General terms and conditions

Version 1.0, September 2026

These General Terms and Conditions ("GTC") apply to all business relationships between PalmChrom e.U., a sole proprietorship registered in Vienna, Austria ("PalmChrom", "we", "us"), and its clients ("Client").

1. Scope, Parties and Precedence

1.1 Business clients only. These GTC apply exclusively to contracts with entrepreneurs within the meaning of Section 1 of the Austrian Commercial Code (UGB), with legal persons under public law and with public-law special funds. PalmChrom does not contract with consumers. By placing an order, the Client confirms that it is acting in the exercise of its trade, business or profession.

1.2 Exclusive application. These GTC apply to the entire business relationship, including future transactions, even where not referred to again. The Client's own purchasing terms and conditions are hereby expressly excluded and do not become part of the contract, even where PalmChrom performs without objecting to them.

1.3 Incorporation. These GTC become part of the contract where they have been communicated to the Client before conclusion of the contract. Transmission after conclusion of the contract, for instance on invoices or delivery notes, is without effect.

1.4 Precedence. Where an individual written contract, an order confirmation or a written offer contains provisions deviating from these GTC, those provisions prevail. The remaining provisions of these GTC continue to apply unchanged.

1.5 Formation of contract. Offers and quotations issued by PalmChrom are non-binding unless expressly designated as binding and given a validity period. A contract is formed upon written order confirmation by PalmChrom, and only to the extent set out in that confirmation. Verbal side agreements require written confirmation to be effective.

1.6 Written form. "Written" within these GTC includes email. Amendments to a concluded contract require the written form, as does any waiver of this requirement.

2. Definitions

Instrument means the portable liquid chromatography system manufactured and supplied by PalmChrom, including its enclosure, electronics, firmware and integrated fluidic components, as specified in the order confirmation.

Firmware means the embedded software permanently installed in the Instrument and executed on its microcontroller.

Desktop Software means the PalmChrom instrument-control and data-handling application made available for installation on the Client's computers.

Extended License means the paid license to the Desktop Software that enables control of and communication with laboratory instruments manufactured by third parties.

Documentation means the user manual, safety instructions, technical specifications and any declarations of conformity supplied with the Instrument or the Software.

Satellite Modem means the external satellite data terminal that may optionally be connected to the Instrument by serial cable and that is manufactured and placed on the market by a third party.

Battery Pack means the rechargeable lithium-ion battery pack used to power the Instrument.

Consumables and Wear Parts means components subject to consumption or degradation in normal operation, as further specified in clause 8.2.

Custom Work means bespoke engineering, design, electronics, mechanics or software development performed by PalmChrom to the Client's specification.

3. Structure of these GTC

Clauses 1 to 7 and 14 to 20 apply to all business relationships. In addition, the following modules apply according to the subject matter of the individual contract:

Where a contract covers more than one module, all relevant modules apply cumulatively.

4. Prices, Taxes and Payment

4.1 Prices. All prices are quoted in euros and are exclusive of value added tax. Prices apply to the individual order only and do not bind PalmChrom for subsequent orders. Unless expressly stated otherwise, prices exclude packaging, transport, transport insurance, dangerous-goods handling, customs duties and import charges.

4.2 Services charged by time. Services such as consulting, commissioning support, training, method support, repairs outside warranty and Custom Work are charged at PalmChrom's rates in force on the day the service is rendered. Travel time counts as working time. Travel, subsistence and accommodation costs are invoiced separately at the rates applicable at the time.

4.3 Advance payment. Unless expressly agreed otherwise in writing, the full invoice amount is payable in advance. Invoices are payable within 14 days of issue, without deduction and free of charges. Manufacture, procurement and dispatch commence only after the full amount has been credited to PalmChrom's account.

4.4 Partial invoicing. Where an order comprises several units, deliverables or phases, PalmChrom is entitled to make partial deliveries and to issue partial invoices. The agreed payment terms apply to partial invoices accordingly.

