General Terms and Conditions of Grid Connect Solutions GmbH (“GCS”)

1. validity
1.1 These General Terms and Conditions (“GTC”) shall apply between us and commercial customers within the meaning of Section 1 KSchG (“Customer(s)”) for the legal transaction in question as well as for all future transactions, even if no express reference is made to them in individual cases, in particular in the case of future supplementary or follow-up orders.
1.2 The current version of our GTC shall apply at the time of conclusion of the contract.
1.3 These GTC shall also apply in the event of conflicting or deviating terms and conditions of the customer, which are not recognized and are hereby expressly rejected. All agreements made between GCS and the Customer that deviate from these GTC shall be made in writing.
1.4. The Customer’s terms and conditions shall not be recognized even if we do not expressly object to them upon receipt.

2. offer and conclusion of contract
2.1 Our offers are non-binding.
2.3 Promises, assurances and guarantees on our part or agreements deviating from these GTC in connection with the conclusion of the contract shall only become binding upon our written confirmation.
We are not liable for advertising statements made by third parties, in particular advertising statements made by manufacturers and their agents. The customer must provide us with any information about our services or products that is stated in catalogs, price lists, brochures, advertising mailings or other media that is not attributable to us, provided that the customer bases its decision to place an order on such information. In this case, we may comment on their accuracy. If the customer breaches this obligation, such information shall be non-binding unless it has been declared in writing to be part of the contract.
2.4. Any terms used in connection with our documents (brochures, offers, etc.) (in particular “warranted characteristics”, “guaranteed performance”, etc.) shall always represent a description of the agreed quality and performance characteristics, without this constituting a guarantee.
2.5. Cost estimates are provided without guarantee.

3. prices
3.1. price quotations are not to be understood as a lump sum.
3.2. for services ordered by the customer which are not covered by the original order, the customer is entitled to reasonable remuneration.
3.3. price quotations are subject to the applicable statutory value added tax and ex warehouse. Packaging, transportation. Packaging, transport and shipping costs as well as customs duties and insurance shall be borne by the entrepreneurial customer.
3.4. The customer shall arrange for the professional and environmentally friendly disposal of old material. If we are commissioned to do so separately, the customer shall additionally remunerate us for this to the extent agreed for this purpose, unless a fee has been agreed.
3.5. If the customer does not allow us to make a delivery, including the necessary parking facilities, we shall be compensated for the additional expense.
3.6 We are entitled of our own accord to adjust the contractually agreed fees if changes of at least 15% have occurred with regard to (a) wage costs by law, regulation, collective agreement, works agreements or (b) other cost factors necessary for the provision of services such as material costs due to recommendations of the Joint Commissions or changes in national or world market prices for raw materials, changes in relevant exchange rates, etc. since conclusion of the contract. The adjustment shall be made to the extent that the actual production costs at the time of conclusion of the contract change compared to those at the time of actual performance, provided that we are not in default.
3.7. The remuneration for continuing obligations is agreed as value-adjusted according to the CPI 2020 and the remuneration is adjusted accordingly. The month in which the contract was concluded is taken as the starting point.
Pipes laid in curves are measured in the outer curve. Fittings and fixtures are also measured in the pipe dimension, but are billed separately. Interruptions up to a maximum of 1 meter are not taken into account.
If billing is based on dimensions and a joint determination of the dimensions has been agreed, the customer must prove that the determined dimensions were not determined correctly if the customer fails to attend despite a timely invitation.

4. goods provided (provisions)
4.1. if goods, equipment or other materials are provided by the customer, we are entitled to charge the customer a surcharge of 20% of the value of the equipment or material provided.
4.2. such provisions by the customer are not covered by the warranty. The customer is responsible for the quality and operational readiness of the materials provided.

