General Terms & Conditions for the Sales of Equipment and Services PowerUp GmbH (Seller)

Status 2025

1. Scope of Application
These General Terms and Conditions for the Sale of Equipment and Services (here-
inafter referred to as “Terms and Conditions”) shall govern all deliveries (hereinaf-
ter referred to as “Equipment”) and services, even if these Terms and Conditions are
not expressly incorporated by reference. Buyer acknowledges these Terms and
Conditions when placing an order or signing an offer (hereinafter referred to as
“Contract”). Any amendment or side agreement shall be effective only if it is ap-
proved by Seller in writing and shall apply only in a particular case, unless expressly
otherwise agreed. Buyer’s terms and conditions in derogation of these Terms and
Conditions are expressly excluded. Should any term or part of a term of these Terms
and Conditions be or become invalid, this shall not affect the validity of the
remaining terms and the agreements concluded on the basis thereof. The parties will
replace the invalid term by a valid term which closest reflects the meaning and
purpose of the invalid term.

2. Orders and Specifications
Orders placed by Buyer are binding upon Buyer and will be accepted by Seller only
by i) a written confirmation of order or ii) a Contract signed by Buyer & Seller.
Seller is entitled to accept only parts of Contracts or to refuse Contracts without
stating any reason.
Specifications (e.g. dimensions, weights) are binding upon Seller only if they are
expressly mentioned in Seller’s confirmation of order or in the Contract. Any
specification shall be strictly confidential and shall not be disclosed to third parties.
Seller reserves the right to modify the specifications of the goods to the extent that
it is necessary to comply with statutory requirements and to the extent such
modifications will not result in a deterioration of the quality and usability of the
goods.

3. Prices
All prices are binding only if expressly incorporated by reference in the Contract.
All prices are exclusive of taxes and transport based upon delivery “ex works” as set
out in the Incoterms applicable from time to time, unless expressly otherwise agreed.

4. Delivery, Delivery Period
The delivery period will commence only after all technical and commercial details
have been finally settled. Delivery dates are “ex works” 6135 Stans, Sportplatzweg
2 / Austria, unless expressly otherwise agreed.
All circumstances outside the parties’ control, e.g. force majeure, unforeseeable loss
of delivery or production, governmental measures, delays in transport and customs
clearance, transport damage, defect of significant manufacturing parts and labor
conflicts, will extend the delivery period for as long as such impairment continues.
Seller may carry out partial deliveries.

5. Completion and Transfer of Risk
Delivery is performed:
a) For deliveries “ex works”: upon sending the notice that the Equipment is ready
for delivery.
b) For deliveries to an agreed place of delivery: upon handing over of the Equipment
to the first forwarding agent or to the first carrier.
In case of any default in delivery for which Seller is not responsible, delivery shall
be deemed completed if Buyer is notified by Seller via E-Mail that the Equipment
is ready for delivery.

Service is performed:
Upon completion of the service and written notification via E-Mail to the Buyer.

6. Notice of Defects and Warranty
Buyer shall inspect the delivered Equipment within a reasonable time after receipt
as to completeness, accuracy and other absence of defects, and Buyer shall give
written notice of defects to Seller, if any, at least five working days after receipt of
the Equipment.
Provided that Buyer timely gives notice of defects, Seller warrants that the
Equipment is free and clear of any defects of material and workmanship for the
earlier of 12 months after delivery as per article 4. or no more than 18 months after
written notice of Seller to Buyer that the Equipment is ready for delivery.
This warranty shall not cover defects of or damages to the delivered Equipment
which are due to
a) normal wear and tear of parts whose normal life expectancy is less than the
warranty period, and / or
b) improper assembly or maintenance, negligence or other improper application of
the Equipment by Buyer.
Supplies and maintenance materials, such as filters, lubricants, spark plugs, exhaust
gas and gas contacting parts etc., are excluded from warranty.
Buyer’s right to claim warranty is subject to:
a) appropriate storage, use and maintenance/repair of the delivered Equipment by
Buyer and / or any authorized third party in strict accordance with Seller’s
instructions;
b) signing of the acceptance protocol;
c) fulfillment by Buyer of all contractual obligations, in particular all payment
obligations;
d) Buyer’s written notice of defects to Seller;
Warranty is in Seller’s sole discretion and – as the case may be – , restricted to the
replacement and / or improvement of Equipment. If services are provided as
indicated and instructed by Buyer, Seller shall only warrant for proper compliance
with these indications and instructions. The replacement or improvement of
Equipment shall not extend the warranty period. The defect Equipment must be
delivered to Seller’s warehouse in 6135 Stans, Sportplatzweg 2, Austria free of
charge.