4.5 Default. In the event of late payment, PalmChrom is entitled to the statutory default interest for business transactions under Section 456 UGB, to the flat-rate compensation for recovery costs under Section 458 UGB, and to reimbursement of reasonable costs of collection and legal representation. Compliance with agreed payment dates is a material condition of performance. Where the Client is in default, PalmChrom may suspend further performance, withhold delivery and, after a reasonable grace period, withdraw from the contract.

4.6 No set-off or retention. The Client is not entitled to set off its own claims against claims of PalmChrom unless those claims have been recognized by PalmChrom in writing or established by final court decision. The Client is not entitled to withhold payment on the grounds of incomplete delivery, warranty claims or complaints.

4.7 Value added tax on intra-Union supplies. Exemption of an intra-Union supply from Austrian value added tax requires a valid VAT identification number of the Client and documentary proof that the goods have left Austria. The Client undertakes to provide its VAT identification number before dispatch and, where it or a carrier engaged by it collects the goods, to furnish confirmation of arrival without delay. Where the Client fails to do so and Austrian value added tax becomes payable as a result, the Client shall reimburse that amount to PalmChrom.

4.8 Retention of title. All goods delivered remain the property of PalmChrom until all claims arising from the business relationship have been satisfied in full. Until then the Client may not pledge, assign as security, resell or otherwise encumber the goods. In the event of seizure or other access by third parties, the Client shall draw attention to PalmChrom's title and notify PalmChrom without delay, bearing the costs of any intervention.

5. Delivery, Transfer of Risk and Shipment of Lithium Batteries

5.1 Delivery term. Unless otherwise agreed, delivery is FCA Vienna, Austria (Incoterms 2020).

5.2 Transfer of risk. Risk passes to the Client as soon as PalmChrom hands the goods over to the carrier, or, where the Client or a party engaged by it collects the goods, upon making the goods available for collection at PalmChrom's premises. The Client bears the risk of transport and is responsible for insuring it. At the Client's written request and expense, PalmChrom will arrange transport insurance.

5.3 Delivery dates. Delivery dates are target dates and are binding only where expressly designated as fixed dates in writing. Delivery periods commence upon receipt of full advance payment and upon receipt of all information, permits, specifications and cooperation owed by the Client. Delays and additional costs caused by incorrect, incomplete or subsequently amended information or documents provided by the Client are not attributable to PalmChrom and are borne by the Client.

5.4 Lithium batteries as dangerous goods. The Instrument contains a lithium-ion Battery Pack. Its shipment constitutes the carriage of dangerous goods of Class 9 under UN 3481 (lithium-ion batteries contained in equipment) and is subject to the applicable provisions of ADR, IATA-DGR and IMDG, including packaging, marking and state-of-charge requirements. The Client shall comply with these provisions in respect of any onward shipment, relocation or return of the Instrument. Returns of the Instrument, and any shipment of Battery Packs, must be coordinated with PalmChrom in advance. The Client is liable for all damage, penalties and costs arising from non-compliance with dangerous-goods provisions within its sphere.

5.5 Export control and sanctions. Deliveries are subject to the export control and sanctions law of the European Union, of the Republic of Austria and, where applicable, of any other relevant jurisdiction. The Client shall not export, re-export or otherwise make available the Instrument, the Software or the Documentation in breach of such provisions, and shall not supply them to sanctioned persons or entities or for prohibited end uses. PalmChrom may withdraw from the contract where a required authorization is refused or where performance would breach such provisions.

6. Intended Use

6.1 Intended use. The Instrument and the Software are intended for laboratory, field and research analytical work carried out by personnel who are trained and qualified in liquid chromatography, in the handling of solvents and in the operation of pressurized fluidic systems. The intended use, operating limits and safety instructions set out in the Documentation form part of the contract.

