General Terms and Conditions (GTC)
of SolvaTerra GmbH
Version: June 2025

1. Scope of Application

1.1. These General Terms and Conditions (GTC) apply to all contracts, services, and deliveries provided by SolvaTerra GmbH, located at Handelszentrum 16, 5101 Bergheim, Austria (hereinafter referred to as “SolvaTerra”), to customers in Austria, within the European Union (EU), and in non-EU countries.

1.2. Deviating, conflicting, or supplementary terms and conditions of the customer shall not become part of the contract, even if known, unless their validity is expressly agreed upon in writing by SolvaTerra.

2. Services

2.1. SolvaTerra primarily offers services in the fields of product development and contract research. Additionally, SolvaTerra is authorized to trade goods of all kinds, although this is not the company’s main focus.

2.2. The type and scope of the services to be provided are determined by the respective contract or offer.

3. Conclusion of Contract

3.1. Offers made by SolvaTerra are non-binding and subject to change unless expressly marked as binding.

3.2. A contract is deemed concluded only upon written confirmation of the order by SolvaTerra or upon actual performance of the service.

4. Prices and Payment Terms

4.1. All prices are quoted net in euros, exclusive of any applicable statutory value-added tax (VAT), unless otherwise stated.

4.2. Unless otherwise agreed, invoices are payable within 14 days from the invoice date without deduction.

4.3. In case of payment default, SolvaTerra is entitled to charge statutory interest as well as dunning and collection fees.

5. Delivery Deadlines and Delays

5.1. Delivery and performance dates are non-binding unless expressly agreed otherwise in writing.

5.2. Force majeure or other unforeseen, extraordinary, or unavoidable events shall release SolvaTerra from its obligation to perform for the duration and scope of the disruption.

6. Warranty

6.1. Statutory warranty provisions apply unless otherwise agreed below.

6.2. The customer is required to inspect delivered goods or services without delay and to report any defects in writing. If no such notice is given, the service is deemed accepted.

6.3. In the event of justified claims, SolvaTerra may choose to remedy the defect or provide a replacement.

7. Liability

7.1. SolvaTerra shall only be liable in cases of intent or gross negligence. Any further liability – particularly for slight negligence, loss of profit, data loss, or consequential damages – is excluded.

7.2. Liability for personal injury under the Austrian Product Liability Act and other mandatory legal provisions remains unaffected.

7.3. The burden of proof for the existence of gross negligence lies with the customer.

8. Retention of Title

8.1. Delivered goods remain the property of SolvaTerra until full payment has been received.

8.2. Pledging or assigning goods as security by the customer before transfer of ownership is prohibited.

9. Confidentiality and Intellectual Property

9.1. Both parties agree to maintain confidentiality with respect to all business, technical, and other information received in connection with the business relationship.

9.2. All copyrights and usage rights to concepts, developments, analyses, and other services created by SolvaTerra remain with SolvaTerra unless expressly agreed otherwise in writing.

10. Export Control and Compliance

10.1. The customer agrees to comply with all applicable national and international export control regulations.

10.2. SolvaTerra reserves the right to refuse services or terminate contracts if required by legal or compliance-related reasons.

11. Governing Law and Jurisdiction

11.1. These terms and all contracts are governed exclusively by the substantive law of Austria, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2. The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the competent court in Salzburg, Austria.

12. Final Provisions

12.1. Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The parties shall replace the invalid or unenforceable provision with one that most closely reflects the economic intent of the original.

12.2. Amendments and supplements to these GTC must be made in writing. This also applies to any waiver of the written form requirement.