7. Damages
Buyer may not claim damages for any legal ground whatsoever, in particular for
default, impossibility of service, positive breach of an obligation, consequential
damage caused by defect, defects, tortuous damage or other violations of a Contract,
unless the foregoing is due to Seller’s intent or gross negligence. Buyer shall prove
the existence of intent or gross negligence. These restrictions apply in particular also
to any consequential damage, such as but not limited to lost profit, production
standstill, loss of use etc.
Buyer shall comply with the instructions Seller has issued for the use of the
delivered Equipment. Seller shall not be liable in case of non-compliance with these
instructions or governmental conditions.
The limit of liability for damage claims is 10 % of the total Contract value unless
exceeding amounts are covered and paid out under Seller’s liability insurance.
To the extent permitted by law, Buyer may not avoid this Contract (e.g. for mistake).

8. Payment Terms
In case there is no differing written agreement, half of the Contract value payable
by Buyer according to the Contract shall be due and payable upon signing of the
Contract by Seller and Buyer; the remainder shall be payable upon notice that the
Equipment is ready for delivery. Services shall be payable when Seller issues the
invoice(s).
In case Buyer defaults in payment, Buyer shall be subject to default interest at a rate
of 5 % above the 3-months-Euribor – unless Seller incurs higher costs – but at least
10 % p. a. of the outstanding amounts. If Buyer is in any default in payment, Seller
may demand immediate payment of the entire Contract value; this shall not affect
Seller’s right to prematurely rescind the Contract for default in payment. If Seller
retains a collection agency, an attorney or other third parties to collect outstanding
claims, all such collection charges (in particular but not limited to legal fees) shall
be borne by Buyer.
Drafts and checks will not be accepted in lieu of payment. Buyer may not set off
own claims against Seller’s payment claims. To the extent permitted by law, Buyer
shall have no right of retention.
When placing the order or signing the Contract, Buyer shall take the measures
agreed with Seller to secure payment (e.g. a bank guarantee, letter of credit, etc.).
If Buyer is in default with payment or any other services, Seller is entitled –
notwithstanding any other claims – to retain delivery of the Equipment until the
agreed counter-service has been provided or to rescind the Contract for non-
performance after granting a reasonable grace period and assert damages (in
particular for non-performance). In this event, the delivery period Seller has to
comply with shall be extended as long as Buyer is in default. If Seller rescinds the
Contract, Buyer shall return to Seller Equipment which Seller has already delivered
at its own cost and expense and at its own risk. If Buyer fails to do so, Seller may
disassemble and remove the Equipment from Buyer at its own cost and expense and
at its own risk. In this event, Buyer will not assert any retention rights.

9. Retention of Title
Until Seller has received full payment for the Equipment, Seller shall retain title to
the delivered Equipment. Buyer shall inform its customers in writing of such
extended retention of title.
If Buyer resells Seller’s delivered Equipment to third parties, Buyer shall assign to
Seller his purchase price claim in the amount of Seller’s outstanding claims (extended
retention of title).

