GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

AVITECH Solutions GmbH

Version August 2026

Applicable exclusively to transactions with entrepreneurs and business customers (B2B)

1. Definitions

1.1. The following terms shall have the meanings set out below:

a) “Supplier” means AVITECH Solutions GmbH, Oedt 206/4, 8330 Feldbach, Austria, FN 679282w.

b) “Customer” means exclusively an entrepreneur within the meaning of Section 1 of the Austrian Commercial Code (UGB), or a comparable natural or legal person acting in the course of its business activities, who requests or orders Products from the Supplier.

c) “Products” means industrial spare parts, wear parts, other components and other goods distributed by the Supplier.

d) “Portal” means the Supplier’s website and/or digital product and inquiry platform.

e) “OEM Reference” means a third-party article, reference or comparison number used exclusively for the technical identification and assignment of a compatible Product.

f) “Party” means either the Customer or the Supplier.

2. Scope, Incorporation and Applicable Law

2.1. These General Terms and Conditions of Sale and Delivery apply exclusively to entrepreneurs and business customers. Contracts with consumers shall not be concluded on the basis of these Terms and Conditions. Prior to conclusion of a contract, the Supplier shall be entitled to request proof of the Customer’s status as an entrepreneur, in particular a VAT identification number or an extract from the commercial or trade register.

2.2. These Terms and Conditions apply to all present and future business relationships between the Supplier and the Customer unless expressly agreed otherwise in writing.

2.3. These Terms and Conditions shall become part of the contract if the Customer accepts them upon registration in the Portal or when placing an order, or if the Supplier refers to them in its quotation or order confirmation and makes them available to the Customer. They are available at all times via the Portal.

2.4. Any deviating, conflicting or supplementary terms and conditions of the Customer shall not become part of the contract, even if the Supplier does not expressly object to them. Their applicability requires the Supplier’s express written consent. This shall also apply where the Supplier performs the delivery without reservation despite being aware of such terms and conditions.

2.5. Legally relevant declarations and agreements may be made in writing or by e-mail. Individual agreements shall take precedence over these Terms and Conditions.

2.6. Should any provision be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provision.

2.7. Austrian law shall apply, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2.8. Irrespective of whether a contract is concluded, Sections 3, 4, 15 and 17.1 of these Terms and Conditions shall apply as terms of use for any use of the Portal. By registering, submitting an inquiry or otherwise using the Portal, the user accepts these provisions. The Supplier shall be entitled to block access to the Portal without prior notice in the event of a breach of these provisions.

3. Portal, Product Information and Conclusion of Contract

3.1. The Portal is solely an inquiry and information portal for business-to-business transactions. It serves to provide product information, technical guidance and to facilitate the initiation of contracts. The presentation of a Product in the Portal does not constitute a binding offer by the Supplier and does not provide a means of directly concluding a contract. A purchase contract is not concluded through the Portal itself.

3.2. As a general rule, no binding sales prices are displayed in the Portal. Product inquiries submitted by the Customer are non-binding and do not give rise to any entitlement to receive a quotation or delivery. Based on an inquiry, the Supplier may issue an individual, non-binding quotation.

3.3. A contract shall only be concluded upon the Supplier’s express written order confirmation or, where expressly agreed in an individual case, upon performance of the delivery. The order confirmation shall determine the content and scope of the contract.

3.4. Prior to ordering, the Customer shall verify whether the requested or offered Product is suitable for the intended purpose, the specific machine, machine configuration/version, installation situation and operational requirements.

3.5. Advice, product recommendations and technical information provided by the Supplier are given to the best of its knowledge on the basis of the information supplied by the Customer and, unless expressly designated in writing as a binding specification, do not constitute a guarantee of suitability for a particular operational process.

3.6. The Customer shall provide the Supplier with all information necessary for the unambiguous identification of the Product, completely and accurately. Such information may include, in particular, reference numbers, machine designation, machine version, year of manufacture, serial number, installation position, drawing revision, dimensions, material requirements or photographs.

3.7. Technical changes and reasonable deviations in shape, surface finish, colour, weight, material specification or manufacturing details are reserved, provided that the agreed function and usability of the Product are not materially impaired.

