General Terms and Conditions (B2B)

1.1 These General Terms and Conditions apply exclusively to contracts between GO Pro Icon EMS GmbH – hereinafter referred to as "Seller" – and entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB) regarding the sale, delivery, development, configuration, maintenance, care, training, or other provision of services in connection with EMS devices, accessories, spare parts, software or firmware components, and associated technical services. 1.2 These GTC also apply to future business relationships, even if not expressly agreed again. 1.3 Conflicting or different terms of the customer are not accepted unless their validity has been expressly agreed in writing. Silence does not constitute consent.

2.1 Offers by the Seller are subject to change and non-binding unless expressly designated as binding. 2.2 Orders by the customer constitute a binding contractual offer. The contract is only concluded by written order confirmation, delivery, performance of service, or invoicing by the Seller. 2.3 Offer documents, technical drawings, calculations, specifications, software descriptions, samples, data sheets, test reports, product photos, and other documents remain the property or intellectual property of the Seller and may not be made accessible to third parties without prior written consent. 2.4 Verbal collateral agreements, assurances, or changes require written confirmation by the Seller to be effective.

3.1 Unless otherwise agreed, all prices are ex-works or ex-warehouse, net, excluding value added tax, packaging, insurance, shipping, assembly, import duties, customs, and other incidental costs. 3.2 Payments are due immediately without deduction, unless a different payment period has been agreed in writing. 3.3 In case of default in payment, the customer owes default interest at the statutory rate or at the rate permissible under corporate law. The right to claim further default damages, reminder fees, collection costs, and legal enforcement costs remains reserved. 3.4 The Seller is entitled to make deliveries or services conditional upon advance payment, partial payment, security, or proof of creditworthiness if, after the conclusion of the contract, circumstances become known that raise doubts about the customer's ability to pay. 3.5 Set-off against counterclaims and withholding of payments are only permissible if the counterclaim has been finally established by court, expressly acknowledged, or is undisputed.

4.1 Specified delivery or performance periods are binding only if expressly confirmed in writing as binding. Otherwise, they are non-binding estimates. 4.2 Delivery and performance periods are extended reasonably in the event of circumstances beyond the Seller's control, in particular in cases of force majeure, official measures, transport disruptions, supply shortages, failure of upstream suppliers, energy shortages, cyber incidents, strike, lockout, or other unforeseeable events. 4.3 Partial deliveries and partial invoices are permissible to the extent they are reasonable for the customer. 4.4 If the customer does not accept the goods in due time or violates cooperation obligations, the Seller is entitled, without prejudice to further claims, to store the goods at the customer's risk and expense, and to invoice them as delivered, to the extent permitted by law.

5.1 The risk of accidental loss or accidental deterioration passes at the latest upon delivery of the goods to the carrier, freight forwarder, or other third party designated for carrying out the shipment to the customer. This applies even if free delivery, partial shipments, or assembly services have been agreed. 5.2 If shipment, acceptance, or delivery is delayed for reasons attributable to the customer, the risk passes upon notification of readiness for shipment or acceptance.

6.1 The delivered goods remain the property of the Seller until full payment of all claims arising from the business relationship. 6.2 The customer is obliged to treat the goods subject to retention of title with care, insure them adequately, store them separately, and report their location upon request. 6.3 Pledging or transferring ownership by way of security of the goods subject to retention of title is prohibited. Access by third parties must be reported to the Seller immediately in writing. 6.4 In the event of conduct by the customer contrary to the contract, in particular default in payment, the Seller is entitled, after a reasonable notice period, to reclaim the goods subject to retention of title or to assert other security rights.

7.1 The customer must inspect the goods immediately after delivery for completeness, identity, obvious defects, transport damage, and other deviations. 7.2 Obvious defects must be reported immediately, but at the latest within a reasonable period, in writing with a concrete description. Hidden defects must be reported immediately after discovery in writing. 7.3 If the customer fails to inspect or notify properly, the goods are deemed approved to the extent permitted under corporate law.