10. Supplementary Provisions for Services
Seller’s service staff will be assigned to carry out services only subject to the
following conditions:
a) The service staff will be chosen in accordance with the information provided by
Buyer and at Seller’s own free discretion.
b) Buyer shall procure and is solely responsible for compliance with all local safety
provisions. Before service is commenced, Buyer shall comprehensively inform
Seller’s service staff of all applicable local safety measures and all existing risks, and
Buyer shall maintain appropriate insurance.
c) Buyer shall give immediate written notice, also by facsimile or by E-Mail, of all
accidents Seller’s service staff had when providing the services.
d) Buyer shall bear all costs which may be necessary to carry out the services (in
particular cost of material and transport).
e) Buyer shall, at his own cost and risk, take all measures which may be necessary
for properly and undisturbedly providing and completing the services. Any scaffold,
ground, foundation and mortise work, etc. to be carried out shall be timely
completed before the services are commenced. All supplies (in particular fuel,
petrol, electricity, compressed air, etc.) shall be timely provided by Buyer at its own
cost and expense before the services are commenced. Seller is only obliged to
provide the tools required for assembly. Buyer shall provide any other special tools
or special devices at his own cost and expense. Buyer will make available free of
charge the rooms required for the accommodation and stay of the service staff, and
Buyer will pay for any heating and lighting expenses that may arise in this context.
f) Buyer shall take care of all resources and items Seller’s service staff has brought
along until the services are fully completed. Buyer shall be liable towards Seller and
Seller’s service staff for any damage to, destruction or loss of these items.
g) The compensation of Seller’s service staff is exclusively based on the respective
compensation rates arising from the “cost rates for service staff “. Seller expressly
reserves the right to replace offered materials by equal materials and to make
constructive changes.

11. Intellectual Property Rights
If Seller manufactures Equipment on the basis of Buyer’s construction information,
drawings, models or other information, Buyer shall hold Seller harmless and
indemnify Seller for any infringement upon third party intellectual property rights.

12. Privacy Policy
Seller may store, transmit, process and cancel Buyer’s personally identifiable
information in the course of business.
Buyer undertakes not to disclose to third parties any information Buyer becomes
aware of in connection with the business relation.e to third parties any information
Buyer becomes aware of in connection with the business relation.

13. NONDISCLOSURE
Buyer may have access to information that is confidential to Seller (“Confidential
Information”). Confidential Information shall include, but not be limited to, the
terms and pricing under a Contract, the technical and other specifications for the
Equipment and all information clearly identified as confidential. Confidential
Information shall not include information that: (a) is or becomes a part of the public
domain through no act or omission of Buyer; (b) was in the Buyer’s lawful
possession prior to the disclosure and had not been obtained by Buyer either directly
or indirectly from the Seller; (c) is lawfully disclosed to the Buyer by a third party
without restriction on disclosure; or (d) is independently developed by Buyer. Buyer
agrees to hold Confidential Information in confidence during the term of a Contract
and for a period of five years after termination of a Contract. Buyer agrees, that
unless required by law, it shall not make Confidential Information available in any
form to any third party or to use Confidential Information for any purpose other than
the implementation of a Contract. Buyer agrees to take all reasonable steps to ensure
that Confidential Information is not disclosed or distributed by its employees,
representatives or agents in violation of the terms of a Contract.

14. Applicable Law, Place of Performance, Place of Jurisdiction
The legal relationships between Buyer and Seller shall be exclusively governed by
and construed in accordance with Austrian law, to the exclusion of the UN Sales
Convention.
Place of performance for all obligations arising from a Contract shall be Stans,
Austria.
All disputes up to an amount in dispute of EUR 100,000 arising out of or in
connection with these Terms and Conditions shall be referred to the court having
local and subject-matter jurisdiction for Seller’s registered offices. However, Seller
may also refer disputes to a court having jurisdiction for Buyer.
All disputes in excess of an amount in dispute of EUR 100,000 arising out of or in
connection with these Terms and Conditions shall be finally settled under the Rules
of Arbitration of the International Chamber of Commerce by three arbitrators
appointed in accordance with these rules. Where the Rules of Arbitration of the
International Chamber of Commerce contain no provisions, Austrian procedural law
shall be applicable. The place of arbitration shall be Innsbruck, Austria. The
language to be used in the arbitral proceedings shall be English.
The relevant amount in dispute shall be determined based on the respective
applicable provisions of the Austrian law on civil proceedings.

15. Miscellaneous
Seller is entitled to replace materials offered by equivalent materials and to make
changes. Seller retains title to all intellectual property rights and to all technical
information made available to Buyer.
Rights arising from a Contract concluded with Seller may be transferred to third
parties only with Seller’s prior written consent.