6.2 Excluded applications. The Instrument and the Software are not certified and not intended for medical, diagnostic, clinical, forensic, life-support or safety-critical applications, nor for use in explosive atmospheres. Where analytical results are to be used for legally binding purposes, official monitoring, regulatory reporting or evidentiary purposes, the Client is solely responsible for validating the method, the Instrument and the data workflow for that purpose and for demonstrating compliance with the applicable standards.

6.3 Client responsibility. The Client is solely responsible for installation, configuration, calibration, method development, method validation, quality control, correct selection of solvents, columns, capillaries and fittings, correct interpretation of results, and for any decision taken on the basis of results generated with the Instrument or the Software. The Client is further responsible for appropriate data backup, data integrity and record-keeping procedures.

6.4 Modifications. Any modification of the Instrument, including opening of the enclosure, alteration of the electronics, replacement of components other than in accordance with the Documentation, or any intervention in the Firmware, invalidates the EU declaration of conformity, may impair electromagnetic compatibility and electrical safety, and releases PalmChrom from warranty and liability to the extent that the modification caused or contributed to the defect or damage.

7. Battery Pack

7.1 User replaceability. The Battery Pack is designed to be removable and replaceable by the Client using commonly available tools, in accordance with the instructions in the Documentation and without damaging the Instrument.

7.2 No restriction on third-party packs. PalmChrom does not employ any software, firmware, cryptographic authentication or other technique that prevents, restricts or degrades the use of a battery pack supplied by a third party where that pack meets the electrical, mechanical, communication and safety specification published in the Documentation.

7.3 Specification and conformity. The specification of the Battery Pack, including nominal voltage, capacity, cell configuration, connector, communication interface, protection features and required safety approvals, is set out in the Documentation. The Client is responsible for ensuring that any replacement pack meets that specification and carries the required certifications and transport test documentation.

7.4 Liability for non-conforming packs. PalmChrom accepts no liability and gives no warranty for malfunction, damage, loss or injury caused by the use of a battery pack that does not meet the published specification, that is damaged, that has been modified, or that has been charged or handled contrary to the Documentation.

7.5 Aging. Progressive loss of capacity of the Battery Pack through charge and discharge cycles, storage and ambient conditions is normal wear and does not constitute a defect.

7.6 Supply of replacement packs. PalmChrom does not currently supply replacement Battery Packs. The Client obtains replacement packs from the pack manufacturer or its authorized distributors. Should PalmChrom offer replacement packs in future, they will be supplied subject to these GTC and to the applicable dangerous-goods provisions.

7.7 Waste batteries and waste equipment. Take-back and treatment of waste batteries and of waste electrical and electronic equipment are governed by the applicable national implementing law. The Client shall not dispose of Battery Packs or the Instrument in unsorted municipal waste and shall observe the instructions given in the Documentation.

8. Module A — Sale of Instruments, Spare Parts and Consumables

8.1 Scope of supply. The scope of supply is determined by the order confirmation. Chromatographic columns are not supplied by PalmChrom. Capillaries, fittings and comparable fluidic consumables may be supplied where expressly offered and listed in the order confirmation.

8.2 Consumables and Wear Parts. The following are Consumables and Wear Parts and are excluded from warranty: pump seals and plungers, rotor seals and stator faces of valves, capillaries, tubing, ferrules and fittings, filters and frits, in-line filters, columns, the Battery Pack, and surfaces subject to mechanical wear including the touch screen and the enclosure finish.

8.3 Inspection and notice of defects. The Client shall inspect the delivery without delay upon receipt and shall give notice of any defect in accordance with Section 377 UGB. Apparent defects, including transport damage, shortfalls and incorrect deliveries, must be notified in writing within seven days of receipt. Hidden defects must be notified in writing without delay upon discovery, with a description sufficient to allow PalmChrom to reproduce and localize the defect. Failure to give timely notice excludes claims based on warranty, damages, mistake as to defect-free condition and reduction in value.

