General Terms and Conditions

Rohrline · Owners Ing. Michael Traxler and Leopold Perutka
Gewerbering 19/1/6, 3484 Grafenwörth, Austria
Phone +43 664 1203063 · E-mail office@rohrline.at · www.rohrline.at

Version August 2026 – for deliveries and services in business dealings with entrepreneurs. This version supersedes all earlier versions.

§ 1 Scope

1.1 These General Terms and Conditions (hereinafter GTC) apply to all offers, sales, deliveries and other services of Rohrline (hereinafter Seller) towards entrepreneurs within the meaning of § 1 UGB (Austrian Business Code), towards legal entities under public law and towards special funds under public law (hereinafter Buyer).

1.2 The Seller delivers exclusively to entrepreneurs. Consumer transactions within the meaning of the Consumer Protection Act are not concluded. With its order the Buyer warrants that it concludes the transaction within the operation of its business.

1.3 By placing an order, but at the latest upon acceptance of the goods or service, the Buyer fully acknowledges these GTC. In the version applicable at the time of conclusion of the contract, they also apply to all future transactions with the same Buyer, without any renewed reference being required.

1.4 The Buyer's terms and conditions are expressly rejected. They do not become part of the contract even if the Seller does not separately object to them, if it delivers with knowledge of them or if it accepts an order without reservation. The Buyer's terms apply only insofar as the Seller has expressly agreed to their validity in the individual case and in text form.

1.5 Amendments and additions to these GTC as well as other deviating agreements require text form to be effective. Text form within the meaning of these GTC also includes e-mail. Verbal assurances by employees or representatives are binding only after written confirmation by the management.

§ 2 Offer and conclusion of contract

2.1 The Seller's offers are subject to change and non-binding unless they are expressly designated as binding. Offers designated as binding are valid, unless otherwise stated, for fourteen calendar days from the date of the offer.

2.2 The Buyer's order is a binding offer to contract. The contract is concluded only upon the Seller's order confirmation in text form or upon actual execution of the delivery. The order confirmation alone is decisive for the content and scope of the delivery.

2.3 Statements in catalogues, brochures, price lists, on the website and in other advertising material are non-binding approximate figures and do not constitute an agreement on quality. Customary dimensional, weight, wall-thickness and length tolerances according to the relevant standards are deemed agreed. Where invoicing is based on theoretical weight, the standard weights are decisive.

2.4 Over- or under-deliveries of up to ten percent of the ordered quantity are customary and permissible for mill-bound goods and for made-to-order goods. The quantity actually delivered is invoiced.

2.5 Technical advice and application recommendations are provided to the best of our knowledge, but without obligation and to the exclusion of any liability. The selection of the goods, the examination of their suitability for the Buyer's intended purpose and compliance with the relevant technical, official and normative regulations are the sole responsibility of the Buyer.

§ 3 Prices

3.1 All prices are in euros, net ex warehouse or ex works of the upstream supplier, excluding value added tax, packaging, freight, loading, insurance, customs duties and official charges. Value added tax is shown separately at the statutory rate.

3.2 The freight costs are borne by the Buyer. Only if free house or freight included is expressly agreed in the offer or in the order confirmation are the freight costs included in the price. Such an agreement applies only to the individual order and does not establish any claim for follow-up orders.

3.3 Alloy, scrap and energy surcharges as well as other surcharges customary in the industry are invoiced at the quotations valid on the day of delivery, unless a fixed price is expressly agreed.

3.4 If more than four months lie between conclusion of the contract and the agreed delivery date, the Seller is entitled to pass on to the Buyer verifiable increases in purchase, energy, freight or labour costs as well as exchange-rate changes. If the increase exceeds ten percent of the agreed price, the Buyer is entitled to withdraw with respect to the affected delivery, to be exercised in text form within seven calendar days of notification.

3.5 For orders with a net value below 250 euros a small-quantity surcharge of 25 euros is invoiced.

§ 4 Payment terms, down payments and default

4.1 Unless otherwise agreed in the order confirmation, the following payment terms apply:

Case

Payment term

New customers as well as customers with insufficient credit information

Advance payment of the entire invoice amount before delivery, irrespective of the order value.

Existing customers, order value below 50,000 euros

30 days net from the invoice date, without any deduction.

