I. Scope of application

1. 1. Unless expressly agreed otherwise, these General Terms and Conditions of Sale and Delivery (hereinafter "GTC") shall apply to all deliveries of goods and/or services (collectively "Deliveries") of TENKA Power GmbH(FN 629340a, hereinafter "TENKA Power") to entrepreneurs within the meaning of Section 1 of the Austrian Consumer Protection Act (hereinafter "Customer" or, together with TENKA Power, "Parties").
      
      
   2. Conflicting or deviating terms and conditions of the customer are not recognized and are hereby expressly rejected.
      
      
      • All agreements deviating from these GTC must be recorded in writing.
      • In an ongoing business relationship, these GTC shall become part of the contract even if TENKA Power has not expressly referred to their inclusion in an individual case.
        
        
   3. In the event of contradictions between a written offer (including price lists and product descriptions) and TENKA Power's GTC, these shall apply in the order stated. The individual written offer therefore takes precedence over all other contractual elements.
      
      
   4. Even if TENKA Power is aware of the customer's regulations, they shall only become effective if they are accepted by TENKA Power with an additional note expressly including these regulations (e.g. "GTC accepted"). Otherwise, TENKA Power expressly objects to the inclusion of the customer's regulations. The mere acceptance of service descriptions or offers of the customer by TENKA Power therefore does not constitute acceptance of the customer's provisions, even if these contain provisions such as: "Our GTC apply."
      
      

II Offers and conclusion of contract

1. 1. All offers from TENKA Power (individual offers, catalogs, sales documents, etc.) are subject to change, unless expressly marked as binding.
      
      
   2. An order shall be deemed accepted and the contract concluded when TENKA Power confirms the order in writing or in text form (e.g. by e-mail) or carries out the delivery within the specified period; in the latter case, the delivery bill or invoice shall be deemed to be the order confirmation.
      
      
   3. Verbal collateral agreements only become effective when TENKA Power confirms them in text form.
      
      
   4. If TENKA Power learns of circumstances after conclusion of the contract (in particular default of payment for earlier deliveries) which give rise to doubts about the customer's solvency, TENKA Power is initially entitled to withhold performance and to demand concurrent payment or appropriate securities and to withdraw from the contract in the event of refusal or fruitless expiry of the deadline.
      
      

III. Scope of services, additional services

1. 1. The scope of performance shall be limited to the expressly agreed delivery of the designated goods and any agreed additional services.
      
      
   2. Consulting or planning services are not part of the contract, unless expressly agreed otherwise. Construction, foundation, roofing, installation or commissioning work is the sole responsibility of the customer. TENKA Power recommends that installation and commissioning be carried out by an authorized electrical contractor.
      
      
   3. TENKA Power is not liable for contracts that are offered or concluded in the name and for the account of third parties (in particular Tenka Solar).
      
      
   4. Designations such as "warranted characteristics" or "guaranteed performance" merely describe agreed quality and performance features and do not constitute an independent guarantee or warranty. No liability or warranty is assumed for advertising statements made by third parties.
      
      
   5. Partial invoices are always permissible for partial and additional deliveries. 
      
      

IV. Delivery, delay in delivery, transfer of risk

• 1. Unless otherwise agreed, delivery shall be FCA(Incoterms 2022) to the agreed destination. If delivery of the goods has been agreed, the delivered goods shall be deemed to have been accepted upon delivery to the agreed address, otherwise upon provision of the goods at the place of performance, which is deemed to be Bahnhofstraße 36, 4802 Ebensee. Services and management services shall be deemed accepted upon actual performance. As a special customer service, TENKA Power organizes the transport on behalf of the customer. The customer bears the risk of transportation/delivery. TENKA Power only bears the customary transport packaging; all other costs (insurance, special packaging, individual shipments, etc.) are borne by the customer.
     
