Terms and Conditions

General Terms and Conditions of Contract

1)
The supply contract (order) concluded between the customer and the supplier, seller, MBAS Solutions GmbH (Supplier) is entered into on the basis of the following contractual terms and conditions.
The mutual rights and obligations of the contracting parties arise from these General Terms and Conditions (GTC), which take precedence over any specifications in the customer's order!
Every order is placed on the basis of these GTC, which are visible at the time of the electronic order on the website and are agreed upon with the order.

For orders placed using an order form: The GTC are available on our website: loewe-easycool.shop.
In addition, the GTC were presented to the customer at the time of placing the order. Express reference is made to the product description also enclosed in the packaging.

All documents forming the basis of the contract shall apply in the following order of precedence:
1. the GTC
2. The electronic order placed by the customer via the website or the written order of the customer = the written agreement by which the contract was concluded.
3. the order confirmation with prices, insofar as within the framework of the GTC
4. ÖNORM B 2110 in its current version shall be applied by analogy where there are gaps in the contract!

Any general terms and conditions of the customer, or any content of orders deviating from the GTC, shall not apply to the ordered deliveries.
The present contractual terms and conditions apply without restriction to all order amendments, additional services, and optional deliveries and services to be rendered.
In the event of contradictions arising from the contract, the documents listed above shall apply in the order indicated therein.

2) Consumer Protection Clause
1. Scope of Application
This clause applies solely to all contracts concluded between MBAS Solutions GmbH and a consumer.

2. Right of Withdrawal
The customer has the right to withdraw from the contract in writing within 14 days without giving any reason. The withdrawal period begins on the day the customer receives the order confirmation.
To exercise the right of withdrawal, the customer must inform the supplier in writing (e.g. by letter or email) of their decision to withdraw from the contract.

3. Obligations of the Supplier
In the event of a withdrawal, the supplier undertakes to collect any deliveries already made at the supplier's own expense. The supplier shall then, without delay and no later than within 14 days of receipt of the withdrawal notice, refund any deposits received. The refund shall be made using the same payment method that the customer used for the original transaction.

4. Warranty Claims
In the event of defects in the delivery made, the customer has the right to demand rectification or, if this is not possible, a reduction in price or rescission of the contract. The supplier undertakes to remedy defects within a reasonable period of time.

5. Liability
The supplier is liable for damages caused by intent or gross negligence. For slight negligence, the supplier is only liable if a material contractual obligation is breached.

6. Final Provisions
Should individual provisions of this clause be or become invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.

3) Offer / Contract
3.1) Offers by the seller are considered non-binding cost estimates, subject to change, based on the enclosed price lists.
3.2) Minimum order quantities may be defined on a product-by-product basis.
3.3) Prices apply net plus VAT as agreed. The take-back of packaging and the proper recycling and disposal of waste electrical and electronic equipment for commercial purposes within the meaning of the Waste Electrical and Electronic Equipment Ordinance are not included.
3.4) Delivery is made to the customer or, upon the customer's instruction, to the installation partner. If delivery is agreed, it shall be invoiced separately, as shall any expressly agreed transport insurance. Unloading and carrying in are the responsibility of the buyer or the installation partner. Packaging will only be taken back by express agreement.
3.5) As MBAS Solutions GmbH may only act as a supplier pursuant to the commercial register, the installation of the air conditioning units must be commissioned separately; MBAS Solutions GmbH is not permitted to carry out such installations.
We are, however, happy to refer the customer to one of our partner companies, which the customer would need to engage directly.
3.6) Prices are based on the costs set out in the price lists at the time of the initial price offer.
Should costs increase between then and the time of delivery, the seller is entitled to adjust prices accordingly.
3.7) Information contained in catalogues, brochures, price lists, and the like, as well as other written or verbal statements, are only binding if expressly referenced in the order confirmation.
Subsequent amendments and additions to the contract require written confirmation to be valid.
3.8) The contract is deemed concluded when an electronic order appears with the supplier, or when a written order confirmation has been issued.

4) Delivery
In principle, the devices together with accessories are delivered to the buyer at the location specified in the purchase contract, to the kerbside, upon which the delivery obligation is fulfilled.
Deliveries pursuant to the order are generally made only after payment for the goods.
4.1) Exception: For an order exceeding €10,000.00 to be legally valid, the customer must submit a guarantee letter (letter of credit (L/C) from an EU credit institution) for at least 20% of the purchase value, in favour of the seller, together with the order.
4.2) The delivery period begins from the moment the seller receives the advance payment or security (guarantee letter from an EU bank) required prior to delivery of the goods; otherwise, the agreed delivery date shall be postponed by the period until payment is made or the guarantee letter is submitted.
4.3) The validity period of the guarantee letter must extend beyond the agreed delivery date by at least 30 days. The guarantee declared in the letter must oblige the bank to transfer the stated amount within three days of receipt of the beneficiary's demand, waiving any objection arising from the underlying legal relationship.
Upon payment of the full purchase price, the guarantee letter shall be released.
4.4) The seller retains title to all goods delivered by them until full payment of the invoice amounts including interest and costs has been made (retention of title). The buyer or the installation partner is not authorised to dispose of goods subject to retention of title.
4.5) The seller is entitled to make and invoice partial or advance deliveries. If delivery on call has been agreed, the goods shall be deemed called off no later than 3 months after the order.
4.6) If unforeseeable circumstances or circumstances beyond the parties' control arise — such as all cases of force majeure — that hinder compliance with the agreed delivery deadline, the deadline shall be extended by the duration of such circumstances. These include in particular armed conflicts, official interventions and prohibitions, delays in transport and customs clearance, transport damage, shortages of energy and raw materials, labour disputes, and the failure of a key supplier that is difficult to replace. The aforementioned circumstances also entitle an extension of the delivery period if they occur at a subcontractor's premises.
4.7) Claims arising from delay are excluded.

