GTC

novventos Clean Energy GmbH

General Terms and Conditions (GTC)

Status: April 2026

These GTC apply to all deliveries and services provided by novventos Clean Energy GmbH (hereinafter: novventos) to entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (Unternehmensgesetzbuch – UGB), in particular for the delivery, planning, installation, and rental of wind and photovoltaic systems as well as associated components.

I. Scope of Application

1. These GTC shall apply to the exclusion of all deviating terms and conditions of the Customer. Conflicting conditions of the Customer shall only become effective if novventos has expressly agreed to them in writing.
2. The version valid at the time the contract is concluded shall also apply to all future transactions without requiring any renewed reference to them.
3. These GTC apply exclusively to entrepreneurs (Section 1 UGB).

II. Offers and Conclusion of Contract

4. Offers made by novventos are subject to change and non-binding unless expressly designated as binding. An offer shall expire if an order is not received within 14 days.
5. Cost estimates, drawings, and other documents remain the property of novventos, must not be made accessible to third parties without written consent, and must be returned upon request if the order is not placed.
6. The contract is concluded upon written confirmation of the order or upon commencement of the performance of the service. The Customer must review the order confirmation immediately; in the absence of an objection within 10 business days, it shall be deemed fully accepted.
7. Subsequent change requests by the Customer require written confirmation and entitle novventos to reasonably adjust the price and delivery time.

III. Prices and Payment Terms

8. All prices are ex works (EXW), plus statutory value-added tax (VAT) and exclusive of transport, loading, and insurance, unless otherwise agreed in writing.
9. Payments shall be made in Euros by bank transfer without any cash discount deduction (Skonto), unless such a discount has been expressly agreed upon in writing. The day of payment shall be the day the funds are received in the bank account of novventos.
10. In the event of default in payment, novventos is entitled to charge statutory default interest pursuant to Section 456 UGB as well as reasonable reminder fees and collection costs.
11. If a material deterioration occurs in the financial situation of the Customer (in particular filing for insolvency, enforcement proceedings, significant default in payment), all outstanding claims shall become due immediately. novventos may make further services dependent on advance payment or the provision of security.
12. Set-off (Aufrechnung) by the Customer is only permissible with undisputed or legally established counterclaims.

IV. Delivery, Performance, Transfer of Risk

13. Delivery and execution periods are non-binding guidelines unless expressly fixed as binding in writing. The period shall commence at the earliest after receipt of agreed advance payments and clarification of all technical details.
14. Force majeure, strikes, delivery delays by sub-suppliers, and other events beyond control shall extend deadlines reasonably. novventos shall inform the Customer immediately and is entitled to withdraw from the contract if the end of the impediment is unforeseeable.
15. Delays within the Customer's sphere of responsibility (in particular breach of duties to cooperate, change requests) shall extend the delivery and performance period accordingly, without constituting a default on the part of novventos.
16. The risk of accidental destruction or damage passes to the Customer upon notification of readiness for dispatch or, in the case of an agreed shipment, upon handover to the carrier.
17. novventos is entitled to make partial deliveries and invoice them separately, as well as to assign subcontracts to subcontractors.

V. Duties of the Customer to Cooperate

18. The Customer shall provide novventos with all information, documents, and access required for the performance of the service in a timely and complete manner.
19. In the case of assembly work, the Customer shall ensure suitable access, working conditions, power supply, as well as information regarding concealed lines and other obstacles at its own expense.
20. Official permits and grid registrations are to be obtained by the Customer under its own responsibility, unless expressly agreed otherwise in writing.
21. Additional costs and delays resulting from insufficient cooperation by the Customer shall be borne by the Customer.

VI. Acceptance

22. Upon completion, the Customer is obliged to carry out the acceptance (Abnahme) immediately, at the latest within 10 business days. The person dispatched for acceptance must possess the necessary power of representation.
23. A protocol shall be prepared regarding the acceptance and signed by both parties. Identifiable defects must be specified in the protocol; identifiable defects that are not complained of cannot be asserted subsequently, unless novventos has fraudulently concealed them.
24. If the Customer refuses acceptance without justified reason or fails to appear at the agreed appointment, the service shall be deemed accepted upon expiry of the deadline. The payment obligation remains unaffected.
25. The Customer must not put the product into operation prior to successful acceptance; novventos shall not be liable for any damage resulting therefrom.

VII. Duty to Inspect and Requirement to Give Notice of Defects

26. Apparent defects must be reported in writing and in detail within 10 days of receipt at the destination at the latest. Hidden defects must be reported in writing within 3 business days of discovery at the latest.
27. If a timely notice of defects is omitted, the delivery shall be deemed approved, and warranty claims shall be excluded.
28. The return of rejected products without the prior written consent of novventos is impermissible.

VIII. Warranty

29. The warranty period is 12 months from acceptance; for services, it is 6 months. It shall commence at the latest upon invoicing.
30. novventos is entitled to remedy defects by repair or replacement of defective parts; the right of choice lies with novventos. After two unsuccessful attempts, the Customer may demand a price reduction or, in the case of a material defect, rescission of the contract.
31. The Customer must always prove that a defect existed at the time of handover. The statutory reversal of the burden of proof for the first six months (Section 924 of the Austrian Civil Code – ABGB) is expressly excluded.
32. No defect shall exist in the case of normal wear and tear, improper use, non-observance of operating and maintenance instructions, as well as modifications made by the Customer or unauthorized third parties.
33. The warranty shall lapse in the event of unauthorized modifications or repairs carried out by the Customer or unauthorized third parties.
34. If a notice of defects proves to be unjustified, the Customer shall reimburse novventos for the examination and travel costs incurred.

