GENERAL TERMS AND CONDITIONS
of ReNewBike GmbH
for Business Transactions with Entrepreneurs
(as of 22 May 2025)

1. General Applicability
1.1. These General Terms and Conditions (hereinafter “GTC”) apply to all business relationships between ReNewBike GmbH, Rohrbacher Straße 33, 4184 Helfenberg (hereinafter “RENEWBIKE”) and its customers for whom the transaction is part of the operation of a business (hereinafter “CUSTOMER”). The GTC regulate the mutual rights and obligations of the contracting parties. RENEWBIKE prepares offers and provides services and deliveries exclusively on the basis of these GTC. This applies to existing and future contractual relationships, even if no explicit reference is made to them. In any case, by accepting a delivery, the CUSTOMER acknowledges the GTC of RENEWBIKE.
1.2. Oral agreements between the contracting parties are replaced by the written contract.
1.3. Deviating, opposing, or supplementary terms and conditions of the CUSTOMER shall not become part of the contract, even if known, unless RENEWBIKE explicitly agrees to their validity in writing. Written form is preserved by sending a fax or an email.

2. Offers and Conclusion of Contract
2.1. Orders by the CUSTOMER are only considered accepted once confirmed in writing by RENEWBIKE, including by email. Until then, statements and offers made by RENEWBIKE are non-binding and constitute an invitation to submit an offer by the CUSTOMER.
2.2. Offers from RENEWBIKE are non-binding. Technical descriptions and other details in offers, brochures, or other information are initially non-binding.
2.3. Offers and cost estimates are only made in writing. Verbal cost estimates have no legal significance.
2.4. Unless otherwise agreed, offers and cost estimates are subject to a fee.
2.5. Offers and cost estimates are prepared based on the information provided by the CUSTOMER, without guarantee for completeness or accuracy.
2.6. RENEWBIKE reserves ownership and intellectual property rights to illustrations, drawings, calculations, and other documents. These may not be made accessible to third parties.
2.7. RENEWBIKE reserves the right to sell goods offered to the CUSTOMER to third parties during the validity period of the offer (intermediate sale). The CUSTOMER shall have no claims arising from this.
2.8. If details in written order confirmations issued by RENEWBIKE differ from information in catalogs, brochures, or other RENEWBIKE documentation, the details in the order confirmation shall be binding.

3. Prices
3.1. Unless fixed prices or delivery-date-specific price commitments have been explicitly confirmed, RENEWBIKE reserves the right to adjust prices due to changes in exchange rates, fiscal charges, customs duties, freight, raw materials, manufacturing, and labor costs that occur between the date of the order confirmation and the date of delivery.
3.2. VAT for domestic deliveries is not included in the prices and must be paid by the CUSTOMER. Prices are stated in euros.

4. Deliveries
4.1. Deliveries are generally made ex works.
4.2. Delivery is deemed made upon handover to the transport company. Risk passes to the CUSTOMER at that point.
4.3. Delivery periods and dates are initially non-binding. A binding delivery date requires explicit written confirmation (including email) from RENEWBIKE.
4.4. To meet a delivery date per 4.2., RENEWBIKE must notify the CUSTOMER of readiness for dispatch or hand over the goods to a transport company within the agreed period.
4.5. Delivery periods begin only after all execution details have been fully clarified. Compliance with delivery deadlines requires fulfillment of the CUSTOMER’s contractual obligations.
4.6. The scope of RENEWBIKE’s delivery obligation is determined exclusively by the contract. RENEWBIKE reserves the right to make design, shape, and color changes based on technical improvements or legal requirements, provided they are not significant or unreasonable for the CUSTOMER.
4.7. RENEWBIKE is entitled to make partial deliveries.
4.8. Packaging and transport costs are borne by the CUSTOMER.
4.9. Packaging materials will not be taken back by RENEWBIKE.