     
  2. Unless a firm deal has been agreed, delivery periods are non-binding guidelines; the minimum delivery period is 14 days. It begins after clarification of all execution details and receipt of agreed advance payments/securities. Withdrawal from the contract by the customer due to delayed delivery is only possible by setting a reasonable - at least eight-week - grace period. Withdrawal must be asserted by e-mail to the official e-mail address: office@tenkapower.com. The customer must accept minor delays without being entitled to withdraw from the contract or claim damages.
     
     
  3. The right of withdrawal shall only apply to the part of the delivery or service in respect of which there is a delay.
     
     
  4. The risk shall pass to the customer when the delivery is made available at the agreed location and the customer is notified accordingly; at the same time, the delivery deadline shall be deemed to have been met.
     
     
  5. If delivery is delayed at the request or through the fault of the customer, the goods shall be stored at the customer's expense and risk; agreed delivery and payment deadlines shall be extended accordingly.
     
     
  6. Partial or complete deliveries at the discretion of TENKA Power are permissible, unless otherwise agreed.
     
     
  7. Deliveries are subject to foreign and commercial law restrictions (embargoes, licensing requirements, etc.).
     
     
  8. Events of force majeure (e.g. strikes, riots, official measures, pandemics, war, transportation shortages) release TENKA Power from its obligation to perform for the duration and extent of their effects and extend delivery periods appropriately.
     
     
  9. Packaging material will only be taken back or reimbursed if required by law or agreed in writing. 
     
     

V. Prices and payment

• 1. All prices are net prices plus statutory VAT.
     
     
  2. If partial payments or installment payments have been agreed, the payment date shall be forfeited if even one partial payment is not made on time or in full. With the occurrence of the loss of date, the entire outstanding balance is due for payment immediately. In the event of default, TENKA Power is entitled to take the goods delivered under retention of title into custody without withdrawing from the purchase contract and to demand storage fees until the entire claim is fully covered, including ancillary costs.
     
     
  3. Fees, customs duties or other charges in connection with the delivery shall be borne by the customer.
     
     
  4. In the absence of any agreement to the contrary, the purchase price shall be due upon confirmation of the order, in any case prior to delivery. Any cash discount deductions are subject to the full settlement of all due claims.
     
     
  5. In case of default of payment, all outstanding claims are due immediately; TENKA Power can revoke granted payment terms and demand default interest of 5% above the 3-month EURIBOR p.a. as well as demand necessary collection and legal costs. In the event of late payment by the customer, regardless of the fault of the customer, TENKA Power is entitled to compensation for other damages incurred by TENKA Power, in particular loss of profit and the costs of extrajudicial collection or recovery measures, such as reminder and collection costs, in addition to the statutory default interest.
     
     
  6. Cost estimates and guide prices are provided to the best of our knowledge, but without guarantee. In the event of cost overruns of up to 15%, TENKA Power may invoice without further ado; in the event of higher overruns, price negotiations must be entered into. 
     
     

VI Obligation to accept or take delivery

• 1. The customer must accept the ordered delivery on the agreed date or - in the absence of a date - on the date announced at least one week in advance.
     
     
  2. If the customer is in default of acceptance, the risk is transferred, the warranty period begins, and the customer bears storage and maintenance costs; TENKA Power can demand the entire purchase price immediately.
     
     
  3. TENKA Power is entitled to withdraw from the contract after a reasonable grace period and to demand a contractual penalty in accordance with Section VII.2. A grace period of one month shall be deemed reasonable.
     
     
  4. If the customer does not provide its service properly and on time or if there are still overdue obligations from a previous service relationship, TENKA Power is entitled to refuse to hand over the item to the customer. 
     
     

VII Cancellation and withdrawal

1. 1. The customer has no right to unilaterally cancel confirmed orders.
      
      
   2. If TENKA Power agrees to a cancellation or if TENKA Power withdraws in accordance with VI.3, TENKA Power may demand a contractual penalty of 10% of the purchase price (including VAT and ancillary costs) attributable to the canceled delivery.
      