8.4 Warranty period. The warranty period for Instruments, spare parts and consumables is twelve months from handover within the meaning of clause 5.2. Warranty rights expire three months after the end of the warranty period. The right to raise defects by way of defense against payment claims under Section 933(3) ABGB is excluded. The presumption of defectiveness under Section 924 ABGB is excluded.

8.5 Remedy. In warranty cases, repair or replacement takes precedence over price reduction or rescission. PalmChrom shall remedy justified defects within a reasonable period. The Client shall grant PalmChrom the access, information and opportunity required to investigate and remedy the defect. Where repair is carried out, the warranty period is neither restarted nor extended.

8.6 Return for service. Warranty work is carried out at PalmChrom's premises unless otherwise agreed. The Client bears the cost and risk of shipment to PalmChrom; PalmChrom bears the cost of return shipment in justified warranty cases. The Instrument must be returned flushed, decontaminated and accompanied by a written declaration of decontamination stating the substances to which it has been exposed. PalmChrom may refuse to accept an Instrument returned without such declaration.

8.7 Exclusions. No warranty is given for defects or damage caused by improper operation, storage or transport, by operation outside the specified limits of pressure, flow rate, temperature, voltage or solvent compatibility, by use of unsuitable solvents, samples, columns, capillaries or consumables, by omitted or inadequate maintenance, cleaning or calibration, by interventions by the Client or by third parties not authorized by PalmChrom, or by normal wear.

8.8 Chargeable service. Fault diagnosis, assistance, corrections, modifications and additions that do not constitute a warranty case are charged at PalmChrom's rates in force. Where inspection shows that no defect exists or that the cause is excluded under clause 8.7, PalmChrom may charge for the inspection and for shipment.

8.9 Spare parts and service availability. PalmChrom endeavors to keep spare parts and repair services available for a reasonable period after delivery but gives no guarantee of availability, in particular where components are discontinued by their manufacturers.

8.10 Recourse against suppliers. Where PalmChrom holds warranty or damage claims against its own suppliers in respect of a defect, PalmChrom may assign those claims to the Client. In that case the Client shall pursue those claims with priority.

9. Module B — Rental and Temporary Provision

9.1 Application. This module applies where PalmChrom makes an Instrument available to the Client for a limited period, whether against payment (rental) or free of charge (evaluation, pilot, demonstration or loan). Commercial terms, duration and any fees are agreed in the individual contract.

9.2 Title. Title to the Instrument and to all accessories remains with PalmChrom at all times. The Client acquires no right of ownership, expectancy or lien. The Client shall not pledge, assign, sublet, transfer or otherwise encumber the Instrument, shall not remove or obscure markings identifying PalmChrom as owner, and shall keep the Instrument identifiable as third-party property in its records.

9.3 Insolvency and third-party access. In the event of seizure, attachment, insolvency proceedings or other access by third parties affecting the Instrument, the Client shall inform the third party of PalmChrom's title and notify PalmChrom without delay, bearing the costs of any intervention.

9.4 Risk and insurance. Risk of loss, theft, destruction and damage passes to the Client upon collection or delivery and remains with the Client until the Instrument has been returned to and accepted by PalmChrom. The Client shall insure the Instrument at replacement value against these risks for the entire period and shall provide evidence of cover on request.

9.5 Care, maintenance and calibration. The Client shall operate and store the Instrument in accordance with the Documentation, shall carry out the routine cleaning, flushing and user maintenance described therein at its own expense, and shall bear the cost of all consumables. Repairs, firmware work and interventions in the Instrument are reserved to PalmChrom. The Client shall notify PalmChrom without delay of any malfunction, damage or unusual behavior.

9.6 Modification of statutory maintenance duty. The parties agree that PalmChrom's obligation to maintain the Instrument in a usable condition under Section 1096 ABGB is limited to remedying malfunctions notified by the Client that are not attributable to the Client's sphere, within a reasonable period and at PalmChrom's discretion by repair or by provision of a replacement unit. Claims for reduction of rent, for withholding of rent, for self-remedy at PalmChrom's expense and for damages on account of the temporary unavailability of the Instrument are excluded, save in cases of intent or gross negligence.

