General Terms and Conditions

1.1. These General Terms and Conditions form part of the contract between chromulus GmbH ("Provider") and its customers ("Customer"). Unless otherwise agreed in writing, these terms apply to all contracts, including future ones, for deliveries and services to be provided by the Provider. Upon acceptance of the services, these terms are deemed accepted by the Customer. Customer's general terms and conditions do not apply even if the Provider did not expressly object to them. Performance measures by the Provider do not constitute consent to contract terms that deviate from these or separately agreed terms.

1.2. Offers by the Provider are generally non-binding and expire after 14 days. A contract is concluded only upon written and explicit order confirmation by the Provider as specified in Section 2.

1.3. Information about the goods presented during contract negotiations or contained in documents provided to the Customer before contract conclusion does not constitute legally binding declarations of properties. Only declarations about goods properties are binding if expressly confirmed in writing after contract conclusion.

2.1. Unless explicitly stated otherwise in the offer, all offers by the Provider are non-binding. The contract is concluded only upon written order confirmation by the Provider, whereby a mere acknowledgment of receipt of the order does not constitute an order confirmation.

2.2. Any deviations between offer and order must be clearly indicated by the Customer. In case of dispute, the Provider's order confirmation is the authoritative document. The performance data, drawings, illustrations, and dimensions specified in the order confirmation are binding. Technical modifications are reserved, provided they are necessary and reasonable for the Customer.

2.3. Prices by the Provider apply, unless otherwise agreed in writing, Ex Works Vienna warehouse, plus statutory taxes and packaging. Freight and shipping costs are charged to the Customer if requested. Assembly, setup, and commissioning are only part of a total price if explicitly stated in the Provider's offer. For services ordered by the Customer not covered in the original order, a reasonable fee is due in the absence of a work agreement.

2.4. Delayed deliveries at the Customer's request or fault result in additional storage costs borne by the Customer. Payments for services must be made at the originally agreed times.

2.5. Invoices are payable within 10 days without deductions, unless otherwise agreed in writing. For orders over EUR 12,000 gross, payment is due within 3 days as follows: 1/3 upon order confirmation, 1/3 upon notice of shipment readiness but before dispatch or pickup, 1/3 upon delivery to installation site. If assembly is agreed, components are invoiced upon delivery and assembly upon completion.

2.6. Payment must be made by bank transfer. Other payment methods are not permitted.

2.7. The Customer may offset, withhold, or reduce payment only if counterclaims are legally established. The Customer may withhold only for counterclaims from the same contract. Any discount requires express written agreement.

2.8. If payment is overdue, even for a single partial performance, any granted benefits (discounts, reductions, etc.) are forfeited and added to the invoice.

3.1. The Provider is responsible for proper packaging of the products.

3.2. Risk of loss passes to the Customer upon readiness for delivery. This applies even if assembly is contracted. If delivery/assembly is postponed at the Customer's request, risk passes at the originally agreed delivery date.

3.3. The Customer will insure against transport risk accordingly. The Provider agrees to obtain transport insurance at the Customer's written request at the Customer's expense. The Customer approves all customary shipping methods.

4.1. The Customer expressly consents to providing his data exclusively for creditor protection to state-preferred creditor protection associations: Alpenländischer Kreditorenverband (AKV), Österreichischer Verband Creditreform (ÖVC), Insolvenzschutzverband für Arbeitnehmer (ISA), and Kreditschutzverband von 1870 (KSV).

5.1. Delivery dates are specified in writing in the order confirmation. Unless expressly marked as binding, these are estimates and cannot be interpreted as deadlines. Non-compliance does not entitle the Customer to damages or contract termination.

5.2. Delivery and performance delays due to force majeure or events beyond the Provider's control are not the Provider's responsibility. In such cases, the Provider may postpone delivery/performance for the duration of the obstruction plus reasonable startup time. Both parties may withdraw wholly or partly from the contract after reasonable notice if the obstruction exceeds three months. Other delaying events (strikes, lockouts, government orders) at suppliers or sub-suppliers entitle either party to withdraw only if a reasonable deadline expires unsuccessfully and exceeds three months. The Customer has no damages claims if delivery time extends due to these reasons. The Provider must notify the Customer immediately and provide evidence of the circumstances.

