General Terms and Conditions of WFT GmbH

1. Scope

1.1 These General Terms and Conditions (“GTC”) apply to all deliveries and services of WFT GmbH (“Seller”) to its customers (“Buyer”), including consulting, installation, commissioning, repairs and software.

1.2 These GTC apply exclusively to businesses within the meaning of Section 1 of the Austrian Consumer Protection Act (KSchG). Transactions with consumers are not covered by these GTC.

1.3 These GTC apply in the version valid at the time the contract is concluded, available at https://www.vinpilot.at/agb. They also apply to all future transactions with the Buyer without the need for renewed reference.

1.4 General terms and conditions or purchasing conditions of the Buyer do not apply, even if the Seller does not expressly object to them or carries out the delivery with knowledge of such conditions. They apply only if the Seller has expressly agreed to them in writing.

1.5 Individual agreements made in a specific case take precedence over these GTC, provided they have been made in writing.

2. Offer and conclusion of contract

2.1 Offers of the Seller are non-binding unless expressly designated as binding.

2.2 A contract is concluded only upon the Seller’s written order confirmation or upon execution of the delivery. The order confirmation is decisive for content and scope.

2.3 Changes and additions to an order become binding only upon written confirmation by the Seller.

2.4 Information in brochures, data sheets, on the website and in presentations are guide values. They become part of the contract only if the order confirmation expressly refers to them.

2.5 Plans, drawings, configurations and other documents of the Seller remain its property. They may not be reproduced or made available to third parties without consent.

3. Prices

3.1 Unless otherwise agreed, prices are ex works, excluding packaging, loading, freight and transport insurance.

3.2 Value added tax, customs duties, fees and other charges are borne by the Buyer. They are invoiced in addition.

3.3 Installation, commissioning, training, travel and accommodation costs are included in the price only if expressly agreed. Otherwise they are invoiced at the Seller’s applicable rates.

3.4 If more than four months elapse between conclusion of the contract and the agreed delivery date and material, energy or labour costs change significantly during this period, the Seller is entitled to adjust the prices accordingly. Upon request, the Seller will provide evidence of the change.

4. Delivery, delivery periods, transfer of risk

4.1 Delivery periods and dates are non-binding unless expressly confirmed as binding in writing. A delay of up to four weeks is deemed timely.

4.2 The delivery period begins on the latest of the following dates: date of the order confirmation, clarification of all technical details, receipt of an agreed down payment.

4.3 Compliance with the delivery period requires that the Buyer fulfils its obligations in due time, in particular makes payments and provides the required information and documents.

4.4 Partial deliveries are permitted insofar as they are reasonable for the Buyer.

4.5 Risk passes to the Buyer upon handover of the goods to the first carrier, even if the Seller organises the transport or bears its costs. Deviating Incoterms take precedence if expressly agreed.

4.6 If delivery is delayed for reasons attributable to the Buyer, risk passes upon notification of readiness for dispatch. In this case the Seller stores the goods at the Buyer’s cost and risk.

5. Installation and commissioning

5.1 The Seller owes installation and commissioning only if expressly agreed.

5.2 The Buyer shall ensure in due time and at its own cost that the site is accessible and ready for operation. This includes in particular power, water, cooling and heating supply, network access, the necessary installation by authorised specialist companies and a competent contact person on site.

5.3 Waiting times and additional journeys attributable to the Buyer are invoiced according to effort at the applicable rates.

5.4 Upon completion of commissioning, the Buyer confirms it in writing. If the Buyer puts the system into operation without providing confirmation, commissioning is deemed completed.

5.5 The Buyer is responsible for setting process specific parameters (such as target temperatures, dosing quantities), unless expressly agreed otherwise.

6. Payment and default

6.1 Unless otherwise agreed, invoices are due for payment without deduction within 30 days of the invoice date. Invoicing takes place upon delivery or notification of readiness for dispatch.

6.2 The decisive date is the date of receipt of payment in the Seller’s account. Bank charges and fees are borne by the Buyer.

6.3 In the event of late payment, the Buyer owes default interest at the statutory rate pursuant to Section 456 of the Austrian Commercial Code (UGB), currently 9.2 percentage points above the base rate, as well as the lump sum of EUR 40 pursuant to Section 458 UGB. In addition, the Buyer shall reimburse the Seller for all appropriate collection costs, in particular reminder fees and the costs of a collection agency or lawyer.