9.7 Return. The Instrument shall be returned at the agreed time, complete with all accessories and documentation as recorded in the handover inventory, flushed, decontaminated, cleaned and accompanied by a written declaration of decontamination. The Client bears the cost and risk of return shipment and shall comply with clause 5.4. Wear resulting from contractual use is acceptable; all other deterioration shall be made good by the Client or compensated at the cost of repair.

9.8 Data. Before return, the Client shall export and then delete from the Instrument all data it wishes to retain or keep confidential. PalmChrom is not obliged to preserve, restore or return data remaining on the Instrument and may erase the Instrument's storage on receipt.

9.9 Late return. Where the Instrument is not returned at the agreed time, the Client shall pay compensation for use for each commenced calendar day of delay at the agreed rental rate, or, where the Instrument was provided free of charge, at PalmChrom's standard rental rate in force at that time. The right to claim further damages is unaffected.

9.10 Gratuitous provision. Where the Instrument is provided free of charge, PalmChrom's liability and warranty are limited to intent and gross negligence, without prejudice to clause 15.2. Gratuitous provision creates no obligation on either party to enter into a purchase, rental or supply contract, confers no exclusivity, and may be terminated by either party at any time with reasonable notice.

9.11 Evaluation results. Measurement data generated by the Client during an evaluation belong to the Client. The Client is free to publish its results. Where results obtained with the Instrument are published, the Client shall identify the Instrument accurately by manufacturer and model and shall not attribute to PalmChrom any statement, endorsement or validation that PalmChrom has not made in writing. PalmChrom may refer to the existence of the collaboration and to the Client's name only with the Client's prior written consent.

10. Module C — Software and Firmware

10.1 Desktop Software, grant of license. PalmChrom grants the Client a non-exclusive, non-transferable, non-sublicensable, worldwide and perpetual right to install and use the Desktop Software for its own internal purposes, in object code form only. All other rights remain with PalmChrom. The Desktop Software is licensed, not sold.

10.2 Desktop Software, free of charge. The base version of the Desktop Software is made available free of charge. It is provided "as is". No warranty of any kind is given in respect of it, in particular no warranty of fitness for a particular purpose, of uninterrupted or error-free operation, or of compatibility with any given computer, operating system or instrument. PalmChrom's liability in connection with the free version is limited to intent and gross negligence, without prejudice to clause 15.2.

10.3 Extended License. The Extended License enables control of and communication with laboratory instruments manufactured by third parties. It is granted against payment for the number of installations or workstations stated in the order confirmation. PalmChrom warrants for twelve months from delivery that the Extended License functionality materially conforms to the Documentation, subject to clauses 10.5 and 10.6. Clauses 8.3 to 8.5 apply accordingly.

10.4 Restrictions. The Client shall not distribute, rent, lend, sell, sublicense or otherwise make the Software available to third parties, shall not remove or alter copyright or license notices, and shall not decompile, disassemble or otherwise reverse engineer the Software, save to the extent that such acts cannot be excluded under mandatory law. Where information is required to establish interoperability, the Client shall first request it from PalmChrom against reimbursement of costs. Information obtained through permitted decompilation may be used solely to establish interoperability. The Client may make copies for archiving and backup purposes provided all notices are reproduced unchanged.

10.5 Third-party components. The Software incorporates components licensed by third parties, including the SeaBreeze library, which is distributed under the MIT License. The applicable license terms and copyright notices are reproduced in the Documentation and prevail over this clause in respect of those components. Where the Client is supplied with software whose licensor is a third party, the licensor's terms govern the grant of rights.