5. payment
5.1 If fees, taxes, customs duties or other charges are levied in connection with the service or delivery, these shall be borne by the customer.
5.2 In the case of agreed payment terms, the payment period shall commence on the invoice date, unless otherwise agreed; in the event of late payment, any discounts and other remuneration granted (in particular bonuses) shall be deemed forfeited. The entitlement to a discount deduction requires a written agreement.
5.3. Payment dedications made by the customer on transfer documents are not binding for us.
5.4. In the event of default of payment for which we are responsible, we are entitled to charge default interest of 5% above the applicable 3-month EURIBOR p.a. to entrepreneurs as customers in accordance with § 456 UGB.
5.5 We reserve the right to claim further damages for default.
5.6 If the customer is in default of payment under other contractual relationships with us, we shall be entitled to suspend the fulfillment of our obligations under this contract until the customer has fulfilled them.
5.7. we shall then also be entitled to demand payment of all claims for services already rendered from the current business relationship with the customer.
5.8. the customer shall only be entitled to set-off insofar as counterclaims have been established by a court or recognized by us.
5.9 If the payment deadline is exceeded, any remuneration granted (discounts, rebates, etc.) shall be forfeited and added to the invoice.
5.10. In the event of default of payment, the customer undertakes to reimburse us for the costs necessary and appropriate for collection (reminder costs, collection charges, legal fees, etc.).

6. credit assessment
6.1 The customer expressly agrees that his data may be transmitted to the state-authorized creditor protection associations for the purpose of creditor protection.

7 Obligations of the customer to cooperate
7.1 Our obligation to perform the service shall commence at the earliest as soon as the customer has created all structural, technical and legal prerequisites for performance which were described in the contract or in information provided to the customer prior to conclusion of the contract or which the customer must have known on the basis of relevant specialist knowledge or experience.
7.2 In particular, the customer must provide the necessary information on the location of concealed electricity, gas and water lines or similar devices, escape routes, other structural obstacles, other possible sources of interference, sources of danger as well as the necessary structural data and any projected changes in this regard without being requested to do so before the start of performance.
7.3. order-related details on the necessary information can be requested from us.
7.4. if the customer does not comply with this obligation to cooperate, our performance is not defective – solely with regard to the fact that the customer’s performance is not fully available due to incorrect information provided by the customer.
7.5. the customer must arrange for the necessary permits from third parties as well as notifications and permits from authorities (e.g. registration of electricity supply) at his own expense. We shall draw attention to these when the contract is concluded, unless the customer has waived them or should have had such knowledge due to training or experience.
7.6. The energy and water quantities required for the performance of the service, including trial operation, shall be provided by the customer at the customer’s expense.
7.7. The customer shall also be liable for ensuring that the technical installations, such as supply lines, cabling, networks and the like, are in a technically flawless and operational condition and are compatible with the works or purchased items to be produced by us.
7.8. We are entitled, but not obliged, to inspect these systems for a separate fee.
7.9. The customer must provide us with lockable rooms free of charge for the time of performance of the service for the stay of the workers and for the storage of tools and materials.
7.10. The customer is liable for damages and additional costs with regard to the breach of the obligations to cooperate mentioned in this point. Additional costs directly incurred by us and easily quantifiable (e.g. additional hours spent by our employees or fuel costs) shall be invoiced immediately.

8. performance of services
8.1. we are only obliged to take into account subsequent requests for changes and extensions by the customer if they are necessary for technical reasons in order to achieve the purpose of the contract.
8.2. objectively justified minor changes to our performance of services that are reasonable for the customer shall be deemed to have been approved in advance.
8.3 If, after the order has been placed, the order is amended or supplemented for any reason whatsoever, the delivery/performance period shall be extended by a reasonable period.
8.4 If, after conclusion of the contract, the customer requests performance 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 be incurred due to the acceleration of material procurement, and the remuneration shall increase appropriately in proportion to the necessary additional expenditure.
8.5. Partial deliveries and services that are objectively justified (e.g. plant size, construction progress, etc.) are permissible and may be invoiced separately.