5.3. The following circumstances are considered force majeure: Fire, theft, riot, strikes (including suppliers), occupations, equipment failures, war, flooding, sanctions, epidemics or pandemics, government or supervisory interventions, and all circumstances beyond the Provider's control preventing contract performance.

5.4. The Provider may make partial deliveries and performances at any time, provided they are reasonable for the Customer.

5.5. If the Customer fails to accept goods at the agreed time, the Provider may store them at the Customer's cost and risk.

6.1. The Provider retains ownership of delivered goods until full payment. This includes all claims from the current relationship and future claims from later contracts.

6.2. The Customer may sell retention of title goods in ordinary business operations. In this case, the Customer assigns all claims and ancillary rights from resale to the Provider. As long as the Customer fulfills payment obligations properly, the Provider will not collect these claims. Upon payment default, the Provider may demand disclosure of assigned claims and their debtors, and require all information for collection. The Provider must notify the debtor of the assignment.

6.3. Upon the Customer's breach, especially payment default, the Provider may reclaim goods after setting a reasonable written deadline. The Customer must surrender the goods. Reclamation does not constitute contract withdrawal unless expressly declared. The Provider has the right to access the Customer's premises during business hours if necessary. Upon attachment or third-party seizure, the Customer must immediately notify the Provider and provide attachment protocols and affidavits. The Customer bears all dismantling and related costs. The Customer is liable for damages if the Provider's rights are impaired.

6.4. If retention of title goods become essential components of a third party's property, the Customer assigns claims against the third party for compensation equal to the invoice value to the Provider, including all ancillary rights. The Provider accepts this assignment.

6.5. If retention of title expires through combination or processing, the Provider acquires co-ownership of the finished product proportional to the invoice value. If the finished product is resold, the Customer assigns all claims against buyers or third parties up to the performance value to the Provider. The Provider accepts this assignment.

6.6. The Provider expressly reserves further claims, especially in case of payment default.

6.7. If the Customer gives promissory note liability for the purchase price, retention of title and the resulting claim remain until the promissory note is redeemed.

6.8. The Customer must immediately notify the Provider of insolvency proceedings or attachment of retention of title goods.

6.9. Until full payment of all Provider claims, the goods may not be pledged, given as security, or encumbered with third-party rights. Upon attachment or seizure, the Customer must assert the Provider's ownership right and notify immediately.

7.1. The Provider's performance obligation begins earliest when a) all technical details are clarified, b) the Customer has created necessary technical and legal conditions, c) the Provider has received agreed deposits or security, and d) the Customer fulfills contractual preparatory and cooperation obligations.

7.2. The Customer must ensure assembly work can begin immediately upon arrival of assembly personnel.

7.3. The Customer is responsible that necessary construction, technical, and legal conditions exist as described in the contract or prior information, or which the Customer should know from professional experience. This includes all water lines, drains, electrical connections, and conduits. If conditions are not met on assembly day, the full assembly and commissioning fee is due, and the Customer must arrange an alternate date at full cost.

7.4. The Customer is likewise responsible that technical systems (power, cables, networks, etc.) are in proper operating condition and compatible with the Provider's works or goods.

7.5. The Provider is expressly authorized to make necessary modifications, cuts, holes, assembly work, and similar changes to furniture and walls, and to perform necessary construction measures like wall anchors. These changes are permanent and not to be reversed.

7.6. Before assembly, the Customer must verify at own risk and expense that assembly is technically feasible, especially regarding hidden utilities, escape routes, structural obstacles, static feasibility, and hazards. The Customer must notify the Provider in writing of any hazards or technical limitations. If such information is not provided before assembly, the Provider is not liable for resulting damages.

7.7. Minor, reasonable modifications to performance are deemed pre-approved.

7.8. Installed systems are tested for proper operation upon commissioning. If subsequent actions by the Customer or third parties impair or prevent proper operation, the Customer alone is responsible.

8.1. Returns are generally excluded from order transmission and require separate agreement. The Customer bears all costs resulting from return agreements.

9.1. Warranties take effect only after the Customer fulfills all payment obligations. Until then, warranty start date is suspended. Warranty end date is not changed if start date is suspended.