10.6 Third-party instruments and trademarks. References to instruments and product names of other manufacturers serve only to describe compatibility. All trademarks are the property of their respective owners. Such references imply no association with, sponsorship by or endorsement from those manufacturers. PalmChrom gives no warranty that compatibility will be maintained where a third-party manufacturer alters its hardware, firmware, drivers, interfaces or license terms, and no warranty in respect of the operation, accuracy or safety of third-party instruments.

10.7 Firmware. The Firmware is licensed together with the Instrument for use on that Instrument only, in object code form. Source code is not supplied. The Instrument is not designed for firmware updating by the Client and provides no over-the-air or field update mechanism. Any Firmware update is carried out exclusively by PalmChrom at its premises within an agreed service. Attempts to extract, read out, modify, replace or reverse engineer the Firmware constitute a breach of contract and an infringement of PalmChrom's rights.

10.8 Updates. PalmChrom is under no obligation to provide updates, upgrades, new versions, modifications or maintenance services unless expressly agreed in writing. Where updates to the Desktop Software are made available, they are subject to these GTC and to the license already granted. Past provision of updates creates no entitlement to future updates. Provision of an update does not restart, extend or renew any warranty period. PalmChrom may discontinue the Software or any update service at any time.

10.9 Validation of updates. The Client is solely responsible for verifying compatibility before installing an update and for validating any update before use in productive, analytical or research work, including verification of instrument control, data acquisition, data processing and calculation results.

11. Module D — Custom Work

11.1 Individual contract. Custom Work is performed exclusively on the basis of an individual written contract that sets out the specification, the deliverables, the remuneration, the milestones and the allocation of rights. These GTC apply in addition and subordinately.

11.2 Specification and cooperation. Custom Work is performed on the basis of a written specification prepared by PalmChrom or supplied by the Client and approved by both parties. The Client shall check the specification for correctness and completeness and confirm it in writing. The Client shall provide, in good time, at its own expense and in full, all information, documents, samples, interfaces, access and test facilities required. Subsequent change requests may give rise to separate agreements on deadlines and prices.

11.3 Acceptance. Deliverables are subject to acceptance by the Client against the approved specification within four weeks of delivery, to be recorded in an acceptance protocol. Where the Client allows that period to elapse without raising material defects in writing, the deliverable is deemed accepted. Any deliverable taken into productive use is deemed accepted. The Client may not refuse acceptance on account of immaterial defects.

11.4 Impossibility and withdrawal. Where it becomes apparent that performance in accordance with the specification is factually or legally impossible, PalmChrom shall notify the Client without delay. Where the Client neither amends the specification accordingly nor creates the conditions necessary for performance, PalmChrom may refuse performance and withdraw from the contract. In that case the Client shall reimburse the costs and expenses incurred up to that point, including dismantling costs.

11.5 Rights in results. Unless expressly agreed otherwise in the individual contract, all intellectual property rights in designs, schematics, layouts, mechanical drawings, firmware and software created in the course of Custom Work remain with PalmChrom. The Client receives a non-exclusive, non-transferable, perpetual right to use the delivered result for its own internal purposes. Cooperation by the Client in the creation of the result gives rise to no co-authorship and to no rights beyond that license. Where an exclusive right of use is agreed, Section 40b of the Austrian Copyright Act applies accordingly; this does not extend to components created by independent third parties and integrated by PalmChrom, for which the respective license terms govern.

11.6 Documentation, source code and access credentials. Documentation and source code are prepared and handed over only where expressly agreed, and in any event only against full payment. Access credentials to systems created for the Client are disclosed only where no maintenance or support engagement exists for the component concerned, all payment obligations have been met, PalmChrom no longer requires the credentials for contractual purposes, and the Client waives warranty claims in respect of that component.

11.7 Subcontractors. PalmChrom may engage independent third parties in the performance of Custom Work. PalmChrom remains responsible for their performance under this contract.

12. Satellite Connectivity

12.1 Third-party product and service. The Satellite Modem is manufactured and placed on the market by a third party. Satellite airtime is provided by a third-party service provider. The Client contracts directly with that provider for the account, subscription and airtime and bears the associated charges.