5. Delivery Periods / Delivery Hindrances
5.1. Any agreed delivery periods or dates are subject to force majeure, e.g., strikes, lockouts, fire, natural disasters, transport disruptions, shortages of raw materials or energy, supplier delays, or other unforeseen operational disruptions at RENEWBIKE or its suppliers.
5.2. Delays caused by the above circumstances release RENEWBIKE from its delivery obligations. The CUSTOMER has no right to cancel the order or reject the delivery. The CUSTOMER shall not be entitled to any claims for damages.
5.3. If delivery deadlines are not met and no force majeure applies, the CUSTOMER must set a grace period of at least 21 days in writing. After this period, the CUSTOMER may withdraw from the contract, except in the case of custom orders requiring investments from RENEWBIKE, in which case the CUSTOMER must reimburse the full investment costs.
5.4. In the event of delayed acceptance of the delivery, the CUSTOMER must pay any storage or standstill costs to RENEWBIKE. The delivery will be invoiced and is payable as agreed. Risk transfers to the CUSTOMER upon notification of readiness for dispatch.
5.5. RENEWBIKE is not obliged to deliver if the CUSTOMER is in default of payment from other deliveries.

6. Payment Terms
6.1. Unless otherwise agreed, invoices are payable within 8 days from the invoice date without deductions. Discount deductions are only permitted if explicitly agreed in writing.
6.2. In the event of late payment, RENEWBIKE is entitled to charge interest at 12% p.a. from the due date until payment.
6.3. Dunning and collection fees must be reimbursed by the CUSTOMER in full.
6.4. If RENEWBIKE handles the dunning internally, a flat fee of EUR 40 applies.
6.5. Offsetting is only allowed if the CUSTOMER’s counterclaims are legally established, undisputed, or acknowledged in writing by RENEWBIKE.
6.6. The CUSTOMER may only assert a right of retention if the counterclaim arises from the same contractual relationship and is limited to the cost of remedying the defect.
6.7. If the CUSTOMER withdraws from the contract without justification, they are still obliged to pay the agreed remuneration per § 1168 ABGB. Alternatively, RENEWBIKE may claim 30% of the gross sales price as liquidated damages. RENEWBIKE reserves the right to claim higher damages with proof.
6.8. Withdrawal is not permitted for custom-made orders. In such cases, the CUSTOMER must pay the full agreed price.

7. CUSTOMER Cooperation Obligations
7.1. The CUSTOMER must ensure that the installation site complies with legal and technical requirements and shall hold RENEWBIKE harmless in this regard. RENEWBIKE is not responsible for this.

8. Warranty
8.1. Unless otherwise agreed, materials and goods are delivered in standard commercial quality.
8.2. Defects must be reported in writing with a detailed description within 7 days of delivery, otherwise warranty claims are excluded. Complaints about incomplete or incorrect delivery must also be made within this period.
8.3. Warranty claims expire six months after delivery.
8.4. All claims are excluded if the CUSTOMER attempts repairs or improperly stores or uses the goods.
8.5. The reversal of the burden of proof under § 924 ABGB is excluded. The CUSTOMER must prove the defect existed at the time of delivery, its discovery, and timely notification.
8.6. Recourse under § 933b ABGB is excluded.

9. Liability for Damages
9.1. RENEWBIKE is liable for damages to life, body, or health only as required by law, but not for improper operation of the equipment. For other damages, liability is limited to intent and gross negligence. Product liability under the Product Liability Act remains unaffected.
9.2. Claims for damages are limited to the order value excluding VAT. Lost profits and purely financial damages are excluded.
9.3. Claims for damages expire six months after the CUSTOMER becomes aware of the damage and the liable party, and in any case one year after delivery.
9.4. Technical advice, information, and recommendations by RENEWBIKE are made to the best of its knowledge but are non-binding and without liability. Technical specifications are guideline values and must be tested and approved by the CUSTOMER at their own expense.

10. Retention of Title
10.1. All deliveries remain the property of RENEWBIKE until full payment of all claims from the respective invoice. While retention of title is in effect, any sale, pledge, or other transfer without RENEWBIKE’s written consent is prohibited.

11. Special Provisions
11.1. Changes to these GTC or any agreements deviating from them are only valid if confirmed in writing by RENEWBIKE.

12. Contract Language
12.1. The only relevant language for business transactions is German. This includes all documents and descriptions.

13. Governing Law, Jurisdiction, and Place of Performance
13.1. Austrian law applies exclusively, excluding international conflict of law rules and the UN Sales Convention.
13.2. Place of performance is A-4184 Helfenberg.
13.3. Place of jurisdiction is the competent court in A-4020 Linz.

14. Severability Clause
If any provision of these GTC is or becomes invalid, this shall not affect the validity of the remaining provisions and the contracts concluded based on them. In such a case, the invalid provision shall be replaced by a valid one that most closely reflects the intended economic purpose.

Helfenberg, May 2025
ReNewBike GmbH