General Terms and Conditions (GTC)

Procfit GmbH, Giesselsdorf 108, 8354 Sankt Anna am Aigen (hereinafter also referred to as: “Procfit”)

1 Scope of Application

(1) All Procfit deliveries, services, and offers are provided exclusively on the basis of these General Terms and Conditions. These are part of all contracts that Procfit concludes with its contractual partners (hereinafter also referred to as the “Customer”) for the deliveries or services offered by Procfit. They also apply to all future deliveries, services, or offers to the customer, even if they are not separately agreed to again.

(2) The Terms and Conditions of the Customer or third parties do not apply. Even if Procfit refers to a letter or email that contains or refers to the terms and conditions of the Customer or a third party, this does not constitute consent to the validity of those terms and conditions. The application and validity of such terms and conditions are expressly and mutually excluded.

2 Services Provided by Procfit/Cooperation of the Customer

(1) Procfit creates customized supply chains for the Customer and optimizes existing supply chains.

(2) The Customer must always fulfill its cooperation obligations completely and in a timely manner at the first request of Procfit. If the Customer fails to fulfill a cooperation obligation and thereby prevents Procfit from providing its services, Procfit’s claim to compensation remains unaffected.

(3) Procfit also provides coaching and consulting services for companies in the area of supply chain management.

(4) With regard to coaching and consulting services, the Customer has no right to demand a specific result.

(5) The Customer must immediately provide support for the performance of Procfit’s services by taking appropriate cooperative action at Procfit’s first request. In particular, it will provide Procfit with the information and data needed for the provision of services. The Customer will also provide the necessary working materials at Procfit’s first request.

(6) At Procfit’s first request, the Customer will name a contact person (“project manager”) as a permanent point of contact for all matters relating to the project.

(7) If the Customer fails to fulfill its duty to cooperate and if Procfit is unable for this reason to complete its services in whole or in part within the agreed time, the period agreed for the provision of services shall be extended by the period for which the customer is in default.

(8) Procfit is entitled to have services owed to the Customer provided by vicarious agents or third parties.

3 Services Requiring Acceptance

(1) If Procfit provides a service for the Customer that requires acceptance, the following paragraphs apply.

(2) The Customer must accept the “Factory for Everyone” or an intermediate step of other Procfit services that requires acceptance within one week of its completion and at the request of Procfit.

(3) The “Factory for Everyone” and the respective intermediate step of other Procfit services are considered accepted and approved at the end of the one-week period if the customer has not informed Procfit in writing of any remaining defects and their correction(s). The Customer will prepare a list of defects and send it to Procfit. The Customer is responsible and liable for properly communicating this information.

(4) Minor defects in performance do not preclude acceptance.

4 Conclusion of Contracts

(1) The contract between Procfit and the Customer can be concluded by telephone, in writing, or in text form.

(2) If the contract is concluded orally, the Customer will receive an order confirmation from Procfit upon request.

5 Payments, Prices, Terms

(1) The prices stated and communicated by Procfit are binding. The communicated prices are net prices plus the applicable statutory sales tax.

(2) Payment for Procfit services is made immediately after invoicing or approving an individual agreement. Unless otherwise stated in the offer from Procfit, payment for the services of Procfit is generally due upon conclusion of the contract. A (SEPA) direct debit authorization granted to Procfit also applies to the further business relationship until revoked.

(3) If SEPA direct debiting is agreed, the Customer must give Procfit a written SEPA direct debit mandate in writing after the contract has been concluded. Upon request, the Customer will be provided with a corresponding form by Procfit.

(4) Procfit issues the Customer a proper invoice that shows the sales tax (if applicable, through agents).

(5) If the agreed upon direct debits cannot be collected from the Customer’s account or a chargeback occurs, the Customer is obligated to transfer the amount owed to Procfit within three business days of Procfit’s request and to assume the costs incurred by the chargeback.

(6) The Customer expressly waives the right to object to setting Procfit’s claims, however named, arising from the contractual relationship between Procfit and the Customer off against the Customer’s own claims or claims of third parties that the Customer has acquired. This waiver is accepted by Procfit.