12.2 Resale. Where PalmChrom supplies a Satellite Modem, it does so as a distributor of the third-party product. Warranty, conformity and product liability in respect of the Satellite Modem lie with its manufacturer. PalmChrom passes on the manufacturer's documentation and declarations of conformity and does not modify or rebrand the product.

12.3 No liability for the service. PalmChrom gives no warranty and accepts no liability for satellite coverage, availability, latency, message delivery, data loss, service interruption, tariff changes or any act or omission of the modem manufacturer or the airtime provider.

12.4 Data path. Data transmitted via the Satellite Modem do not pass through systems operated by PalmChrom. PalmChrom has no access to, and assumes no responsibility for, the transmission, storage or processing of such data.

12.5 Base Instrument. Without the Satellite Modem the Instrument has no radio interface and no satellite positioning capability. Position data originate from the Satellite Modem.

13. Intellectual Property and Confidentiality

13.1 Reservation of rights. All intellectual property rights in the Instrument, the Firmware, the Software, the Documentation, and in all drawings, specifications, offers and technical documents supplied by PalmChrom remain with PalmChrom. Documents supplied for the purposes of an offer or a project shall not be disclosed to third parties or used for other purposes and shall be returned or destroyed on request.

13.2 Infringement. Any infringement of PalmChrom's intellectual property rights entitles PalmChrom to damages. The Client shall notify PalmChrom without delay of any third-party claim alleging that the Instrument or the Software infringes intellectual property rights, and shall not acknowledge or settle such claims without PalmChrom's consent.

13.3 Confidentiality. Each party shall keep confidential all trade secrets and confidential information disclosed to it by the other party in connection with the contract and shall not disclose them to third parties. This does not apply to information that is generally known, was already lawfully known to the recipient without an obligation of confidentiality, was lawfully received from a third party without such obligation, was independently developed by the recipient, or must be disclosed pursuant to a binding official or judicial decision, in which case the recipient shall notify the other party in advance where permitted. Subcontractors bound by equivalent confidentiality obligations are not third parties within the meaning of this clause. This obligation survives termination of the contract for five years.

14. Data Protection

14.1 Roles. In the ordinary course of supplying Instruments, rentals, licenses and Custom Work, each party acts as a controller in respect of the contact data of the other party's staff that it processes for the purpose of performing the contract. PalmChrom does not process personal data on behalf of the Client in the ordinary course of such supply.

14.2 Processing on behalf of the Client. Where an individual contract provides that PalmChrom will process personal data on behalf of the Client, the parties shall conclude a data processing agreement pursuant to Article 28 GDPR before such processing begins. Engagement of sub-processors requires agreement in that contract.

14.3 Confidentiality of data. PalmChrom obliges all persons engaged by it to observe data secrecy and the confidentiality obligations of the Austrian Data Protection Act.

14.4 Information. Information pursuant to Articles 13 and 14 GDPR is provided in PalmChrom's privacy policy, which is available on its website and is provided with the offer.

15. Liability

15.1 Standard of liability. PalmChrom is liable for financial loss and damage to property arising from breach of contractual or pre-contractual obligations, including impossibility and delay, only in cases of intent and gross negligence. The same applies to damage attributable to third parties engaged by PalmChrom.

15.2 Mandatory liability unaffected. Liability for personal injury is unlimited. Mandatory liability under the Austrian Product Liability Act and under other mandatory statutory provisions is unaffected by these GTC.

15.3 Excluded heads of damage. Liability for indirect and consequential damage is excluded, in particular loss of profit, loss of production, business interruption, loss of or damage to data, costs of substitute procurement, incorrect analytical results, costs of repeating analyses or sampling campaigns, regulatory or administrative consequences, loss of reputation, and third-party claims.