3.8. Catalogues, Portal texts, illustrations, drawings, dimensions, weights, bills of materials and other technical information shall only constitute binding contractual specifications if expressly designated as binding in the quotation or order confirmation. Information regarding availability in the Portal is non-binding and does not constitute a commitment regarding availability.

3.9. Where automated or AI-assisted search, matching or information functions are provided through the Portal, their outputs are provided without warranty as to accuracy or completeness. They do not constitute advice, a guarantee of characteristics or an offer. Only the information contained in the approved quotation and order confirmation shall be binding. Section 3.4 remains unaffected.

4. Aftermarket Products and OEM References

4.1. Unless expressly stated otherwise, compatible spare and wear parts offered by the Supplier are independent aftermarket products and are not original products manufactured by an OEM.

4.2. OEM References are used exclusively for identification, comparison and technical cross-referencing of compatible Products. The use of an OEM Reference does not mean that the Product was manufactured by the respective OEM, nor does it imply any commercial, corporate, contractual or authorised relationship between the Supplier and the respective OEM.

4.3. The designation “Compatible with OEM reference …”, “compatible with OEM reference …” or any equivalent compatibility statement is used exclusively for the technical identification and cross-referencing of a compatible aftermarket Product. It does not indicate that the Product is an original product of the respective OEM. The Customer remains responsible for verifying the specific suitability of the Product for its machine and application based on the machine data available to the Customer.

4.4. OEM References and third-party trademarks, manufacturer names or product names, where used in individual cases, are used exclusively for identification, technical cross-referencing or description of the intended use. AVITECH Solutions GmbH is an independent supplier of compatible aftermarket products and, unless expressly stated otherwise, has no commercial, corporate or authorised distribution relationship with the respective OEM manufacturers. All third-party rights remain unaffected.

5. Prices and Additional Costs

5.1. Only the prices stated in the Supplier’s individual quotation or order confirmation shall apply. Unless otherwise stated, all prices are net prices exclusive of statutory VAT.

5.2. Packaging, freight, express delivery, customs duties, insurance and other ancillary costs shall be charged separately in accordance with the quotation or order confirmation.

5.3. In the case of intra-Community supplies, the Customer shall provide the Supplier with a valid VAT identification number and shall enable the Supplier to obtain the documentation required for VAT exemption. If a VAT identification number provided proves to be invalid or if the requirements for VAT exemption cease to apply for reasons attributable to the Customer, the Supplier shall be entitled to subsequently charge the applicable VAT.

6. Payment

6.1. Invoices are due without deduction within the payment period specified in the quotation, order confirmation or invoice. In the absence of an individual agreement, the invoice amount shall be payable net within 14 days from the invoice date.

6.2. A cash discount may only be deducted where expressly granted in the quotation or order confirmation and provided that all previously due invoices have been paid in full.

6.3. In the event of late payment, the statutory default interest applicable to business transactions pursuant to Section 456 UGB shall apply. The Supplier shall additionally be entitled to claim statutory collection and recovery costs as well as reasonable reminder and debt collection expenses.

6.4. The Supplier shall be entitled to require advance payment, partial advance payment or reasonable security from new Customers and for orders exceeding an individually determined credit limit.

6.5. In the event of late payment, justified doubts regarding the Customer’s solvency or a material deterioration in the Customer’s financial circumstances, the Supplier may withhold outstanding deliveries until all due amounts have been paid in full or adequate security has been provided. This shall not constitute a delay in delivery by the Supplier.

6.6. The Customer may set off claims against the Supplier only against counterclaims that are undisputed, expressly acknowledged or finally adjudicated. A right of retention may only be exercised in respect of claims arising from the same contractual relationship.

7. Delivery, Direct Shipment and Transfer of Risk

7.1. Delivery dates and delivery periods shall only be binding if expressly confirmed by the Supplier in writing as binding. Information regarding estimated delivery times is non-binding.

7.2. The Supplier shall be entitled to have Products shipped directly to the Customer by a manufacturer, upstream supplier, logistics partner or a company commissioned by such party (“Direct Shipment”). Direct Shipment shall not affect the Supplier’s position as the Customer’s sole contractual partner unless a different contractual structure is expressly specified in the quotation or order confirmation.

7.3. The place of delivery, method of shipment, shipping costs and any agreed delivery term (Incoterms® 2020) shall be determined by the respective quotation or order confirmation. Where no specific delivery term has been agreed, the statutory provisions shall apply.