9. performance deadlines and dates
9.1 Deadlines and dates shall be postponed in the event of force majeure, strike, unforeseeable delays by our suppliers for which we are not responsible or other comparable events beyond our control (e.g. bad weather) for the period during which the corresponding event lasts. This shall not affect the customer’s right to withdraw from the contract in the event of delays that make it unreasonable to be bound by the contract.
9.2 If the start of the performance of the service or the performance is delayed or interrupted by circumstances attributable to the customer, in particular due to the breach of the obligations to cooperate in accordance with point 7 of these GTC, performance periods shall be extended accordingly and agreed completion dates shall be postponed accordingly
9.3. we shall be entitled to charge 10% of the invoice amount for each month of delay in performance commenced for the additional expenses and activities incurred as a result, such as necessary transportation and storage of materials and equipment, whereby the customer’s obligation to pay and its obligation to accept shall remain unaffected.
9.4 The delivery and completion dates shall only be binding if compliance with them has been agreed in writing.
9.5 In the event of a delay in the fulfillment of the contract by us, the customer shall be entitled to withdraw from the contract after setting a reasonable grace period. The grace period must be set in writing by registered letter with a simultaneous threat of withdrawal.

10. reference to limitation of the scope of services
10.1. in the course of assembly and repair work, damage may occur (a) to existing (pipe) lines, equipment as a result of unrecognizable (in particular structural) conditions or material defects in the existing stock (b) during chiselling work in bondless masonry. We shall only be responsible for such damage if we have culpably caused it.
10.2.
10.3. In the case of makeshift repairs, the customer must immediately arrange for professional repairs to be carried out.

11 Transfer of risk
11.1 In the case of delivery of goods, the risk shall pass to the customer as soon as we hold the object of purchase, the material or the work ready for collection, deliver it ourselves or hand it over to a carrier. The customer approves any customary mode of shipment.
11.2. The customer must insure himself against this risk accordingly.

12. default of acceptance
12.1. if the customer is in default of acceptance for more than two weeks (refusal of acceptance, default with advance performance or otherwise) and if the customer has not provided for the elimination of the circumstances attributable to him which delay or prevent the performance of the service despite setting a reasonable grace period, we may, if the contract is still valid, dispose of the equipment and materials specified for the performance of the service elsewhere, provided that, if the performance of the service is continued, we procure them within a period of time appropriate to the respective circumstances.
12.2 In such a case, we shall have the right to demand payment for services rendered and to withdraw from the contract after a reasonable grace period.
12.3.

13. retention of title
13.1. the goods delivered, assembled or otherwise handed over by us shall remain our property until full payment has been made.
13.2. resale is only permitted if we have been notified of this in good time in advance, stating the name and address of the buyer, and we consent to the sale.
13.3. in the event of our consent, the purchase price claim of the entrepreneurial customer shall already now be deemed assigned to us.
13.4. if the customer is in default of payment, we shall be entitled to demand the return of the reserved goods after setting a reasonable grace period.
13.5. the customer must inform us immediately of the opening of bankruptcy proceedings against his assets or the seizure of our reserved goods.
13.6. in order to assert our retention of title, we shall be entitled to enter the location of the goods subject to retention of title insofar as this is reasonable for the customer; this shall be done after reasonable advance notice.
13.7. the customer shall bear the necessary and reasonable costs for appropriate legal prosecution.
13.8. the assertion of the retention of title shall only constitute a withdrawal from the contract if this is expressly declared.
13.9. the object of performance/purchase may not be pledged, transferred by way of security or otherwise encumbered with third-party rights until all our claims have been paid in full. In the event of seizure or other claims, the customer is obliged to point out our right of ownership and to inform us immediately

14. third-party property rights
14.1 If the customer provides intellectual creations or documents and if third-party property rights are asserted with regard to such creations, we shall be entitled to suspend the manufacture of the delivery item at the customer’s risk until the rights of third parties have been clarified and to claim reimbursement of the necessary and useful costs incurred by us. The customer shall indemnify and hold us harmless in this respect.
14.2. We may also demand compensation from the customer for necessary and useful costs incurred by us.

15. our intellectual property
15.1. plans, sketches, cost estimates and other documents provided by us or created by our contribution shall remain our intellectual property.
15.2. the use of such documents outside the intended use, in particular the passing on, duplication, publication and making available, including copying in extracts only, shall require our express consent.
15.3. the customer further undertakes to maintain secrecy towards third parties regarding the knowledge gained from the business relationship.

