General terms and conditions of business

1. Validity

1.1. Our deliveries, services and offers are made exclusively on the basis of these General Terms and Conditions. Deviations from our terms and conditions only become part of the contract if they are acknowledged and confirmed by us in writing. Otherwise, we are not bound by any deviating terms and conditions of contractual partners; their inclusion in a contractual understanding is expressly rejected; only the General Terms and Conditions of Enercont GmbH apply.

2. Offers/Acceptance of orders

2.1. Enercont's offers are non-binding.2.2. An order placed with Enercont is only considered accepted when the written order confirmation is sent using the order number assigned to Enercont GmbH.2.3. The buyer/orderer remains bound to his order until Enercont responds. If he does not receive an order confirmation within a reasonable period of time, he can request this within 14 days, otherwise he will withdraw from the order.2.4. If the buyer/orderer withdraws from the contract after sending our order confirmation, we are free to claim a penalty of 30% of the net order value based on the debt, in addition to our statutory claims or those agreed in these terms and conditions, which the buyer/orderer owes, waiving the right to judicial mitigation.

3. Prices

3.1. Our prices are in euros ex works, excluding packaging and transport insurance, plus the applicable statutory VAT.3.2. In contracts for the delivery of goods and other services, i.e. installation and repair work with consumers, we are bound to the prices agreed in writing with the buyer/orderer for 4 months from the conclusion of the contract. If it is intended that the delivery or service is not completed within 4 months of the conclusion of the contract, the prices then valid for services that are not provided according to the price list apply.

4. Delivery/performance time and transfer of risks

4.1. The delivery and assembly deadlines specified by us are non-binding unless expressly agreed otherwise in writing.4.2. Delivery and service delays due to force majeure (e.g. fire, strike, operational disruptions at suppliers or at our company, etc.) as well as unforeseeable official measures entitle us to postpone the delivery or service for the duration of the disruption plus a reasonable start-up time or to withdraw from the contract in whole or in part due to the part not yet fulfilled. The right to make partial deliveries is expressly granted. Such events do not constitute a delay due to lack of fault.4.3. If the disruption lasts longer than three months, our contractual partner is entitled to withdraw from the contract with regard to the part still to be fulfilled after setting a reasonable grace period of a further three weeks. The partial service already provided up to that point must be paid for.4.4. The risk of the item passes to the buyer/orderer when the goods are dispatched from the factory or warehouse. If shipping is delayed due to the fault of the runner/orderer, the risk is transferred to the buyer/orderer from the day the goods are ready for shipping. Shipping is at the buyer/orderer's expense and risk. Shipping instructions must be provided with the order. We are not liable for transport damage.

5. Buyer’s/orderer’s obligation to cooperate

5.1. The buyer/orderer is obliged to create all successful, on-site conditions for the installation of the service (system) to be provided by us before the installation date communicated by us at his own expense. If the buyer/orderer does not meet this obligation, the delivery/service assembly and completion/commissioning dates stated by us are invalid.5.2. The buyer/orderer is obliged to provide machines and/or aids at the assembly site at his own expense to ensure proper unloading of the delivered system. The buyer/orderer is obliged to ensure the conditions for proper access to the assembly site with trucks, cranes, etc. at his own expense. The buyer/orderer provides assembly power on the construction site at his own expense. The same applies to a proper water supply, which must be provided by the construction site.5.3. The buyer/orderer is obliged to ensure that in the event of interaction or due to the dependency on existing units and units to be installed by us, that the compatibility between the existing system and the new systems and units supplied by us is technically unproblematic. If errors, defects or damage occur that are due to the fact that the existing systems and units provided by the buyer/orderer are not compatible with the systems and units that we were to supply and install, we are not liable. Enercont GmbH has no obligation to inspect or warn and therefore the buyer/orderer is obliged to have all necessary preparatory work carried out and completed by a licensed specialist in accordance with the state of the art before work begins by Enercont GmbH.5.4. As part of the duty to cooperate, the buyer/orderer is obliged to make advance payments for the provision of suitable and unencumbered working conditions for the Enercont fitters. This includes in particular emptying bunkers, including chips that were previously removed at the buyer's/buyer's expense as part of work that we had to carry out on the runner's/buyer's system. Enercont GmbH is under no obligation to check any official and/or legal requirements, regulations or similar on its own initiative. By placing an order with Enercont GmbH, the buyer/buyer confirms that the goods subject to the contract comply with the official and/or legal requirements, regulations or similar.