      
   3. Repeated or regular consent to cancelations does not constitute a business practice.
      
      

VIII. Notice of defects, warranty, error

• 1. The warranty period is 6 months from dispatch/provision of the goods. Wearing parts are excluded.
     
     
  2. The right to the warranty must be asserted in court.
     
     
  3. The existence of defects must be proven by the contractual partner, as must the time at which the defect was discovered. § Section 924 ABGB shall not apply.
     
     
  4. The contractual partner must report any defects that occur immediately (within 6 days at the latest), in writing and in detail. Hidden defects must be reported immediately after their discovery. If a complaint is not made or not made in good time, the goods shall be deemed to have been approved. The assertion of warranty claims or claims for damages as well as the right to challenge errors due to defects are excluded in these cases.
     
     
  5. In the case of warranty, TENKA Power is entitled to determine the type of warranty (improvement, replacement, price reduction or conversion) itself. The customer must make the defective delivery available to TENKA Power for inspection or, after consultation, return it at his own expense and risk.
     
     
  6. After subsequent performance or improvement/replacement, the warranty for the replaced/improved part shall continue for 120 days, but at least until the expiry of the original remaining period of 6 months from dispatch/provision of the goods.
     
     
  7. There is no warranty claim in the event of improper use or if the price has not been paid in full. Likewise, 933b ABGB does not apply.
     
     

IX. Retention of title

• 1. TENKA Power retains ownership of the delivered goods until the purchase price has been paid in full.
     
     
  2. The retention of title extends to all goods delivered, including those resulting from processing, mixing or combining.
     
     
  3. The customer is obliged to treat the goods subject to retention of title with care and to insure them against theft, breakage, fire and water at his own expense.
     
     
  4. A sale of the goods subject to retention of title is only permitted with the express consent of TENKA Power. In the event of resale of the goods subject to retention of title, the customer hereby assigns all claims from the resale to TENKA Power. TENKA Power accepts this assignment.
     
     
  5. In the case of a plurality of receivables of TENKA Power, payments of the customer are primarily allocated to those receivables of TENKA Power which are not (or no longer) secured by a retention of title or other means of security. 
     
     

X. Liability/compensation

1. 1. TENKA Power is only liable for damages in all cases under consideration in case of intent or gross negligence. In case of slight negligence, TENKA Power is only liable for personal injury. Liability expires 6 months after the customer becomes aware of the damage and the damaging party. The existence and degree of fault must always be proven by the customer.
      
      
   2. The liability of TENKA Power for damages resulting from slight negligence is limited to EUR 20,000.00.
      
      
   3. TENKA Power is liable for indirect damages, loss of profit, loss of interest, failure to make savings, consequential damages and financial losses, damages from third-party claims as well as for the loss of data and programs and their recovery.
      
      
   4. Any recourse claims made by customers or third parties against TENKA Power under the title "product liability" within the meaning of the PHG are excluded, unless the party entitled to recourse proves that the defect was caused in the sphere of TENKA Power and was at least grossly negligent.
      
      
   5. TENKA Power is only liable for ensuring that the services provided by TENKA Power are not unlawful per se.
      
      
   6. However, TENKA Power has no obligation to legally examine the services provided by TENKA Power for any infringement of third party rights or for any infringements of rights arising from the type of use planned by the customer.
      
      
   7. The customer must carry out these legal checks himself, in particular with regard to administrative and criminal law, or have them carried out by an appropriately trained legal expert.
      
      
   8. If, in whatever case, a penalty has been agreed, this is subject to the judicial right of moderation. The assertion of damages in excess of the penalty against TENKA Power is excluded.
      
      
   9. The limitations of liability also apply to claims in addition to or instead of warranty.
      
      

XI. Reduction by more than half

1. 1. The right of rescission against the customer due to a reduction of more than half is excluded for all deliveries of goods and/or services.
      
      

XII Compliance

1. 1. In particular, the customer undertakes to comply with statutory regulations, to refrain from corruption, money laundering and child labor, and to protect employees and the environment.
      