16. warranty
16.1. the provisions on the statutory warranty shall apply.
16.2. the warranty period for our services shall be one year from handover.
16.3. in the absence of any agreement to the contrary (e.g. formal acceptance), the time of handover shall be the time of completion, at the latest when the customer has taken control of the service or has refused to accept it without giving reasons.
16.4. if a joint handover is planned and the customer fails to attend the handover date notified to him, the handover shall be deemed to have taken place on this date.
16.5. rectification of a defect claimed by the customer shall not constitute acknowledgement of this defect claimed by the customer.
16.6. we must be granted at least two attempts to rectify the defect.
16.7. we may avert the request to terminate the contract by improvement or reasonable price reduction, provided that the defect is not a significant and irreparable defect.
16.8. if the customer’s claims for defects are unjustified, the customer shall be obliged to reimburse us for any expenses incurred in establishing the absence of defects or rectifying defects.
16.9. the customer must always prove that the defect already existed at the time of delivery.
16.10. defects in the delivery item which the customer has discovered or should have discovered by inspection in the ordinary course of business after delivery must be reported to us in writing immediately, at the latest 8 days after delivery.
16.11. The customer shall immediately cease any use or processing of the defective object of performance which threatens further damage or makes it difficult or impossible to determine the cause, unless this is unreasonable.
16.12. If a notice of defects is not made in good time, the goods shall be deemed to have been approved.
16.13. The defective delivery or samples thereof shall be returned to us by the customer – insofar as this is economically justifiable. Any transportation and travel costs incurred in connection with the rectification of defects shall be borne by the customer. The defective delivery or samples thereof shall be returned to us by the customer, provided this is economically justifiable.
16.14. The customer shall be obliged to enable us to determine the defect without delay.
16.15. The warranty shall be excluded if the customer’s technical equipment, such as supply lines, cabling, etc., is not in a technically perfect and operational condition or is not compatible with the delivered items, provided this circumstance is the cause of the defect.
16.16 The fact that the work is not fully suitable for the agreed use does not constitute a defect if this is based solely on deviating actual circumstances from the information available to us at the time of performance because the customer does not fulfill his obligations to cooperate in accordance with point 7.

17 Liability
17.1 We shall only be liable for financial losses due to breach of contractual or pre-contractual obligations, in particular due to impossibility, delay, etc., in cases of intent or gross negligence due to the special technical features.
17.2. liability shall be limited to the maximum liability amount of the liability insurance taken out by us.
17.3. this limitation shall also apply with regard to damage to an item that we have accepted for processing.
17.4. claims for damages by the customer must be asserted in court within two years, otherwise they shall lapse.
17.5. the exclusion of liability also includes claims against our employees, representatives and vicarious agents due to damage caused by them to the customer – without reference to a contract on their part with the customer.
17.6. our liability is excluded for damage caused by improper handling or storage, overuse, non-compliance with operating and installation instructions, incorrect assembly, commissioning, maintenance, servicing by the customer or third parties not authorized by us, or natural wear and tear, insofar as this event was causal for the damage. Liability is also excluded for failure to carry out necessary maintenance, unless we have contractually assumed the obligation to carry out maintenance.
17.7 If and insofar as the customer can claim insurance benefits for damages for which we are liable through its own insurance or insurance taken out in its favor (e.g. liability insurance, comprehensive insurance, transport, fire, business interruption and others), the customer undertakes to claim the insurance benefit and our liability shall be limited to the disadvantages incurred by the customer as a result of claiming this insurance (e.g. higher insurance premium).

18. severability clause
18.1. should individual parts of these GTC be invalid, this shall not affect the validity of the remaining parts.
18.2. we, as well as the customer, hereby undertake to jointly agree on a replacement provision that comes as close as possible to the economic result of the invalid provision.

19. general
19.1. Austrian law shall apply, whereby the UN Convention on Contracts for the International Sale of Goods is excluded.
19.2. place of performance is our registered office.
19.3. place of jurisdiction for all disputes arising from the contractual relationship or future contracts between us and the entrepreneurial customer is the court with local jurisdiction for our registered office. However, we may also sue the customer at his general place of jurisdiction.

Status: July 2024