7.11    Unless otherwise agreed, a legal obligation to update in the sense of Directive (EU) 2019/771 for goods with digital elements and for digital services is excluded.


8       Withdrawal from the Contract

8.1     A prerequisite for the buyer's withdrawal from the contract is, unless a more specific regulation has been made, a delivery delay attributable to the seller's gross negligence, as well as the expiration of a set, reasonable grace period.

8.2    Independently of his other rights, the seller is entitled to withdraw from the contract,

  1. a) if the delivery of goods or the commencement or continuation of the service is made impossible or further delayed despite the setting of a reasonable grace period for reasons attributable to the buyer,
  2. b) if concerns regarding the buyer's solvency have arisen and the buyer does not make a prepayment or provide suitable security before delivery upon the seller's request, or
  3. c) if the buyer fails to comply with the obligations imposed on him by point 14 properly.

8.3    The withdrawal can also be declared with respect to an outstanding part of the delivery or service for the reasons mentioned above.

8.4    If insolvency proceedings are opened over the buyer's assets or a request for the initiation of insolvency proceedings is rejected due to insufficient assets, the seller is entitled to withdraw from the contract without setting a grace period. If this withdrawal is exercised, it becomes effective immediately with the decision that the company will not be continued. If the company is continued, a withdrawal becomes effective only 6 months after the opening of the insolvency proceedings or after the rejection of the request for opening due to insufficient assets. In any case, the contract termination takes effect immediately if the insolvency law applicable to the buyer does not oppose this or if the contract termination is indispensable to avert significant economic disadvantages for the seller.

8.5    Without prejudice to the seller's claims for damages, including pre-litigation costs, services or partial services already provided must be invoiced and paid in accordance with the contract in the event of withdrawal. This also applies if the delivery or service has not yet been accepted by the buyer and for preparatory actions performed by the seller. Instead, the seller also has the right to demand the return of goods already delivered.

8.6    The withdrawal must be asserted by registered mail. Other consequences of the withdrawal are excluded.

8.7    The assertion of claims by the buyer due to laesio enormis, mistake, and the absence of the basis of the business transaction is excluded.


9       Disposal of Electrical and Electronic Old Devices

The buyer is responsible for providing the seller with all information necessary to fulfill the seller's obligations as a manufacturer/importer according to the legally applicable regulations.


10      Liability of the Seller

10.1   The seller is liable for damages outside the scope of the Product Liability Act, unless otherwise agreed, only if intentional misconduct or gross negligence is proven, within the scope of the legal regulations. Unless otherwise agreed, the total liability of the seller in case of gross negligence is limited to the net total price.

10.2   Unless otherwise agreed, liability for slight negligence, except for personal injuries, as well as compensation for consequential damages, pure financial losses, indirect damages, loss of production, financing costs, costs for substitute energy, loss of energy, data or information, lost profits, unachieved savings, loss of interest, and damages from third-party claims against the buyer are excluded.

10.3   Unless otherwise agreed, any compensation for non-compliance with conditions for assembly, commissioning, and use (e.g., contained in operating instructions) or necessary approvals is excluded of the original warranty period.

10.4   If contractual penalties are agreed, any further claims for damages are excluded, as far as legally permissible.

10.5   he provisions of point 10 apply, unless otherwise agreed, to all liability claims of the buyer against the seller, regardless of the legal basis and title, and are also effective for all employees, subcontractors, and suppliers of the seller.


11       Intellectual Property Rights and Copyright

11.1    If a product or service is manufactured or provided by the seller based on design specifications, drawings, models, or other specifications provided by the buyer, the buyer shall indemnify and hold the seller harmless from any infringement of intellectual property rights.

11.2    Unless otherwise agreed, execution documents such as plans, sketches, and other technical documents, as well as samples, catalogs, brochures, illustrations, etc., remain the intellectual property of the seller and are subject to relevant legal provisions regarding duplication, imitation, and competition. Point 2.3 also applies to execution documents.

11.3    The seller hereby grants the buyer the non-exclusive, non-transferable, and non-sublicensable right to use intellectual property granted for the use of firmware at the contractually agreed location according to the contractual specifications and for the purposes underlying the contract. All other rights to intellectual property are reserved to the seller and its licensor.


12      Assertion of Claims

All claims by the buyer must be judicially asserted within 3 years from the time of the transfer of risk according to point 5, unless mandatory legal provisions prescribe other deadlines, otherwise they are forfeited.


13      Data Protection

13.1    The parties commit to comply with the data protection regulations and requirements, especially the Regulation (EU) 2016/679 ("GDPR") and the Data Protection Act ("DSG"), in their respective valid versions, in the course of executing the relevant legal transaction.

13.2   Should further data protection agreements be necessary for the execution of the legal transaction in compliance with the aforementioned provisions, the parties will agree on these separately in writing.


14      Compliance with Export Regulations

14.1    When passing on the delivered goods or the provided services, including related documentation and any form of technical support, the buyer must comply with the applicable national and international export control laws. In any case, the buyer must observe the export control regulations of the country from which he exports the goods or services, the EU, the USA, and/or the United Nations.

14.2   Before passing on the goods or services, the buyer will check and ensure through appropriate measures that a) he does not violate an embargo of the EU, the USA, and/or the United Nations by such transfer, brokering contracts about such goods or services, or providing other economic resources related to such goods or services, also considering possible circumvention bans (e.g., through illegal diversion); b) such goods or services are not intended for prohibited or license-required armament-related, nuclear or weapon-technical uses, unless all necessary permits are obtained; c) the regulations of all relevant EU and USA sanctions lists regarding business transactions with the aforementioned companies, individuals, or organizations are complied with; or d) the goods and services covered by the current versions of the annexes of relevant EU regulations, such as No. 833/2014 and No. 765/2006 or Annex I of the Dual-Use Regulation (EU) No. 2021/821, are not exported to Russia or Belarus directly or indirectly – e.g., via countries of the Eurasian Economic Union (EAEU) – or sold to a third business partner who has not previously committed not to export the goods or services to Russia or Bela.

14.3   If necessary for compliance with export regulations, the buyer will immediately provide the seller with all information about the final recipient, the intended use of the delivered goods or services, and the relevant export control restrictions upon request.

14.4   The buyer indemnifies the seller from all claims made by authorities or other third parties against the seller due to the buyer's or his business partners' non-compliance with the aforementioned obligations resulting from sanction-/embargo-violating re-export according to point 14.2.


15      General

15.1    Should any provision of the contract or these conditions be invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that comes as close as possible to the intended goal.

15.2   The German language version of the conditions is considered the authentic version and is also to be used for contract interpretation.


16      Jurisdiction and Law

For deciding all disputes arising from the contract – including those about its existence or non-existence – the court located at the entrepreneur's seat having material jurisdiction shall have exclusive local jurisdiction. The contract is subject to Austrian law, excluding the conflict of laws rules. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.


17      Reservation Clause

The fulfillment of the contract by the seller is subject to the condition that no obstacles due to national or international (re-)export regulations, in particular no embargoes or other sanctions, oppose the fulfillment.


As of: March 2024

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