7.4. The transfer of risk and allocation of costs shall be governed by the delivery term agreed in the quotation or order confirmation. In the absence of such an agreement, the statutory provisions shall apply. Transport insurance shall only be taken out at the Customer’s express request and expense.

7.5. The Customer shall document transport damage and shortages with the carrier immediately upon receipt and notify the Supplier thereof in writing without delay in order to preserve claims against the carrier or insurer.

7.6. Partial deliveries are permitted and may be invoiced separately, provided they are reasonable for the Customer.

7.7. Compliance with delivery periods is conditional upon the Customer providing all required information, approvals and cooperation in due time. Delays attributable to the Customer shall result in a reasonable extension of agreed delivery periods.

7.8. In the event of force majeure or other events beyond the Supplier’s control, including in particular operational disruptions, shortages of materials or energy, strikes, governmental measures, transport disruptions, cyber incidents affecting essential service providers or supply failures by upstream suppliers, delivery periods shall be extended for the duration of the impediment plus a reasonable restart period. The Supplier shall inform the Customer of material delays as soon as they become known. If the impediment continues for more than three months, either Party may withdraw from the contract in respect of the affected part of the performance; the Customer shall have no claim for damages in such case.

7.9. The obligation to deliver is subject to the Supplier receiving correct and timely supplies from its upstream suppliers. If the Supplier is unable to deliver for this reason, it shall inform the Customer without delay and refund any payments already made.

8. Delay in Acceptance and Cancellation

8.1. If the Customer fails to accept goods made available in accordance with the contract, or fails to accept them in due time, the Supplier shall be entitled to issue the invoice on the confirmed delivery date or on the date on which the goods are ready for dispatch and to charge storage costs at a flat rate of 0.5% of the net invoice amount for each commenced month of delay. The Customer may prove that a lower loss was incurred, and the Supplier may prove that a higher loss was incurred.

8.2. If the Customer withdraws from the contract without a statutory or contractual right of withdrawal or cancels an order that has already been confirmed, the Supplier shall be entitled, without prejudice to its right to claim higher actual damages, to claim liquidated cancellation damages amounting to 20% of the net order value of the cancelled items. The Customer may prove that a lower loss was incurred.

8.3. In the case of special procurements, custom-manufactured Products or Products already bindingly ordered from an upstream supplier specifically for the Customer, cancellation is excluded once the Supplier has itself placed a binding order.

9. Returns

9.1. There is no right to return Products delivered in accordance with the contract. Returns are permitted only with the Supplier’s prior written consent and upon indication of the return number issued by the Supplier. Unannounced or carriage-forward returns may be rejected.

9.2. A return may only be accepted if the Products are unused, undamaged, in unopened original packaging and in a condition suitable for resale, and if no more than 30 days have elapsed since delivery.

9.3. Where Products are accepted for return for reasons not attributable to the Supplier, the Supplier shall be entitled to deduct a handling and restocking fee of 20% of the net value of the goods, subject to a minimum fee of EUR 25.00. Return shipping costs shall be borne by the Customer.

9.4. Special procurements, custom-manufactured or modified Products, wear and consumable parts with limited shelf life, and Products that have already been installed, fitted or modified are excluded from return.

10. Retention of Title

10.1. Products delivered shall remain the property of the Supplier until all claims arising from the respective delivery transaction have been paid in full.

10.2. The Customer shall handle goods subject to retention of title with due care and shall immediately notify the Supplier in writing of any third-party access, seizure, damage or loss. The Customer shall be liable for any damage incurred by the Supplier as a result of a breach of this notification obligation.

10.3. Pledging or transfer by way of security of goods subject to retention of title is prohibited without the Supplier’s written consent.

10.4. The Customer may resell goods subject to retention of title in the ordinary course of business. The Customer hereby assigns to the Supplier all claims against third parties arising from such resale up to the amount of the outstanding invoice, and the Supplier hereby accepts such assignment. In the case of cross-border deliveries, the effectiveness and structure of the retention of title shall be governed by the mandatory law applicable in the individual case; the Customer shall cooperate in all measures necessary to ensure the effectiveness of the retention of title in the respective country of destination.

