General Terms and Conditions

These General Terms and Conditions (GTC) apply to all deliveries and services of Hellpower Energy GmbH & Co KG (hereinafter: the Seller) to its customers (hereinafter: the Buyer).

Conflicting or deviating terms of the Buyer are not recognised unless the Seller has expressly agreed to their validity in writing. These GTC also apply where the Seller, being aware of conflicting or deviating terms of the Buyer, carries out the delivery to the Buyer without reservation.

All agreements made between the Seller and the Buyer for the purpose of performing the respective contract are set out in writing in that contract.

Offers by the Seller are always made in writing and are non-binding unless otherwise agreed. They are valid for 4 weeks from the date of issue, unless a different period is stated in the offer.

A binding contract is only concluded upon the Seller's written order confirmation or upon the actual delivery of the goods. Verbal side agreements require the Seller's written confirmation to be effective.

The Buyer is bound by its order for a period of 4 weeks. Amendments and additions to agreements must be made in writing.

Technical details, dimensions, weights, illustrations and descriptions in catalogues, brochures and other documents are non-binding statements unless they are expressly designated as binding.

Insofar as official permits are required for the execution of the delivery or service, obtaining them is the Buyer's responsibility, at the Buyer's own cost and risk. The Buyer is obliged to inform the Seller of all technical and legal conditions relevant to the execution of the order.

Partial deliveries are permitted provided they are reasonable for the Buyer.

Delivery periods and dates are generally non-binding unless a binding period has been expressly agreed in writing.

Force majeure, operational disruptions, strikes, lockouts, official measures and other unforeseen obstacles which prevent the Seller, through no fault of its own, from fulfilling its delivery obligation shall extend the delivery period appropriately. The Buyer will be notified without delay in such cases.

The Seller is only obliged to deliver once the Buyer has provided all documents, permits and approvals required for the execution of the order and has made any agreed advance payments. The delivery period only begins to run from the point of readiness for dispatch.

Delivery is made ex works (EXW under the Incoterms) unless otherwise agreed. Packaging, transport, insurance and other shipping costs are borne by the Buyer and are at the Buyer's risk.

The Seller accepts no liability for damage occurring after the transfer of risk to the Buyer. Transport insurance will only be taken out at the express request and at the expense of the Buyer.

The transfer of risk takes place ex works (EXW). As soon as the goods have been handed over to the Buyer, to a carrier commissioned by the Buyer or to another person designated to take receipt, the risk of accidental loss and accidental deterioration passes to the Buyer.

If the handover is delayed for reasons for which the Buyer is responsible, the risk passes to the Buyer at the point in time at which the goods are ready for dispatch and the Buyer has been notified accordingly. In this case, storage costs are borne by the Buyer.

All prices are understood to be net ex works, plus statutory value-added tax and excluding packaging, unless otherwise agreed in writing.

Offers and cost estimates expire after 4 weeks. The Seller reserves the right to make a reasonable price adjustment in the event of material changes to material costs, labour costs or other relevant cost components after the order is placed and before delivery.

Cash discounts and rebates require an express written agreement.

Repairs are invoiced according to actual effort (time and material) unless a fixed price has been agreed. On request, a cost estimate is prepared before the repair begins. If the actual repair costs exceed the cost estimate by more than 15%, the Buyer will be informed in advance.

The Seller reserves the right to refuse repairs if third-party interventions, improper handling or unauthorised modifications are identified on the device submitted. In this case, a processing fee for the diagnosis will be charged.

Invoice amounts are due immediately upon invoicing without deduction, unless otherwise agreed in writing. Upon expiry of the payment period, the Buyer is in default without any further reminder.

In the event of default of payment, the Seller is entitled to charge default interest of 9.2 percentage points above the base interest rate as well as a reminder fee of EUR 40.00 per reminder. The right to assert further damages caused by the default is reserved.

The Buyer is not entitled to withhold payments due on account of complaints of defects or other counterclaims, unless these have been established with legal force or recognised by the Seller.

The delivered goods remain the property of the Seller until full payment of all claims arising from the business relationship (goods subject to retention of title).

The Buyer is obliged to treat the goods subject to retention of title with care and, at its own expense, to insure them adequately against theft, fire and water damage at replacement value. The Buyer may neither pledge the goods subject to retention of title nor transfer them by way of security.

In the event of seizures or other access by third parties to the goods subject to retention of title, the Buyer must notify the Seller without delay and take all necessary measures to safeguard the Seller's rights.

The warranty period is 6 months from the handover of the goods, unless a longer period is mandatorily prescribed by law.

For repairs, the warranty period is 2 months from completion of the repair work.

The presumption rule of § 924 ABGB (presumption that a defect already existed at the time of handover) is expressly excluded.

Obvious defects must be reported in writing without delay, but no later than within 5 working days of receipt of the goods. Hidden defects must be reported in writing without delay upon discovery. If timely notice is not given, the goods are deemed to be approved.

As remedy for defects, the Seller may, at its option, provide repair or replacement. A claim for price reduction or rescission only exists once the remedy of the defect has failed twice.

Claims for damages against the Seller are excluded unless there is gross negligence or intent on the part of the Seller, its legal representatives or vicarious agents.

In the event of gross negligence, the Seller's liability is limited in amount to the order value, but not exceeding EUR 10,000.00 per case of damage.

Liability for lost profit, indirect damage or consequential damage is excluded. The limitation of liability does not apply to damage arising from injury to life, body or health.

The Buyer may only withdraw from the contract if the Seller fails to meet a reasonable grace period for performance and this grace period has also elapsed without result.

The Seller is entitled to withdraw if the Buyer remains in default of payment despite a written reminder and the setting of a reasonable grace period, or if insolvency proceedings are opened over the Buyer's assets or the opening is rejected for lack of assets.

In the event of justified withdrawal by the Seller, the Buyer must reimburse the Seller for all costs incurred as well as any damage.

Set-off against counterclaims of the Buyer as well as a right of retention on the part of the Buyer are excluded, unless the counterclaim has been established with legal force or recognised by the Seller in writing.

The place of performance for all deliveries and services is the Seller's registered office in 3464 Hausleiten, Austria.

For all disputes arising from or in connection with this contract, the court with subject-matter jurisdiction at the Seller's registered office is agreed as the exclusive place of jurisdiction.

Austrian law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.

Amendments and additions to these GTC and to all other agreements require written form to be effective. This also applies to any waiver of the written-form requirement itself.

Should individual provisions of these GTC be or become wholly or partially invalid or unenforceable (severability clause), this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.

The Buyer declares that it has read, understood and accepted these GTC. By placing an order, the Buyer accepts these GTC as binding.