(7) If the Customer fails to attend the kick-off meeting agreed with Procfit at the conclusion of the contract without providing a reason and if Procfit is unable to provide the contracted service as a result, the Customer remains obligated to pay the agreed advance fee.

6 Termination, Term, Acceptance Date

(1) The contract contains the term individually agreed (by telephone or in writing) between the parties. Procfit and the Customer agree not to terminate the contract during the agreed term. These waivers are mutually accepted by Procfit and the Customer.

(2) The agreed purchase dates are not fixed dates and are subject to the Customer’s cooperation. Current market influences (e.g. no/low availability of raw materials, production breaks by manufacturers during the summer months/at Christmas, wars, etc.) can change/extend purchase dates and fixed dates. Procfit has no influence over this.

(3) The right to extraordinary termination for good cause remains unaffected.

7 Default/Extraordinary Termination

(1) Deadlines for the provision of services by Procfit do not begin until Procfit has received the respective invoice amount due and the data necessary for the services is available to Procfit in full or the necessary cooperative actions have been completed, as agreed.

(2) If the customer is late in making due payments, Procfit reserves the right to withhold further services until the outstanding amount is paid.

(3) Procfit is also entitled to terminate the contract for cause and to withhold its services if the customer remains late in making due payments despite being granted an additional period of eight days for payment.

8 Performance

(1) Procfit will perform the agreed services as described in the offer with the necessary care. To do so, Procfit is entitled to use the help of third parties without restriction.

(2) If Procfit is prevented from providing the agreed services and the reasons for the hindrance lie within the Customer’s sphere of influence, Procfit’s claim to compensation remains unaffected.

(3) Procfit does not guarantee prices or offers from suppliers or third parties. Procfit does not guarantee that the collaboration between the Customer and the brokered manufacturer will work after the end of the project. This is at the discretion of the Customer. Procfit is a purchasing consultancy.

9 Liability and Compensation

(1) Procfit is liable for fault – regardless of the legal basis – only in the case of intent and gross negligence. This also applies to damages caused by third parties engaged by Procfit.

In the case of slight negligence, Procfit is liable only

a) for damages resulting from injury to life, limb, or health,

and

b) for damages resulting from the violation of an essential contractual obligation (an obligation whose fulfillment is essential to the proper execution of the contract and on whose fulfillment the contractual partner regularly relies and may rely), in which case liability is limited to the amount of the order value (the price to be paid by the Customer to Procfit after proper and complete performance). This also applies if the damage differs significantly from the order value.

(2) The Customer’s claims for damages and warranty claims can only be asserted in court within one month of the provision of the service. If knowledge of the damage and the damaging party occurs later, an absolute limitation period of six months is agreed between entrepreneurs. The Customer must assert and prove the time at which the damage and the damaging party became known.

(3) The Customer must prove that the damage was caused by Procfit. This applies unless otherwise provided by law.

(4) If the Customer is an entrepreneur, the Customer and Procfit as an entrepreneur agree that the assertion of warranty claims is excluded.

10 Right of Withdrawal for Consumers

(1) If the Customer is a consumer as defined by the provisions of § 1 KSchG, the Customer may withdraw his or her application to enter into a contract or from the contract entered into with Procfit within 14 days if the Customer did not make his or her contractual statement either on premises used by Procfit for its business purposes or at a stand used by it for that purpose at a trade fair or market.

(2) The 14-day withdrawal period begins with the conclusion of the contract. No reasons need to be provided. The withdrawal does not need to be in any particular form. In order to exercise their right of withdrawal, the Customer must inform Procfit of their decision to withdraw from the contract by means of an unambiguous declaration (e.g. a letter sent by post, fax, or email).

11 Final Clauses

(1) Deviations from these GTC are only effective if they have been agreed in writing. Individual agreements made with the customer in individual cases, including side agreements, additions, and changes, always take precedence over these GTC. A written contract or written confirmation from Procfit is required for the content of such agreements.

(2) These GTC shall be governed exclusively by Austrian law. The place of fulfillment is the registered office of Procfit. The District Court of Feldbach shall have exclusive jurisdiction over any disputes arising from the contractual relationship between Procfit and the customer, regardless of the amount in dispute.