      
   2. The customer declares that he is not a sanctioned person; if this changes, he must inform TENKA Power immediately. TENKA Power can then withdraw without notice and demand a contractual penalty of 10% of the gross order value regardless of fault.
      
      
   3. The customer shall take appropriate precautions to ensure the traceability of the delivery in the event of a product recall.
      
      

XIII Confidentiality, non-disclosure, non-solicitation

• 1. The customer shall safeguard all business and trade secrets of TENKA Power, unless they are
     
     
     • were already known without a confidentiality obligation,
     • become generally accessible,
     • lawfully disclosed by third parties without an obligation of confidentiality,
     • were demonstrably developed independently or
     • must be disclosed due to legal requirements.
       
       
  2. The confidentiality obligation shall apply indefinitely beyond the end of the contract and shall be transferred to employees and vicarious agents.
     
     
  3. The customer hereby irrevocably undertakes to maintain secrecy about all trade and business secrets made available to him by TENKA Power or otherwise made known to him in connection with or due to a business relationship or contact with TENKA Power and not to make them accessible to third parties in any way whatsoever or to reproduce them without the consent of TENKA Power. Furthermore, the customer undertakes to use information only on a "need to know" basis and only within the scope of the concluded contract.
     
     The confidentiality obligation remains in force for 3 years after termination of the business relationship with TENKA Power or, irrespective of a business relationship, for 3 years after TENKA Power has submitted an offer.
     
     
  4. In the event of a breach of the confidentiality obligation, a no-fault contractual penalty of EUR 10,000.00 per breach shall be paid by the customer. TENKA Power may additionally claim damages in excess of this amount.
     
     
  5. The customer may not poach customers or employees of TENKA Power. This agreement shall remain in force for three years after the end of the contract. In the event of a breach of this obligation, a no-fault contractual penalty in the amount of EUR 25,000.00 per breach shall be payable. Additional damages may be claimed. 
     
     

XIV Place of jurisdiction and applicable law

• 1. For the decision of all disputes arising from a contract - including those concerning its existence or non-existence - the exclusive jurisdiction of the relevant courts at the registered office of TENKA Power is agreed. However, TENKA Power also has the right to sue at the customer's general place of jurisdiction.
     
     
  2. The contract between TENKA Power and the customer shall be governed exclusively by the laws of the Republic of Austria, excluding the international conflict of law rules. Furthermore, the provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
     
     

XV Further provisions

1. 1. Severability clause
      
      Should any provision of these Terms and Conditions be or become legally invalid or unenforceable in whole or in part, this shall not affect the legal validity of all other provisions of the contract. The contracting parties shall replace the legally invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the content and purpose of the legally invalid or unenforceable provision
      
      
   2. Offsetting and retention
      Offsetting against claims of TENKA Power with counterclaims of any kind is excluded. The same applies to a right of retention.
      
      
   3. Subcontractors
      The use of subcontractors, especially for transportation, is always permitted. In the case of agreed external services, the respective contractors are not vicarious agents of TENKA Power.
      
      
   4. Export
      The export of the contractual items and documents may - e.g. due to their nature or intended use - be subject to authorization. If products are intended for export, the customer is obliged to obtain all permits and licenses required under Austrian Foreign Trade Law and/or under the US Export Administration Regulations or under the law of any other country affected by or regulating such export.
      
      
   5. Reference
      TENKA Power is entitled to refer to TENKA Power and, if applicable, to another author on all services created by TENKA Power for the customer and to use data such as the name and logo of the CP, project description, project illustrations and similar as a reference or as a reference to the business relationship with the customer in TENKA Power's own advertising material, subject to revocation in writing, which is possible at any time.
      
      
   6. Prohibition of assignment
      The customer may not assign all rights arising from the business relationship between TENKA Power and the customer to a third party without the consent of TENKA Power.
      
      TENKA Power is entitled to transfer the contractual relationship as a whole to a directly or indirectly affiliated company; the customer will be notified of the transfer in writing and the affiliated company will assume all rights and obligations.

Version May 2025 V2