Existing customers, order value from 50,000 euros

30 percent down payment upon order confirmation, remaining amount upon delivery without deduction.

4.2 A Buyer is deemed a new customer until the full settlement of its first three invoices. In addition, the Seller is entitled at any time, even in an ongoing business relationship, to demand advance payment if credit information indicates an increased risk of default, if payment terms have been repeatedly exceeded or if the open balance exceeds a credit limit set by the Seller.

4.3 The Seller begins the procurement, manufacture or provision of the goods only after full receipt of the agreed advance payment or down payment. If its receipt is delayed, agreed delivery dates are postponed accordingly, without any claims of the Buyer arising therefrom.

4.4 If a down payment is agreed, the remaining amount is due for payment without deduction upon delivery. The Seller is entitled to withhold the handover or dispatch of the goods until full receipt of the remaining amount.

4.5 Cash discounts, rebates or other deductions are not granted. Invoices are due for payment without any deduction. A deduction nevertheless made is deemed a partial payment and leaves the open remaining amount, including the consequences of default, unaffected.

4.6 Payments are to be made free of costs and charges to the account stated in the invoice. Payment is deemed to have been made only upon unconditional credit to this account. Cheques and bills of exchange are accepted only on account of payment and by separate agreement; all associated charges are borne by the Buyer.

4.7 In the event of payment default, default interest amounts to 9.2 percentage points above the base interest rate pursuant to § 456 UGB. In addition, the Buyer owes the lump sum of 40 euros for collection costs pursuant to § 458 UGB as well as reimbursement of all further appropriate reminder, collection and legal enforcement costs. The assertion of any further damage remains reserved.

4.8 If the Buyer is in default with a payment, all outstanding claims of the Seller arising from the business relationship become due for payment immediately. Granted payment terms lapse.

4.9 If, after conclusion of the contract, circumstances become known to the Seller that make the Buyer's creditworthiness appear no longer secured, in particular payment default, negative credit information, protest of a bill or cheque, execution proceedings or the opening of insolvency proceedings, the Seller is entitled to execute outstanding deliveries only against advance payment or security, to withhold pending deliveries and, after setting a reasonable grace period, to withdraw from the contract.

4.10 The Buyer is entitled to set-off only with counterclaims that have been finally established by a court or acknowledged by the Seller in text form. The exercise of a right of retention is excluded. The assertion of warranty claims does not entitle the Buyer to withhold the purchase price.

4.11 Payments by the Buyer are, irrespective of any different designation, first applied to costs, then to interest and finally to the respective oldest outstanding claim.

§ 5 Delivery, shipment and passing of risk

5.1 Delivery is made ex warehouse of the Seller or ex works of the upstream supplier. Shipment is at the account and risk of the Buyer.

5.2 The risk of accidental loss and accidental deterioration passes to the Buyer upon handover of the goods to the carrier, forwarding agent or another person designated to carry out the shipment, but at the latest upon leaving the warehouse. This also applies if free house or freight included was agreed. The Seller's assumption of the freight costs does not affect the time of the passing of risk.

5.3 The choice of shipping route, shipping method, packaging and transport company is made by the Seller at its dutiful discretion and without warranty for the cheapest or fastest shipment. Transport insurance is taken out only at express request and at the Buyer's expense.

5.4 Partial deliveries are permissible and may be invoiced separately, provided they are not unreasonable for the Buyer.

5.5 Incoterms apply only if they have been expressly agreed in the offer or in the order confirmation. In this case the Incoterms 2020 apply in the respectively designated clause.

5.6 Where collection by the Buyer is agreed, the Buyer must take over the goods within five working days of the notice of readiness. If the Buyer is in default of acceptance, the risk passes to it on the day of the notice of readiness. The Seller is entitled to invoice storage costs of 0.5 percent of the net invoice value per commenced week, but no more than five percent. Proof of actually higher costs remains reserved.

5.7 The Buyer must provide a suitable access, unloading point and unloading personnel. Waiting times and futile deliveries for which the Buyer is responsible are invoiced separately.

§ 6 Delivery periods and force majeure

6.1 Stated delivery dates and delivery periods are non-binding approximate figures unless they have been expressly agreed in text form as binding or as a fixed-date transaction.

6.2 The delivery period begins at the earliest with the order confirmation, but not before full clarification of all technical and commercial details, not before submission of all documents, permits and releases to be provided by the Buyer and not before receipt of an agreed down payment.