6. Complaints/Warranty

6.1. Complaints about obvious defects must be made in writing without undue delay, but no later than one calendar week after receipt of the goods. If the buyer/orderer is a legal entity under public law, a special fund under public law or an entrepreneur within the meaning of the Austrian Commercial Code, this applies to every identifiable defect and any warranty is then excluded. The relevant supplement to the delivery note and the inspection and handover report also apply in particular to the delivery and installation of systems. By signing the supplement and the inspection and handover report, the buyer/orderer acknowledges that the system, including the control cabinet and ancillary work, is free of defects and has been carried out as ordered and as planned at the time of signature.6.1.1. Even undetected defects must be reported in writing immediately after becoming aware of them, otherwise any warranty will be excluded.6.2. The warranty for our goods and services is one year if the buyer/orderer is not a consumer (the equivalent is commercial use). The statutory warranty period of 1 year applies to consumers. For used goods, the warranty period is 6 months if the buyer/orderer is a consumer - if the buyer/orderer is not a consumer, the sale of used items is subject to the exclusion of any liability for material defects.6.2.1. Enercont GmbH accepts no liability for consequential damages.6.2.2. If any defects occur, Enercont GmbH is entitled to make at least three attempts to remedy the defect.6.2.3. Parts refunded under the warranty become our property.6.2.4. The warranty is excluded: In the case of natural wear and tear a) If the delivery item has been modified in such a way that the cause of the defect can no longer be identified or if the buyer/orderer carries out or has repairs carried out on defective parts after installation and repairs, or if the buyer/orderer disregards the maintenance and condition regulations applicable to the delivery item and the defect has arisen as a result. b) In the case of damage caused by climatic influences. c) If a third party, including a specialist, has carried out work of any kind on the purchase item before Enercont GmbH attempts to remedy the defect. 6.2.5. The warranty is also dependent on the delivered goods (system) being properly maintained and operated. Maintenance interval: 1 x annually by Enercont. 6.2.6. If unsuitable heating or shredding materials are used for any type of chipping machine, e.g. if foreign metal objects are introduced, any warranty claim is void. This also applies if the cause of the malfunction or defect is that unsuitable fuel has led to excessive contamination of the system.

7. Liability of Enercont

7.1. Without prejudice to Section 6, Enercont is only liable for damages - regardless of the legal basis - if a guaranteed quality is missing and to the extent that it was guaranteed by its legal representatives. Employees of Enercont GmbH are not authorized to make any additional promises or agreements with the buyer/orderer that go beyond the order/order confirmation or the General Terms and Conditions. Such additional agreements that Enercont GmbH does not expressly agree to in writing and with a company signature are deemed not to have been concluded.

8. Retention of title

8.1. All our deliveries and services, including assembly, are subject to retention of title. Ownership passes to the buyer/orderer when he has paid off all his liabilities from the respective delivery contract and from his entire business relationship with us. This also applies if the purchase price for certain goods deliveries specified by our buyers/orderers has been paid. In the case of a current invoice, the reserved ownership may serve as security for our balance claim. If bills of exchange or cheques have been given in payment, only unconditional redemption counts as repayment. Processing and working are carried out for us without the buyer/orderer acquiring ownership, without binding us. The processed goods serve as our security in the amount of the invoice value of the processed reserved goods. If our (co-)ownership expires through combination, it is already agreed that the (co-)ownership of the unified item will pass to us in proportion to its value. The buyer/orderer will occasionally keep our (co-)ownership.8.2. If third parties access our (co-)property, the buyer/orderer will be informed of our ownership rights and must notify us immediately in writing of such access. This applies in particular to seizures, transfer of ownership by way of security, mortgage liability, etc. Costs and damages are borne by the buyer/orderer.8.3. If the buyer/orderer breaches the contract, in particular defaults on payment, we are entitled to take back the goods (equipment) delivered by us at the buyer/orderer’s expense and, if necessary, to demand assignment of the buyer/orderer’s claims for return against third parties.8.4. The buyer/orderer is obliged to insure the delivered goods (equipment) against loss, depreciation, damage, theft and transport risks as long as we retain ownership of the goods (equipment). Claims arising from the insurance contract in the event of damage must be assigned to us in return for payment. Our (co-)ownership also continues in the event of sale by the buyer/orderer.8.5. If the value of the existing securities exceeds the total secured claims by more than 20%, we are obliged to release securities of our choice at the customer's request.

9. Terms of payment

9.1. Payable within 8 days of the invoice date or within 30 days without deduction, unless otherwise stated on our order confirmation or invoice. If the payment deadline is exceeded, default interest of 12% above the respective base interest rate is deemed to have been agreed. Changes require written confirmation by Enercont GmbH.9.2. If the buyer/orderer does not meet his payment obligations or does not meet them properly, in particular if a check handed over in performance is not cashed or if the buyer/orderer stops making payments or if other circumstances become known that call the creditworthiness of the buyer/orderer into question, we are entitled to demand immediate payment of the entire remaining debt. In addition, we are entitled to demand an advance payment or security (e.g. bank guarantee) in these cases.9.3. Set-off against disputed or not legally binding counterclaims is excluded. In the case of entrepreneurs, no right of retention can be asserted in these cases.

10. Design changes

We reserve the right to make design changes at any time provided that this complies with technical requirements. However, we are not obliged to do so.

11. Place of jurisdiction and choice of law, partial invalidity and written form

11.1. The competent court in the state capital of Salzburg is deemed to be the place of jurisdiction for all disputes. Austrian law is deemed to apply exclusively to all disputes.11.2. If a contractual clause or part of it is invalid, the validity of all other agreements is not affected. In this respect, the content of the contract is then governed by the statutory provisions.