For resellers:
The buyer hereby assigns to the seller, as security for the seller's purchase price claim, the buyer's claim arising from the resale of goods subject to retention of title, even if such goods have been processed, transformed, or mixed.
The buyer is only authorised to dispose of goods subject to retention of title upon resale with deferred payment, provided that at the time of resale the buyer simultaneously notifies the secondary buyer of the security assignment or records the assignment in the buyer's books of account.
Upon request, the buyer shall disclose the assigned claim and the name of the debtor to the seller, provide all information and documents required for collection of the claim, and notify the third-party debtor of the assignment.
In the event of seizure or other third-party claims, the buyer is obliged to draw attention to the seller's right of ownership and to notify the seller immediately.

5) Acceptance of Devices:
In principle, the devices together with accessories are delivered to the buyer at the location specified in the purchase contract, to the kerbside, upon which the delivery obligation is fulfilled.
If expressly agreed in the order (form), the seller may arrange for the ordered components to be delivered by a forwarding company. The components are insured under the freight forwarding contract. Delivery costs are to be paid separately by the buyer.
Once the customer has been demonstrably notified in writing of the delivery, they must accept the components at the specified delivery location and inspect them with regard to the ordered quality.
The handover/acceptance must be confirmed by signing a handover/acceptance protocol prepared by both parties.
The customer may arrange direct delivery to the construction site via the installation company; this must be recorded in the purchase contract.
It is expressly noted for this case that the handover/acceptance of the devices in this instance takes place upon handover to the installation company.
We draw your attention to the fact that a service contract for the system can be arranged through our installation partner.

6) Payment Terms
6.1) Unless payment terms have been agreed, 20% of the price is due upon receipt of the order confirmation, with the remainder due before delivery. Regardless of this, the VAT included in the invoice must in any case be paid no later than 30 days after the invoice date.
6.2) Payments must be made without any deductions, free to the payment office, in euros as the agreed currency. Any conditional acceptance of cheques or bills of exchange is always accepted only on account of payment. All related interest and charges (such as collection and discount charges) shall be borne by the buyer.
6.3) Any discounts or bonuses incorporated into the prices are conditional upon timely payment of the full amount. The seller is entitled to reverse these reductions in the event of late payment!
6.4) The buyer is not entitled to withhold or offset payments on account of warranty claims or other counterclaims.
6.5) In the event of late payment, delivery dates may be postponed, as the available goods will be delivered to third parties and any further transport by sea may need to be awaited.

Payment to the seller shall be made with debt-discharging effect to the following accounts:
Bank details:
IBAN: AT79 3239 5000 0123 7510
BIC: RLNWATWWKOR
UID-Nr.: ATU 83166627
Kontobezeichnung: MBAS Solutions GmbH

7) Delivery Guarantees
Deliveries comply with the conditions set out on the website (in the order form).
MBAS Solutions GmbH accepts no liability for the installation of the components; these works must be commissioned by the client.

8) Warranty
Warranty claims are subject to the condition that the buyer:
8.1) has reported the defects that have arisen in writing without delay, and the notification reaches the seller. The buyer must demonstrate the existence of the defect without delay, in particular by making available to the seller any documents or data in the buyer's possession.
8.2) If the buyer fails to report the defect without delay, the buyer forfeits all claims, including claims for consequential damages resulting from the defect.
8.3) In the case of a defect, the seller shall, at the seller's discretion, rectify the defective goods or defective part at the place of delivery, have them sent for rectification, or grant an appropriate reduction in price.
8.4) Excluded from warranty and liability are defects arising from assembly and installation not carried out by the seller — in particular from non-compliance with the assembly or installation requirements set out in the assembly and operating instructions provided — from overloading of parts beyond the output specified by the seller, negligent or improper handling and use, or unsuitable operating materials. This also applies to defects attributable to materials supplied by the buyer.

As the system in question operates without outdoor units, no corresponding permit is required. Only two small holes are drilled in the facade for ventilation of the system; it is therefore recommended to notify the building management. Small amounts of condensation water may escape when the system is switched off.

9) Disputes – Jurisdiction / Applicable Law
Amendments and/or additions to the contract — including deviations from the written form requirement — must be made in writing. Any possible collateral agreements are superseded.
The invalidity of individual provisions of this contract, for whatever reason, shall not affect the validity of the remaining contractual provisions. The invalid provision shall be replaced by a provision that most closely corresponds to the purpose of the contract and the interests of the contracting parties.

10) Place of Jurisdiction and Applicable Law
The exclusive court of jurisdiction for the resolution of disputes arising from and in connection with this contract — including questions regarding its valid formation, existence or non-existence, and any possible challenge to the contract — shall be the Commercial Court, or in the context of consumer protection the competent court, in each case located in Vienna.
Austrian law shall apply exclusively. The application of the provisions of the Austrian Private International Law Act (IPRG) and other conflict-of-law rules, as well as the United Nations Convention on Contracts for the International Sale of Goods (UN CISG), is excluded.