6.3 Events of force majeure and other circumstances for which the Seller is not responsible release the Seller from its delivery obligations for the duration of their effect and extend the delivery period appropriately. These include in particular:

• war, civil war, terrorist attacks, riots as well as sovereign measures, embargoes and sanctions,
• natural events, fire, flooding, epidemics and pandemics as well as official orders based thereon,
• strike, lockout and other labour disputes, including at upstream suppliers and transport companies,
• shortage of energy and raw materials, disruptions of transport routes, failure of means of transport, cyberattacks and failure of essential IT systems,
• untimely or improper supply to the Seller itself, provided the Seller has concluded a congruent covering transaction and is not responsible for the failure of delivery.

6.4 If the impediment lasts longer than three months, both contracting parties are entitled to withdraw from the contract with respect to the affected scope of delivery. No claims for damages arise therefrom. Payments already made for deliveries not rendered are refunded.

6.5 If the Seller is in delivery default, the Buyer must set a reasonable grace period of at least fourteen calendar days in writing. Only after the fruitless expiry of this grace period may the Buyer withdraw from the contract with respect to the affected scope of delivery. Late-delivery penalties, liquidated damages or lump-sum damages apply only upon express agreement in text form.

§ 7 Retention of title

7.1 The delivered goods remain the unrestricted property of the Seller until full payment of the purchase price including interest, charges and costs (goods subject to retention of title). Beyond this, the goods remain the property of the Seller until full fulfilment of all claims of the Seller from the business relationship with the Buyer, insofar as this is permissible under mandatory law.

7.2 The Buyer must store the retained goods carefully, keep them separate if possible, keep them identifiable as the property of the Seller and insure them at its own expense at replacement value against fire, water, storm and theft. The Buyer hereby assigns the claims from these insurance contracts to the Seller in the amount of the value of the retained goods, and the Seller accepts the assignment.

7.3 The Buyer is entitled to resell the retained goods only in the ordinary course of business and only as long as it is not in payment default. Pledging, transfer by way of security and other dispositions that endanger the Seller's ownership are prohibited.

7.4 The Buyer hereby assigns to the Seller all claims arising from the resale of the retained goods against its customers in the amount of the net invoice value of the retained goods. The Seller accepts this assignment. The Buyer is obliged to make the assignment apparent in its books, in particular in its open-item accounting, by a corresponding book entry and to prove this to the Seller on request.

7.5 The Buyer remains authorised to collect the assigned claims until revocation. In the event of payment default, deterioration of financial circumstances or the opening of insolvency proceedings, this authorisation lapses. In this case the Buyer must, on request, immediately notify the Seller of the assigned claims together with the debtors, hand over all documents required for collection and disclose the assignment to its customers. The Seller is also entitled to make the disclosure itself.

7.6 Any processing, treatment, transformation or cutting of the retained goods by the Buyer is always carried out on behalf of and for the Seller, without any obligations arising for the Seller. If the retained goods are processed, combined or mixed with other items not belonging to the Seller, the Seller acquires co-ownership of the new item in the ratio of the invoice value of the retained goods to the value of the other processed items at the time of processing. The Buyer stores the new item free of charge for the Seller.

7.7 In the event of third-party access to the retained goods, in particular seizure, the Buyer must point out the Seller's ownership and notify the Seller immediately in text form. The Buyer bears the costs of an intervention, an action for exclusion of enforcement or other measures to safeguard ownership, insofar as they are not reimbursed by third parties.

7.8 In the event of payment default or breach of material contractual obligations, the Seller is entitled to take back the retained goods at the Buyer's expense. For this purpose the Buyer grants the Seller or its agents access to its business and warehouse premises and consents to the removal. The taking back or assertion of the retention of title is deemed a withdrawal from the contract only if the Seller expressly declares this in text form.

7.9 The Seller is entitled to realise retaken retained goods in the best possible manner. The realisation proceeds are, after deduction of reasonable taking-back and realisation costs, which are set as a lump sum of ten percent of the realisation proceeds, credited to the outstanding claims. Proof of actually lower or higher costs remains reserved to both contracting parties.

7.10 If the realisable value of the securities granted to the Seller exceeds the claims to be secured by more than twenty percent, the Seller shall, at the Buyer's request, release securities of its choice.

