This is a translation for convenience. The German version is legally binding. See fraba.at/agb.html.

General Terms and Conditions (T&C)

As of: 01.07.2025

T&C of FRABA und Söhne Handels GmbH, Kleesiedlung 6/1, 8077 Gössendorf, Austria

Office address: Kasernstraße 2a, Unit 103/007, 8101 Gratkorn

VAT ID: ATU78988758, EORI number: ATEOS1000131614, Company register number: 596162 i

Company register court: Regional Court for Civil Matters Graz

1. Scope

1.1 These General Terms and Conditions (T&C) apply to all deliveries and services of our company in business-to-business transactions (B2B). Deviating or supplementary terms of the customer shall only apply if they have been expressly acknowledged by us in writing.

1.2 Even with knowledge of conflicting or deviating terms of the customer, our services are provided exclusively under these T&C. The performance of the contract by us does not constitute consent to third-party terms.

1.3 Should individual provisions of these T&C be or become invalid, this shall not affect the validity of the remaining provisions. Unclear provisions shall, in case of doubt, be interpreted as is customary in comparable cases.

2. Offers and orders

2.1 Our offers are non-binding and subject to change.

2.2 Orders are only possible via the electronic ordering system "BestellCenter". Orders by e-mail or phone only become legally binding once they are taken into the system.

3. Documents and confidentiality

3.1 Our documents remain our intellectual property and may only be used with our express written consent.

3.2 Documents not used for contract initiation are to be returned or destroyed immediately.

3.3 The customer undertakes to maintain confidentiality regarding all non-public business-related information.

4. Prices, invoices and value adjustment

4.1 Our prices are in Euro net, plus statutory VAT.

4.2 Invoices may also be transmitted electronically.

4.3 If an invoice is not objected to in writing within 8 days of receipt, it shall be deemed approved.

4.4 Partial billing is permitted.

4.5 Our prices are value-adjusted. The Consumer Price Index 2020 of Statistics Austria, or an index replacing it, serves as the basis for adjustment. If the change since conclusion of the contract exceeds 5%, we are entitled to adjust the prices accordingly.

5. Payment

5.1 The invoice amount is payable within 14 days from the invoice date without deduction.

5.2 Timely payment is determined by receipt of payment in our account.

6. Default of payment

6.1 In case of default of payment, default interest at 10 percentage points above the respective base interest rate shall be paid. Further claims for damages remain unaffected.

7. Delivery and transfer of risk

7.1 Delivery takes place ex warehouse or from the production site of our company or a partner. Upon handover of the goods to the carrier (freight forwarder, parcel service or other carrier), the risk passes to the customer. The choice of means of transport is at our discretion. Transport insurance will only be taken out upon express request and at the customer's expense.

7.2 The customer must check the goods for transport damage upon delivery and, if necessary, complain to the carrier. Failure to notify excludes claims.

8. Retention of title

8.1 The delivered goods remain our property until full payment.

8.2 Asserting the retention of title does not automatically constitute withdrawal from the contract.

9. Place of performance

Place of performance is our production site.

10. Default of delivery and default of acceptance

10.1 Minor delivery delays do not entitle the customer to withdraw from the contract or claim damages.

10.2 In case of default of acceptance, we are entitled to charge storage costs of 1% of the value of the goods per started week.

11. Cancellation and return

11.1 For custom-made goods, withdrawal after start of production or dispatch is excluded.

11.2 Returns require our prior express written consent.

12. Changes in services

12.1 Objectively justified changes in services that are reasonable for the customer shall be deemed approved.

13. Warranty and duty to notify defects

13.1 Warranty is provided at our choice through rectification, replacement or price reduction.

13.2 The customer bears the burden of proof for the existence of the defect at the time of handover.

13.3 Obvious defects must be complained of immediately, hidden defects immediately after discovery, in writing. Failing such complaint, the goods are deemed approved.

14. Liability

14.1 We are liable – except in case of personal injury – only for damage caused by gross negligence or intent.

14.2 We are not liable for third-party products unless the defect originates from our sphere.

15. Set-off and retention

15.1 A set-off against counterclaims is only permissible if such claims have been legally established or acknowledged by us.

15.2 Retention is only permissible in case of justified notices of defects and only to a reasonable extent.

16. Form

16.1 Amendments and additions to the contract require the written form. This also applies to any waiver of the written form requirement.

16.2 Electronically signed documents with a qualified signature are considered written.

17. Choice of law and jurisdiction

17.1 Austrian substantive law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

17.2 The place of jurisdiction is the court with subject-matter jurisdiction at the seat of our company in Graz.

These T&C replace all previous versions. As of: 01.07.2025