6.4 If the Buyer is in default with a payment, the Seller may withhold further deliveries and services under all ongoing contracts until payment is made.

6.5 The Buyer may only set off claims that have been acknowledged in writing by the Seller or established by a court. A right of retention due to alleged defects exists only in reasonable proportion to the defect.

7. Retention of title

7.1 The goods delivered remain the property of the Seller until full payment of all claims under the contract, including interest and costs.

7.2 The Buyer shall handle the goods subject to retention of title with care and insure them adequately against fire, water and theft.

7.3 Pledging or transferring the goods subject to retention of title as security is not permitted. In the event of seizure or other third party access, the Buyer shall point out the Seller’s ownership and notify the Seller in writing without delay. The costs of intervention are borne by the Buyer.

7.4 Resale in the ordinary course of business is permitted only with the Seller’s prior written consent. In this case, the Buyer hereby assigns to the Seller its claim arising from the resale in the amount of the Seller’s outstanding claim. The Buyer shall record this assignment in its books and on its invoices and, upon request, inform the Seller of the debtor.

7.5 If the Buyer is in default of payment, the Seller is entitled, after setting a reasonable grace period, to demand the return of the goods subject to retention of title. The Buyer shall grant the Seller access to these goods for this purpose. Asserting the retention of title constitutes a withdrawal from the contract only if the Seller expressly declares so.

7.6 If the goods are delivered to a country in which retention of title is effective only upon registration or subject to special requirements, the Buyer shall cooperate in all necessary steps.

8. Warranty

8.1 The Seller warrants against defects existing at the time of handover that are due to material or workmanship faults. The warranty period is twelve months from the transfer of risk. The presumption of defectiveness at handover pursuant to Section 924 of the Austrian Civil Code (ABGB) is excluded.

8.2 The Buyer shall inspect the goods immediately upon receipt. Obvious defects must be notified in writing within 14 days of receipt, hidden defects within 14 days of discovery, with a precise description. If notification is not made in time, the goods are deemed accepted (Section 377 UGB).

8.3 The Seller may, at its option, repair or replace. Only if both are impossible, fail or would involve disproportionate effort may the Buyer demand a price reduction or, in the case of a defect that is not minor, termination of the contract.

8.4 Replaced parts become the property of the Seller. Repair or replacement does not restart the warranty period.

8.5 The Seller may postpone remedying defects as long as the Buyer is in default with due payments, insofar as these are in reasonable proportion to the defect.

8.6 No warranty applies to defects caused by natural wear and tear, improper installation, operation or storage, failure to observe the operating instructions, unsuitable operating materials, overvoltage, interventions or repairs by the Buyer or third parties without the Seller’s written consent, or by third party software or hardware.

8.7 The Seller owes a specific suitability of the goods for the Buyer’s intended use only if this has been expressly promised in writing.

8.8 Recourse pursuant to Section 933b ABGB is excluded.

9. Repairs

9.1 Repair orders are invoiced according to actual effort at the applicable rates, unless a flat rate has been agreed. Cost estimates are non-binding.

9.2 If inspection shows that a repair is uneconomical, the Seller will inform the Buyer before carrying it out. The effort incurred up to that point will be invoiced.

9.3 The provisions on warranty (Section 8) and liability (Section 10) apply to repair services, provided that the warranty is limited to the repair carried out and the parts installed. The warranty period is six months.

9.4 The Seller may dispose of repaired devices at the Buyer’s cost if they are not collected within three months despite a request to do so.

10. Liability

10.1 The Seller is liable for damages only in cases of intent or gross negligence. Liability for slight negligence is excluded.

10.2 Except in cases of intent, liability is excluded for loss of profit, consequential damages, loss of production, spoilage or quality impairment of the Buyer’s products (such as wine, must, beverages or food), loss of data and third party claims.

10.3 Except in cases of intent, liability per damage event is limited to the net order value of the contract concerned.

10.4 Claims for damages become time barred twelve months after knowledge of the damage and the party causing it, but no later than three years after the transfer of risk. The Buyer bears the burden of proving gross negligence.

10.5 The limitations of liability in this section do not apply to injury to life, body or health, nor to mandatory claims under the Austrian Product Liability Act. Claims under the Product Liability Act for property damage suffered by a business are excluded.

10.6 The goods are an aid to process control. They do not replace the monitoring of processes by the Buyer. The Buyer is responsible for appropriate monitoring, alarms and data backup.