7.11 In the case of deliveries into other legal systems in which the retention of title in the above form is not effective, the Buyer must take all measures and make all declarations required to establish an equivalent security and cooperate therein.

§ 8 Duty to inspect and give notice of defects

8.1 The Buyer must inspect the goods immediately after delivery for quantity, quality, dimensions, material and marking, in any case within five working days of delivery. The provisions of § 377 UGB apply with this specification.

8.2 Apparent defects, quantity discrepancies and incorrect deliveries must be notified in text form within five working days of delivery, hidden defects within five working days of discovery. The notice must describe the defect precisely and contain the delivery-note or invoice number, batch or heat number as well as meaningful photos.

8.3 Transport damage and shortfalls must additionally be reported immediately to the delivering carrier and noted on the consignment note or delivery note. If this note is omitted, claims for transport damage lapse.

8.4 If a timely or proper notice is omitted, the goods are deemed approved. The Buyer's claims for warranty, damages for the defect itself as well as for error regarding the absence of defects are excluded in this case.

8.5 If the goods are processed, cut, coated, welded or installed, they are deemed approved with respect to all defects apparent before processing.

8.6 Goods complained about must be kept unchanged until clarification and made accessible or sent to the Seller for inspection on request. A return without the Seller's prior consent is at the cost and risk of the Buyer.

§ 9 Warranty

9.1 The Seller warrants that the goods, upon handover, comply with the quality expressly agreed in the order confirmation and the relevant material standards. Properties going beyond this are owed only if they were expressly promised in text form.

9.2 The warranty period is twelve months from handover of the goods. The presumption rule of § 924 ABGB (Austrian Civil Code) is excluded. The Buyer must prove that the defect already existed at the time of handover.

9.3 In the case of a justified and timely notice of defects, the Seller has the right to choose to remedy the defect by improvement or to deliver a defect-free replacement. Only if improvement and replacement fail, are impossible or disproportionate may the Buyer demand a price reduction or, in the case of non-minor defects, rescission.

9.4 The Seller is a dealer and does not manufacture the goods itself. The warranty is limited to the condition at the time of handover to the Buyer. The Seller is entitled first to refer the Buyer to the assertion of the warranty claims assigned to it against the upstream supplier or manufacturer. The Seller is liable subsidiarily if legal action against the upstream supplier remains unsuccessful or is futile.

9.5 Excluded from the warranty are defects attributable to natural wear, improper storage, handling, assembly or commissioning, non-observance of processing instructions, standards or manufacturer's specifications, unsuitable operating equipment, chemical, electrochemical or electrical influences, corrosion by media unsuitable for the material, overstressing, structural or operational influences as well as interference by third parties.

9.6 Costs of removal and installation, assembly and disassembly costs, travel, transport and journey costs as well as other expenses in connection with the remedy of defects are not to be borne by the Seller, insofar as this is legally permissible. The recourse claim under § 933b ABGB is excluded.

9.7 The assertion of warranty claims does not release the Buyer from its payment obligation and does not entitle it to withhold amounts due.

9.8 In the case of an unjustified notice of defects, the Buyer must reimburse the Seller for the expenses incurred for examination, assessment and transport.

§ 10 Liability and damages

10.1 The Seller is liable only for damage that it caused intentionally or through gross negligence. Liability for slight negligence is excluded. Excluded from this exclusion are personal injury as well as cases of mandatory statutory liability.

10.2 Compensation for consequential damage, indirect damage, lost profit, production and operating downtime, standstill and idle-time costs, loss of use, interest losses, saved expenses, data loss as well as damage from third-party claims, in particular from contractual penalties and penalties of the Buyer towards its customers, is excluded.

10.3 The Seller's liability is limited in amount to the net order value of the order from which the claim is derived, but at most to the coverage sum of the Seller's business liability insurance.

10.4 The Buyer's claims for damages must be asserted in court within twelve months of knowledge of the damage and the party causing it, otherwise they lapse.

10.5 The existence of gross negligence must be proven by the injured party. The above limitations of liability also apply to the personal liability of employees, representatives and vicarious agents of the Seller.

10.6 For services rendered free of charge, in particular for technical information, advice and application recommendations, the Seller is liable only in the case of intent.