15.4 Cap. Save in cases of intent and save where clause 15.2 applies, PalmChrom's aggregate liability under an individual contract is limited to the net value of that contract. Where PalmChrom maintains liability insurance covering the event, liability is in any case limited to the sum insured.

15.5 Data loss. Liability for loss of data is excluded. Where data backup has been expressly agreed as a service, liability for loss of data is limited to ten percent of the order value per event of damage and to a maximum of EUR 15,000.

15.6 Time limit. Claims for damages must be asserted in court within two years of the injured party becoming aware of the damage and of the party causing it, failing which they are forfeited.

15.7 Exclusions. Liability is excluded for damage caused by improper handling, operation or storage, overloading, disregard of the Documentation, defective installation or commissioning by the Client or by third parties not authorized by PalmChrom, omitted or inadequate servicing, cleaning or calibration, unsuitable ancillary materials or infrastructure, operation outside the specified technical limits, and normal wear, in each case to the extent that the circumstance caused the damage.

16. Force Majeure and Technical Changes

16.1 Force majeure. Force majeure, labor disputes, natural events, epidemics, war, embargoes, cyber attacks, failure of energy or communication networks, transport disruption, official measures and shortages or failures of supply by upstream suppliers release PalmChrom from its obligation to perform for the duration of the event and entitle it to redetermine delivery periods. Where the impediment persists for more than four months, either party may withdraw from the affected part of the contract without liability for damages.

16.2 Technical changes. PalmChrom may make changes to design, components, materials and suppliers, including substitution of components that become unavailable, provided the agreed function and the essential specifications are maintained. Such changes do not entitle the Client to reject the delivery or to claim damages.

17. Withdrawal and Cancellation

17.1 Cancellation by the Client. Cancellations by the Client require PalmChrom's written consent. Where PalmChrom consents, it is entitled, in addition to remuneration for services already rendered and reimbursement of costs already incurred, to a cancellation fee of 30 percent of the uninvoiced order value of the overall project.

17.2 Withdrawal by the Client. Where a delivery date expressly agreed as fixed is exceeded through the sole fault of PalmChrom and the agreed performance is not rendered in essential parts even within a reasonable grace period granted in writing, and where the Client is not at fault, the Client may withdraw from the affected order by registered letter.

17.3 Withdrawal by PalmChrom. PalmChrom may withdraw from the contract where the Client is in default of payment, where insolvency proceedings are opened over the Client's assets or an application for such proceedings is rejected for lack of assets, where the Client's financial circumstances deteriorate materially, or where circumstances under clause 5.5 arise.

18. Final Provisions

18.1 Governing law. Austrian substantive law applies, to the exclusion of its conflict-of-law rules and to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. Where the order is performed abroad, the statutory provisions applicable between entrepreneurs under Austrian law apply exclusively.

18.2 Place of performance and jurisdiction. The place of performance is PalmChrom's registered office in Vienna. The exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship, including disputes as to its existence, is the court having subject-matter jurisdiction for PalmChrom's registered office in Vienna.

18.3 Mediation. In the event of disputes arising from this contract that cannot be settled amicably, the parties agree to attempt resolution by consulting registered mediators specializing in commercial mediation under the Austrian Civil Law Mediation Act. Where no agreement is reached on the choice of mediator or on the content of a mediation agreement, legal proceedings may be commenced at the earliest one month after the failure of negotiations. Necessary costs of a preceding mediation, including the costs of legal advisors engaged, may be claimed in subsequent court proceedings as pre-litigation costs.

18.4 Assignment. The Client may not assign claims arising from the contractual relationship to third parties without PalmChrom's written consent.

18.5 Severability. Should one or more provisions of these GTC be or become wholly or partly invalid, the validity of the remaining provisions is unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that comes as close as possible to its economic purpose.

18.6 Amendments. PalmChrom may amend these GTC for future contracts. The version communicated to the Client before conclusion of the contract governs that contract.

18.7 Language. The English version of these GTC is authoritative. Translations are provided for convenience only.