8.1 The warranty period is twelve months from the transfer of risk, unless mandatory statutory provisions provide otherwise. 8.2 In the case of justified and timely notified defects, the Seller is entitled, at its option, to remedy, exchange, substitute delivery, or – insofar as reasonable – reduce the price. Withdrawal from the contract is only permissible if a reasonable period for subsequent performance has expired unsuccessfully and a defect that is not merely minor exists. 8.3 Excluded from warranty are defects resulting from: - improper installation or commissioning by the customer or third parties, - use outside the technical specifications or contrary to safety instructions, - lack of maintenance or care, - normal wear and tear, - external influences, voltage fluctuations, moisture, fire, force majeure, - unauthorized modifications, repairs, or software interventions, - use of non-approved accessories or third-party components. 8.4 For used goods, warranty may be excluded or limited to the extent permitted by law, provided this is expressly agreed in the offer or contract.

9.1 A guarantee exists only if expressly and in writing promised as such. 9.2 The scope, duration, claim process, conditions, and exclusions of a guarantee are governed exclusively by the respective guarantee conditions.

10.1 If products contain software, firmware, or digital control components, the customer receives only the non-exclusive and non-transferable usage rights necessary for the intended use. 10.2 Source codes, development documents, architectural concepts, test routines, configuration profiles, and other technical know-how remain – unless expressly agreed otherwise – the sole property of the Seller. 10.3 The customer is responsible for the compatibility of its infrastructure, compliance with regulatory requirements, secure installation at the place of use, and appropriate training of its personnel, unless the Seller has expressly assumed these services.

11.1 The Seller is fully liable in cases of intent and gross negligence, and for damages resulting from injury to life, body, or health. 11.2 In cases of slight negligence, the Seller is liable – except for personal injury – only for breach of material contractual obligations. In this case, liability is limited to the typically foreseeable damage. 11.3 To the extent permitted by law, liability for lost profits, indirect damages, consequential damages, pure financial losses, production downtime, data loss, loss of use, replacement costs, and damages from third-party claims is excluded, unless there is intent or gross negligence. 11.4 To the extent permitted by law, the Seller's liability is limited in amount to the net order value of the relevant delivery or service part from which the damage arises. 11.5 The above limitations of liability also apply to the benefit of its bodies, employees, representatives, vicarious agents, and other attributable persons.

12.1 The customer undertakes to treat all non-public commercial, technical, or organizational information obtained in the course of the business relationship as strictly confidential and to use it only for the contractual purposes. 12.2 Without prior written consent, technical documents, drawings, firmware versions, test reports, offer contents, prices, calculations, or other information may not be reproduced or disclosed to third parties. 12.3 If the customer violates intellectual property rights or confidentiality obligations, the Seller reserves all civil and criminal remedies.

13.1 The customer undertakes to comply with all applicable legal provisions, in particular export control, customs, sanctions, product safety, labor, and data protection requirements. 13.2 The Seller is entitled to suspend or refuse delivery or service if its execution would violate applicable law, official orders, or sanctions provisions, or if there are objective indications of fraudulent, abusive, or unlawful purposes.

To the extent that personal data is processed in the context of the business relationship, this is done in accordance with applicable data protection regulations. Additional information is contained in the Seller's privacy policy. If necessary, separate data processing agreements will be concluded.

15.1 Austrian law applies exclusively, excluding the conflict of laws rules of private international law and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). 15.2 The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is – to the extent permitted by law – the competent court in Vienna. 15.3 However, the Seller is entitled to sue the customer also at its general place of jurisdiction.

16.1 Amendments and supplements to contracts, offers, or these GTC require written form. This also applies to a waiver of the written form requirement, to the extent permitted by law. 16.2 If any provision of these GTC is or becomes invalid, unenforceable, or incomplete, the validity of the remaining provisions remains unaffected. In place of the invalid or unenforceable provision, a valid provision shall be deemed agreed that most closely achieves the economic purpose.