§ 11 Product liability

11.1 Recourse claims within the meaning of § 12 of the Product Liability Act are excluded, unless the party entitled to recourse proves that the defect was caused within the Seller's sphere and was at least grossly negligently culpable.

11.2 The Buyer undertakes to pass on this limitation of liability, insofar as legally permissible, to its customers.

11.3 The Buyer must document the delivered goods in such a way that traceability by batch or heat is possible at any time, and support the Seller in the event of a recall.

§ 12 Material certificates, standards and approvals

12.1 Inspection certificates and material certificates according to EN 10204 are supplied only if they were expressly co-ordered. They are invoiced separately and refer exclusively to the batch certified by the respective manufacturer.

12.2 The Seller is a dealer and forwards the certificates of the upstream suppliers and manufacturers unchanged. Its own material-technical examination of the goods does not take place and is not owed.

12.3 Approvals, certifications and proofs of usability, in particular in fire protection and district heating, are owed only if they were expressly promised in the offer or in the order confirmation. The examination of whether the goods comply with the official, normative and contractual requirements applicable to the specific building project is the responsibility of the Buyer.

§ 13 Cancellation and return

13.1 A cancellation or change of the order by the Buyer is possible only with the express consent of the Seller in text form.

13.2 Special manufactures, cuts, coated goods, drop-shipment transactions and mill-bound made-to-order goods are excluded from cancellation and return.

13.3 A return of stock goods requires the prior consent of the Seller and is possible only for unused, undamaged goods in original packaging within fourteen calendar days of delivery. A processing fee of twenty percent of the net goods value, but at least 50 euros, is invoiced. The return is at the cost and risk of the Buyer.

§ 14 Foreign trade, export control and sanctions

14.1 The delivery is subject to the proviso that no obstacles due to national or international provisions of foreign-trade law, in particular export control, embargo and sanction provisions of the European Union, the United Nations or the United States of America, stand in its way.

14.2 The Buyer undertakes neither directly nor indirectly to deliver or transfer the delivered goods to sanctioned persons, organisations or countries and to comply with the applicable re-export restrictions. On request the Buyer must provide end-use declarations.

14.3 The Seller is entitled to withdraw from the contract if required authorisations are not granted or if there are justified indications of a breach of the aforementioned provisions. The Buyer's claims for damages are excluded in this case.

§ 15 Intellectual property, documents and confidentiality

15.1 The Seller reserves all property rights and copyrights to offers, calculations, drawings, samples and other documents of the Seller. Without consent they may neither be reproduced nor made accessible to third parties and must be returned immediately on request.

15.2 Both contracting parties undertake to treat all non-obvious information of the other party obtained in the course of the business relationship confidentially and to use it only for the purposes of performing the contract. This obligation also continues after the end of the business relationship.

15.3 The Seller is entitled, after prior consent, to name the Buyer as a reference customer.

§ 16 Data protection

16.1 The Seller processes personal data of the Buyer and its contact persons exclusively for the performance of the contract, for the fulfilment of legal obligations as well as for safeguarding legitimate interests in accordance with the provisions of the General Data Protection Regulation and the Data Protection Act.

16.2 Further information on data processing, storage periods and the rights of data subjects can be found in the privacy policy at www.rohrline.at.

16.3 The Seller is entitled to obtain information from credit agencies within the scope of the credit check and, in the event of payment default, to transmit the data required for debt collection to collection service providers and legal representatives.

§ 17 Final provisions

17.1 The place of performance for delivery and payment is the Seller's registered office in 3484 Grafenwörth.

17.2 The Regional Court of St. Pölten is agreed as the exclusive place of jurisdiction for all disputes arising from or in connection with this contractual relationship, including the question of its valid conclusion. In addition, the Seller is entitled to sue the Buyer also at its general place of jurisdiction.

17.3 Austrian law applies to the exclusion of its conflict-of-law rules and to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

17.4 The assignment of the Buyer's claims against the Seller to third parties requires the Seller's consent in text form.

17.5 Should individual provisions of these GTC be or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced by an effective arrangement that comes closest to the economic purpose of the invalid provision.

17.6 If these GTC are translated into other languages, the German version shall prevail in case of doubt.

17.7 These GTC are available at www.rohrline.at and are transmitted to the Buyer in text form at any time on request.

Version August 2026, Rohrline, 3484 Grafenwörth