IX. Liability

35. The liability of novventos for slight negligence is entirely excluded. novventos shall be liable exclusively for intent and gross negligence.
36. If the Customer claims the existence of gross negligence, the Customer bears the full burden of proof.
37. In any case, the liability of novventos is limited to the amount of the coverage under the liability insurance policy of novventos existing at the time of the damaging event.
38. Liability for lost profits, consequential damages, business interruption, loss of data, and indirect damages is excluded.
39. These limitations of liability do not apply to personal injury or to cases falling under the Product Liability Act (Produkthaftungsgesetz).
40. Claims for damages against novventos shall become time-barred if they are not asserted in court within one year from the date of awareness of the damage and the damaging party.

X. Retention of Title

41. Ownership of delivered systems and components shall only pass to the Customer upon full payment of the purchase price. Until then, the Customer may not pledge the goods, transfer them by way of security, or encumber them with third-party rights.
42. In the event of resale of the goods subject to retention of title, the Customer hereby assigns the resulting claims to novventos in the amount of the value of the goods subject to retention of title.
43. In the event of default in payment, novventos is entitled to demand the return of the goods subject to retention of title after setting a reasonable grace period. The assertion of the retention of title shall only be deemed a withdrawal from the contract if expressly declared as such.
44. In the event of seizure or any other enforcement measures affecting the goods subject to retention of title, the Customer must notify novventos immediately.
45. In the case of rental systems, novventos always remains the owner. The Customer must treat the system with care, insure it adequately, and inform novventos immediately of any damage or impairment.

XI. Remote Access and System Data

46. novventos has the right to remote access to all operating and performance data generated by its systems.
47. novventos is entitled to use this data for operational optimization, error diagnosis, maintenance planning, and product development.

XII. Intellectual Property

48. All rights to the intellectual property developed by novventos – in particular control software, firmware, algorithms, construction plans, technical drawings, engineering documents, production processes, system architecture, and know-how – remain exclusively and irrevocably with novventos. This applies regardless of whether these developments arose within the scope of a specific customer order.
49. The Customer receives exclusively a simple (non-exclusive), non-transferable right of use limited to the agreed purpose of use. This right of use shall automatically expire upon termination of the contract, default in payment, or insolvency of the Customer.
50. The software embedded in systems (firmware, control software) is inseparably linked to the respective system. The right of use applies exclusively to the operation of the specifically delivered system. Any disclosure, reproduction, decompilation, modification, or other use of the software is impermissible, unless mandatorily permitted by law (in particular Art. 6 Directive 2009/24/EC).
51. Upon resale of a system, the right to use the embedded software passes to the purchaser, limited to the intended operation of the system. All other rights to the software remain with novventos. A separate transfer of the software is excluded.
52. All technical documents, plans, documentations, calculations, and offers remain the property of novventos and may not be reproduced, passed on, or used for purposes other than the agreed purpose without prior written consent. If no order is placed, they must be returned immediately upon request.
53. Production processes, system architecture, technical know-how, and other non-publicly accessible information of novventos are trade secrets within the meaning of the Austrian Trade Secrets Protection Act (GeschGehG). The Customer undertakes neither to use nor to disclose these, even beyond the term of the contract without any time limitation.
54. If the Customer violates any provisions of this section, novventos is entitled to revoke the right of use with immediate effect, demand cease-and-desist, and assert claims for damages in full. novventos expressly reserves the right to apply for preliminary injunctions without prior warning.
55. If novventos delivers systems according to customer specifications, the Customer guarantees that no third-party intellectual property rights are violated thereby and shall fully indemnify and hold novventos harmless in this regard.

XIII. Data Protection

56. novventos processes personal data of the Customer exclusively for the performance of the contract (Art. 6(1)(b) GDPR) or on the basis of legitimate interests (Art. 6(1)(f) GDPR). Further information can be found in the privacy policy of novventos.
57. novventos is entitled to transmit customer data to state-privileged creditor protection associations (KSV, AKV, ÖVC) for the purpose of creditor protection. The Customer declares its express consent.

XIV. Confidentiality

58. Both parties undertake to treat all business and trade secrets obtained within the scope of the business relationship strictly confidentially and not to pass them on to third parties. This obligation shall apply for the duration of the business relationship and for 3 years thereafter.

XV. General Provisions

59. Changes in company name, address, legal form, or other information relevant to the contract must be notified by the Customer in writing immediately.
60. The Customer may assign rights and obligations arising from the contractual relationship only with the prior written consent of novventos. novventos is entitled to transfer rights and obligations to affiliated companies.
61. The temporary failure to assert a right shall not be deemed a waiver; a waiver is only effective if declared in writing.

XVI. Severability Clause

62. Should individual provisions be invalid, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a regulation shall apply that comes closest to its economic purpose.

XVII. Applicable Law and Place of Jurisdiction

63. Austrian law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws rules.
64. The exclusive place of jurisdiction for Customers with their registered office in an EU Member State, Iceland, Norway, or Switzerland is the court having subject-matter jurisdiction at the registered office of novventos.
65. For Customers with their registered office in third countries, disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC). Place of arbitration: Zurich; Language: German.