10.5. In the event of a breach of contract by the Customer, in particular late payment, the Supplier shall be entitled to withdraw from the contract and demand the return of the goods subject to retention of title.

11. Inspection, Notification of Defects and Warranty

11.1. The Customer shall inspect the Products without delay after delivery in the ordinary course of business and shall notify the Supplier in writing of any apparent defects, incorrect deliveries or quantity discrepancies without delay, and no later than five working days after delivery. Hidden defects shall be notified in writing immediately after discovery. The commercial inspection and notification obligations pursuant to Section 377 UGB remain unaffected. Failure to comply with the notification obligation shall exclude the Customer’s warranty and damages claims.

11.2. The notice of defect shall describe the alleged defect in sufficient detail and, where reasonable, include the AVITECH article number, OEM Reference, delivery date, quantity, installation situation and appropriate photographs or other supporting evidence.

11.3. The warranty period shall be six months from delivery of the Products. The reversal of the burden of proof pursuant to Section 924 ABGB is excluded; from the time of delivery, the Customer shall bear the burden of proving that the defect already existed at the time of handover.

11.4. In the event of justified warranty claims, the Supplier shall, at its discretion, initially provide a remedy by repair or replacement. Only if repair and replacement are impossible, fail or would involve disproportionate expense for the Supplier shall the Customer be entitled to a price reduction or, in the case of a non-minor defect, rescission of the contract.

11.5. The Supplier shall be entitled to have the technical inspection and operational handling of a complaint carried out by the respective manufacturer or upstream supplier. The Customer shall provide the necessary cooperation and, following coordination, make the Product complained of available for inspection or return it.

11.6. If a notice of defect proves to be unjustified, the Supplier shall be entitled to charge the Customer for the inspection, handling and transport expenses incurred.

11.7. No warranty shall apply to defects or damage caused after the transfer of risk, in particular by natural wear and tear, improper storage, incorrect installation, unsuitable tools, incorrect adjustment, inadequate maintenance, use for purposes other than intended, unauthorised modification or processing of the Product without approval.

11.8. Where the Customer has ordered a Product exclusively on the basis of an OEM Reference, drawing, dimension or other technical specification provided by the Customer, the Supplier shall not be liable for incorrect product assignment insofar as the cause lies in incorrect, incomplete or outdated information supplied by the Customer.

11.9. Operational handling of a complaint by a manufacturer or upstream supplier shall not establish any direct contractual relationship between that party and the Customer and shall not affect the Supplier’s contractual position vis-à-vis the Customer unless expressly agreed otherwise in writing.

12. Damages and Liability

12.1. To the extent permitted by law, the Supplier shall be liable for property damage and financial loss only in cases of intent or gross negligence. Liability for slight negligence is excluded. The Customer shall bear the burden of proving gross negligence.

12.2. Liability for personal injury and liability under mandatory product liability provisions shall remain unaffected. Recourse pursuant to Section 12 of the Austrian Product Liability Act (PHG) is excluded to the extent permitted by law.

12.3. To the extent permitted by law, liability for indirect damage, consequential damage, production downtime, business interruption, loss of profit, lost savings, loss of data, recall costs and pure financial loss is excluded.

12.4. The Supplier shall not be liable for damage attributable to unsuitable or improper use, natural wear and tear, incorrect installation, inadequate maintenance, negligent handling or storage.

12.5. In the case of Products manufactured or procured according to specific technical specifications, drawings, samples or dimensions provided by the Customer, the Supplier shall not be liable for disadvantages arising exclusively from such Customer specifications. In this respect, the Customer shall indemnify and hold the Supplier harmless against third-party claims.

12.6. The Customer is responsible for the operational spare-parts and maintenance strategy for its equipment. Information provided by the Supplier regarding recommended spare or wear parts does not release the Customer from its obligation to maintain appropriate maintenance, inspection and spare-parts inventories according to the criticality of its production equipment.

12.7. To the extent permitted by law, claims for damages by the Customer shall become statute-barred within one year from the date on which the Customer becomes aware of the damage and the party responsible, but no later than three years after delivery.

13. Product Safety, Export and Sanctions

13.1. The Customer shall be responsible for compliance with the applicable safety, food law and occupational health and safety regulations governing the use of the Products. Where Products are used in equipment involving food contact, the Customer shall verify their suitability for the specific application prior to use.