10.7 The limitations of liability also apply in favour of the Seller’s employees, representatives and vicarious agents.

11. Software and intellectual property

11.1 For software, firmware, apps and online services supplied or provided with the goods, the Buyer receives a simple, non exclusive right of use for the intended operation of the goods. The right of use may only be transferred together with the goods.

11.2 All rights to software, trademarks, patents, designs, circuit diagrams and documentation remain with the Seller or its licensors.

11.3 The Buyer may not copy, modify, reverse engineer or decompile the software, unless this is permitted by mandatory law. Replicating the goods or their components is prohibited.

11.4 The Seller provides updates at its own discretion, unless a maintenance contract provides otherwise. There is no entitlement to specific functions or to permanent availability of online services unless expressly agreed.

11.5 Where open source software is included, the respective licence terms take precedence for it.

11.6 The Seller may use operating data generated during use in anonymised form for maintenance, fault analysis and product improvement. The processing of personal data is governed by the Seller’s privacy policy.

11.7 If the Buyer is in default with payments under this or any other contract with the Seller, the Seller may, after a written reminder setting a grace period of at least 14 days and announcing the measure, suspend the provision of online services, remote access, app, updates and support until full payment is made. The on site control and regulation function of the goods remains unaffected. The obligation to pay ongoing fees continues during the suspension.

11.8 If the right of use of software is limited in time (licence or subscription), it ends upon expiry of the term if the fee for renewal has not been paid. The Seller grants an additional period of 14 days after expiry. If the fee is not paid within this period either, the Seller may deactivate the software. The Seller notifies the Buyer of the upcoming deactivation in the software before expiry of the term and during the additional period. The Buyer shall ensure that these notices are passed on to the persons responsible for payments. The Buyer is responsible for taking appropriate precautions for its processes in due time. The Seller is not liable for the consequences of deactivation following proper notice.

12. Force majeure

12.1 Events of force majeure and other circumstances beyond the Seller’s control, such as natural events, pandemics, war, governmental measures, export restrictions, shortages of energy or raw materials, strikes or supply failures of upstream suppliers, extend the delivery periods by the duration of the impediment plus a reasonable start up period.

12.2 The Seller will inform the Buyer without delay of the beginning and expected duration of the impediment.

12.3 If the impediment lasts longer than three months, either party is entitled to withdraw from the contract with respect to the services not yet performed. Services already performed must be paid for. In this case there are no claims for damages.

13. Withdrawal and cancellation

13.1 The Seller is entitled to withdraw from the contract after setting a reasonable grace period if the Buyer is in default with a payment or another material obligation.

13.2 The Seller is entitled to withdraw without a grace period if there are justified doubts about the Buyer’s ability to pay and the Buyer, upon request, neither makes an advance payment nor provides adequate security. Mandatory provisions of the Austrian Insolvency Code remain unaffected.

13.3 If the Buyer withdraws from the contract without legal grounds or requests its termination, the Seller may insist on performance or agree to the termination. In the latter case, the Buyer shall pay a cancellation fee of 20 percent of the net order value. For goods that are not part of the standard range and are manufactured specifically for the Buyer, the cancellation fee is 80 percent of the net order value of these goods. The right to claim higher damages is reserved.

13.4 In the event of withdrawal, the Buyer shall return goods already delivered at its own cost and pay the Seller reasonable compensation for use and loss of value.

14. Final provisions

14.1 Declarations required to be made in writing under these GTC may also be made by email.

14.2 The place of performance for delivery and payment is the Seller’s registered office in Klosterneuburg, Austria.

14.3 Austrian law applies exclusively, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The Incoterms in the version valid at the time the contract is concluded apply additionally, insofar as the contract or these GTC do not provide otherwise.

14.4 The court having subject matter jurisdiction in Vienna has exclusive jurisdiction for all disputes arising from or in connection with the contract. The Seller is also entitled to sue the Buyer at the Buyer’s general place of jurisdiction.

14.5 If the Buyer has its registered office outside the European Union, Switzerland, Norway and Iceland, all disputes shall, notwithstanding Section 14.4, be finally settled by a sole arbitrator under the Rules of Arbitration and Mediation of the Vienna International Arbitral Centre (Vienna Rules). The place of arbitration is Vienna; the language of the proceedings is German or English.

14.6 Should any provision of these GTC be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to its economic purpose.

14.7 These GTC are available in German and English. In case of doubt, the German version prevails.

As of: September 2026