9.2. The Customer must inspect delivered goods immediately.

9.3. For visible defects, the Customer must submit written complaint within three (3) business days with detailed description. After this period, complaints are barred.

9.4. For other defects, the Customer must submit written complaint within three (3) business days of discovery with detailed description. After this period, complaints are barred. All claims for such defects expire one (1) year after goods receipt. The Provider may extend warranty through maintenance agreements.

9.5. Invoice complaints must reach the Provider within five (5) business days of invoice date. Otherwise, all Customer claims are forfeited.

9.6. At the Provider's discretion, defective goods may be repaired, replaced, or credited. For credits, the Provider will credit the defective good value. The Provider is never liable for damages exceeding the goods value.

9.7. When system components are replaced under warranty, the original system warranty period is not extended.

9.8. All costs for defect remediation, including removal, installation, transport, and labor, are borne by the Customer.

9.9. Warranty excludes defects from improper assembly, non-compliance with installation requirements, negligent or improper handling by the Customer, third-party actions, atmospheric discharge, or overvoltage. Warranty excludes normally wearing parts.

9.10. If complaints are unfounded, the Customer bears all related costs, including Provider investigation costs.

9.11. Complaints do not entitle the Customer to withhold payment. Complaint of part of an order does not justify rejection of the entire order.

9.12. The Customer is responsible for water quality and timely annual manufacturer maintenance. Manufacturer maintenance must be arranged by maintenance agreement at order time at separate charge and is not included in performance scope unless separately agreed. System operation without annual maintenance is not permitted for hygiene reasons. Third-party maintenance is not permitted. Mineral content in drinking water may affect filter life. Component replacement is exclusively through the Provider at quoted rates. Unauthorized replacement by the Customer or third parties voids all warranty and operating permits.

10.1. Documents, drawings, illustrations, films, catalogs, brochures, prices, measurements, weights, and information provided in projects are confidential and may not be disclosed, copied, or used without Provider consent except to verify the Provider's qualification. All information remains Provider or manufacturer property with express copyright, design, and patent reservations, even if costs were charged.

10.2. The Customer may not modify Provider-supplied goods without express written consent.

11.1. The Provider and its agents are liable for personal and property damages only as required by law (intent, gross negligence, or product liability). Otherwise, the Customer excludes all liability including negligence, business interruption, data/information loss, lost profits, lost savings, interest loss, consequential and property damages, third-party claims, and all direct or indirect damages. Burden of proof reversal for gross negligence is excluded.

11.2. Damages claims expire six (6) months after the Customer learns of the damage and responsible party.

11.3. The Provider is not liable for damages caused directly or indirectly by delivered goods or services. By accepting the offer, the Customer excludes all Provider liability for lost profits, consequential damages, or other direct or indirect damages.

11.4. The Customer holds the Provider harmless from third-party claims for damages caused by Provider goods or services.

11.5. The Provider may assert limitations, exclusions, or confirmations that third parties may assert. If the Provider uses third parties, the Customer has no greater rights than the Provider has against those third parties.

11.6. Liability limitations apply to Provider employees, representatives, and agents for damages caused to the Customer without contractual relation.

12.1. Vienna is the exclusive venue for all disputes between Provider and Customer, even if the Customer has no general domestic venue.

12.2. Austrian law applies. The UN Convention on Contracts for the International Sale of Goods (April 11, 1980) does not apply.

12.3. If any provision is or becomes invalid, other provisions remain valid. The Provider and Customer will agree on a legally permissible replacement.

12.4. The Customer must immediately notify the Provider in writing of changes to name, company, address, legal form, or other relevant information.

12.5. The Provider may unilaterally modify these terms. Changes apply to existing contracts. Changes take effect one month after written notice and include the modified terms.

12.6. If the Customer does not accept changes, he may reject them by registered mail before they take effect. If not rejected, changes are accepted upon taking effect.

13.1. Upon order placement, the Customer grants the Provider the right, revocable at any time, to name the customer as a reference to third parties.

13.2. Upon order placement, the Customer consents, revocable at any time, to being informed about product innovations via newsletter by email or phone.

13.3. The Customer expressly consents to sharing his company name, address, and email with the manufacturer as necessary to fulfill the order.