13.2. Delivery is subject to there being no obstacles under foreign trade, customs, embargo or sanctions law. Any required export, import or transit permits shall be obtained by the Customer insofar as they fall within the Customer’s sphere of responsibility.

13.3. The Customer warrants that it shall not use, resell or export the Products directly or indirectly in violation of applicable export, embargo or sanctions regulations and shall, where necessary, impose corresponding obligations on its customers.

13.4. The Supplier shall not be responsible for delays resulting from governmental approval procedures, customs clearance or sanctions screening.

14. Distinction from Third-Party Services

14.1. These Terms and Conditions apply exclusively to the supply of Products. Maintenance, servicing, installation, project, engineering, software, data and AI services are not covered by these Terms and Conditions.

14.2. Where reference is made in the Portal or within the business relationship to such services, this is for information purposes only. The Supplier may refer such inquiries to specialised partner companies. Unless expressly agreed otherwise in writing, any contract for such services shall be concluded exclusively and directly between the Customer and the respective partner company under that company’s terms and conditions.

14.3. The Supplier shall not be liable for the performance, quality or timely provision of services provided directly to the Customer by a partner company.

15. Product Data, Documents and Intellectual Property Rights

15.1. Product texts, product images, catalogue structures, technical compilations, compatibility mappings and other Portal content provided by the Supplier may not, without the Supplier’s prior written consent, be systematically reproduced, copied or commercially reused outside the contractually intended purpose. Systematic automated extraction of the Portal (“scraping”) and use of Portal content to create or enrich the Customer’s own or third-party product, catalogue or compatibility databases is prohibited to the extent permitted by law. Any statutory intellectual property rights of the Supplier remain unaffected.

15.2. With regard to drawings, samples, data and technical specifications provided by the Customer, the Customer warrants that it holds the rights necessary for their contractual use. The Customer shall inform the Supplier of any conflicting third-party intellectual property rights known to it.

15.3. OEM References and other third-party identifiers remain associated with their respective rights holders. Their use by the Supplier does not create any proprietary rights in such identifiers.

15.4. Portal access credentials shall be kept confidential and may not be disclosed to third parties. The Customer shall be responsible for actions carried out using its access credentials.

16. Assignment

16.1. The assignment of claims by the Customer arising from a contractual relationship with the Supplier to third parties requires the Supplier’s prior written consent to the extent such restriction is permitted by law.

17. Confidentiality and Data Protection

17.1. The Parties shall treat as confidential any non-public commercial and technical information that becomes known to them during the initiation or performance of the contractual relationship, insofar as the nature of the information or the circumstances indicate a legitimate interest in confidentiality.

17.2. The Supplier shall be entitled to transmit Customer, delivery and Product data required for preparing quotations, procurement, Direct Shipment, technical product assignment and complaint handling to manufacturers, upstream suppliers, logistics providers and other fulfilment partners used by the Supplier, insofar as a legal basis for such processing exists under applicable data protection law. Further details are set out in the Supplier’s Privacy Policy.

18. Language Version

18.1. These Terms and Conditions may be provided in several language versions. In the event of discrepancies or questions of interpretation, the German-language version shall exclusively prevail.

19. Place of Performance and Jurisdiction

19.1. The place of performance for the Customer’s payment obligations shall be the Supplier’s registered office. The place of performance for delivery obligations shall be determined by the agreed delivery term.

19.2. To the extent permitted by law, the court having subject-matter jurisdiction at the Supplier’s registered office shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship. The Supplier shall additionally be entitled to bring proceedings against the Customer at the Customer’s general place of jurisdiction.

19.3. Before commencing court proceedings, the Parties should attempt to resolve disputes amicably by direct written communication within a reasonable period. The right to seek interim relief and the preservation of statutory or contractual time limits shall remain unaffected.

20. Final Provisions

20.1. Oral ancillary agreements shall require written confirmation to be effective, unless mandatory statutory provisions provide otherwise. E-mail shall be sufficient.

20.2. The version of these Terms and Conditions validly incorporated into the respective quotation or contract shall apply. The Supplier may amend these Terms and Conditions for future transactions; amendments shall not have retroactive effect on contracts already concluded.